SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

                                    FORM 10-K

              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                As of for the fiscal year ended January 31, 2003
                          Commission File Number 011991

                           THE ENCHANTED VILLAGE, INC.
             (Exact name of Registrant as specified in its charter)

                       Delaware                     30-0091294
           (state or other jurisdiction of       (I.R.S. Employer
              incorporation organization)       identification No.)

                        1407 North Fort Harrison, Suite F
                            Clearwater, Florida 33755
               (Address of Principal Executive Offices)(Zip Code)

Registrant's telephone number, including area code:        (727) 469-8691

 Securities Registered pursuant to Section 12(g) of the Act:

                     Common Stock, par value $.002 per share

       Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days. Yes X No

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.                    X

 There is no active market for the registrant's securities and it is
impossible to estimate the aggregate market value of the 403,800 voting common
shares held by non-affiliates at the date of this report on Form 10-K.

       On January 31, 2003 the number of shares of each class of the
registrant's outstanding equity securities was:

       Common Stock                                        10,668,333 shares
       Class A Common Stock                                 4,428,616 shares
       Convertible Series A $25 Preferred Stock               300,000 shares

       After giving effect to the restructuring described in the registrant's
Information Statement Pursuant to Regulation 14C, as filed with the Commission
on February 5, 2003 and subsequently mailed to stockholders, the registrant had
772,500 shares of common stock and no other equity securities outstanding on May
12, 2003.



<PAGE>


PART I

FORWARD-LOOKING STATEMENTS

       This annual report contains forward-looking statements as that term is
defined in the Private Securities Litigation Reform Act of 1995. These
statements relate to future events or our future financial performance. In some
cases, you can identify forward-looking statements by terminology such as "may",
"will", "should", "expects", "plans", "anticipates", "believes", "estimates",
"predicts", "potential" or "continue" or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors, including the risks in the
sections entitled Description of Business and Management's Discussion and
Analysis or Plan of Operation, that may cause our actual results, levels of
activity, performance or achievements to be materially different from any future
results, levels of activity, performance or achievements expressed or implied by
these forward-looking statements.

       Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. Except as required by
applicable law, including the securities laws of the United States, we do not
intend to update any of the forward-looking statements to conform these
statements to actual results.

ITEM 1.       BUSINESS

Introduction

       Our company was incorporated in Delaware in March 1982. In July 1983, we
completed an initial public offering of Common Stock that was registered on Form
S-18. In May 1984 we filed a Form 8-A for the purpose of registering our Common
Stock under the Securities Exchange Act of 1934 (the "Exchange Act"). In April
1986, we completed a second public offering of Class A Common Stock ("Class A
Common") and Convertible Series A $25 Preferred Stock ("Preferred Stock") that
was registered on Form S-1.

       Our business was conducted through of a chain of 15 retail stores that
sold educational toys and related goods and services. We filed a voluntary
petition under Chapter 11 of the Bankruptcy Act on April 24, 1987 in the U.S.
Bankruptcy Court for the Eastern District of New York, (case no. 887-70613). On
May 11, 1988, we voluntarily converted our Chapter 11 case into a case in
Chapter 7. As a result of this conversion, all of our properties were
transferred to the trustee on May 11, 1988 and we terminated all business
operations. Since, we did not file our franchise tax returns during the pendancy
of our bankruptcy, our Certificate of Incorporation was revoked by the State of
Delaware on March 1, 1989. Our Chapter 7 case was closed by an order of the
Court on April 14, 1992 and the trustee was discharged.

       On April 18, 2002, Karen H. Mounts and Stirling Corporate Services, LLC
("Stirling"), commenced a civil action in the Delaware Court of Chancery
demanding an annual meeting of the stockholders. On May 20, 2002, the Court of
Chancery, acting in accordance with ss.211 of the General Corporation Law of
Delaware, ordered an annual meeting of our company's stockholders. The meeting
was duly noticed in accordance with the order of the Court of Chancery and held
in Wilmington Delaware on June 18, 2002.

       The Court of Chancery order provided that notwithstanding the quorum
requirements of our bylaws, the stockholders who attended the meeting in person
would constitute a quorum for the election of directors. Two stockholders who
collectively owned a total of 1,050 shares of common stock attended and
participated in the meeting. The only action taken at the meeting was the
election of three new directors who assumed office immediately after the
meeting. The following table identifies our newly elected directors:

              Name                          Age                   Residence
       Sally A. Fonner                      53                Dunedin, Florida
       Michael Manion                       52                Apopka, Florida
       Robert R. Williams                   72                Bowie, Maryland

       A meeting of the newly elected board of directors was called and held
immediately after the completion of the stockholders meeting. At this meeting,
the newly elected board voted to revive and restore our Certificate of
Incorporation in accordance with Delaware law; and to amend our by laws to
permit a single member board of directors. Immediately thereafter, Messrs.
Manion and Williams resigned from the board and Ms. Fonner, acting as our sole
remaining director, took the following additional actions:

o             She determined that it was in the best interest of our company and
              our stockholders to sell 9,600,000 shares of common stock and
              1,400,000 shares of Class A Common to Stirling for a total
              consideration of $30,000, consisting of $6,724 in cash and a
              release of Stirling's claims for $23,276 in out-of-pocket costs
              associated with obtaining the Court order and holding the meeting;

o             She determined that it was in the best interest of our company and
              our stockholders to file certain reports and other documents under
              the Exchange Act; and

o             She determined that it was in the best interest of our company and
              our stockholders to develop a plan to restructure our company as a
              public shell that would subsequently seek to engage in a merger or
              other business combination with a private company that wants to
              become publicly held.

       We filed a Certificate of Revival and Restoration of the company's
Certificate of Incorporation with the Secretary of State of the State of
Delaware on June 27, 2002. As a result, our company is now duly organized,
validly existing and in good standing under the laws of the State of Delaware.

       On July 3, 2002, we filed an omnibus report on Form 10-K as of May 11,
1988 and for the fiscal years ended January 31, 1989 through 2002. We have filed
quarterly reports on Form 10-Q for the fiscal quarters ended April 30, July 31
and October 31, 2002. We have also filed with the Commission and delivered to
stockholders an Information Statement Pursuant to Regulation 14C, which
described a proposed restructuring. Our recent SEC filings cannot wholly expunge
our earlier delinquencies. Therefore, we will not be considered "current" with
respect to our Exchange Act reporting obligations until we have filed all
necessary reports for a period of one-year.

       On January 16, 2003, our company issued 200,375 shares of Preferred Stock
to Stirling and Ms. Fonner for a total consideration of $200,375, consisting of:
<TABLE>
<CAPTION>


<S>    <C>                                                                                            <C>
o      4,160,000 shares of Common Stock owned by Stirling                                             $101,340

o      1,400,000 shares of Class A Common Stock owned by Stirling                                       34,105

o      $4,930 in operating costs and expenses paid by Stirling during the
       6-month period ended December 31, 2002                                                            4,930

o      $30,000 in compensation for services rendered by Stirling during the
       6-month period ended December 31, 2002                                                           30,000

o      $30,000 in compensation for services rendered by Ms. Fonner during the
       6-month period ended December 31, 2002                                                           30,000

</TABLE>


       After giving effect to the foregoing, Stirling and Ms. Fonner owned
5,440,050 shares, or approximately 51%, of our outstanding Common Stock and
200,375 shares, or approximately 68%, of our outstanding Preferred Stock. On
March 3, 2003, Stirling and Ms. Fonner approved certain amendments to our
Certificate of Incorporation by written consent, including:

o      Increasing our authorized capital stock to 50,000,000 shares of Common
       Stock and 5,000,000 shares of preferred stock;

o      Reclassifying our outstanding Class A Common as Common Stock;

o      Reclassifying our outstanding Preferred Stock as Common Stock;

o     Implementing a reverse split in the ratio of one (1) new share for
      each 4,000 shares of Common Stock outstanding after the
      reclassification of the Class A Common and Preferred Stock; and

o      Implementing a 100 for 1 forward split of the common stock outstanding
      immediately after the implementation of the reverse split.

Concurrently, Stirling and Ms. Fonner ratified certain corporate actions that
did not involve an amendment to our Certificate of Incorporation, including:

o Ratifying the adoption of amended and restated by-laws that expressly
authorize a single-member board of directors; and

o Ratifying the selection of Want & Ender CPA PC, as our independent auditors
for the current year.

       As a result of the foregoing restructuring, we have 772,500 shares of
common stock and no other securities outstanding at the date of this report. All
record holders of our common stock own at least 100 shares. Unless otherwise
noted, the balance of this report gives retroactive effect to the completion of
the restructuring.

       We have recently commenced the implementation of the business plan
described below.

Business Operations

       We intend to seek, investigate and, if the results of such investigation
warrant, effect a business combination with a suitable privately held company or
other business opportunity. Our proposed operations are sometimes referred to as
a "blind pool" because our stockholders will not ordinarily have an opportunity
to analyze the various business opportunities presented to us, or to approve or
disapprove the terms of any business combination transaction that we may
negotiate. Consequently, our potential success will be primarily dependent on
the efforts and abilities of our new management team, who will have virtually
unlimited discretion in searching for, negotiating and entering into a business
combination transaction.

       Management believes that the selection of a business opportunity will be
complex and extremely risky. Because of general economic conditions, rapid
technological advances being made in some industries and shortages of available
capital, our new management team believes that there are numerous privately held
companies seeking the perceived benefits of becoming a publicly held
corporation. Such perceived benefits may include facilitating debt financing or
improving the terms on which additional equity may be sought, providing
liquidity for the principals of the business, creating a means for providing
stock incentives or similar benefits to key employees, providing liquidity for
all stockholders and other factors.

       Potential business opportunities may occur in many different industries
and at various stages of development, all of which will make the task of
comparative investigation and analysis extremely difficult and complex. Our new
management team believes we will only be able to participate in one business
venture. This lack of diversification should be considered a substantial risk
because it will not allow us to offset potential losses from one venture against
gains from another. Moreover, since we do not have any financial, managerial or
other resources, our new management team believes we will not be viewed as a
suitable business combination partner for either developing companies or
established business that currently need substantial additional capital.

       Management believes our company will offer owners of a suitable privately
held company the opportunity to acquire a controlling ownership interest in a
public company:

o  In less time than would be required for a traditional IPO;

o  For less out-of-pocket cost than would be required for a traditional IPO;
   and

o With a greater degree of certainty that the transaction will ultimately close.

Nevertheless, the owners of any target that we select will incur significant
costs and expenses, including the costs of preparing the required business
combination agreements and related documents, the costs of preparing a Current
Report on Form 8-K describing the business combination transaction and the costs
of preparing the documentation associated with future reporting under the
Exchange Act.

       Sally A. Fonner, our president and sole director, has previously served
as the sole officer and director of five inactive public shells that effected
business combinations with private companies. In each of these transactions, the
combined companies have only qualified for quotation on the OTC Bulletin Board,
trading has not been active, liquid or sustained and the market prices have been
volatile. Even if we negotiate and close a business combination, an active,
liquid, stable and sustained public market for our shares may never develop.
Stockholders are encouraged to independently review the available information on
Ms. Fonner's prior transactions.

       While management believes our company will be able to enter into a
business combination transaction within 12 months, there can be no assurance as
to how much time will elapse before a business combination is effected, if ever.
We will not restrict our search to any specific business, industry or
geographical location, and our company may participate in a business venture of
virtually any kind or nature. We may not, however, enter into a business
combination with a target that is otherwise an affiliate of Stirling or Ms.
Fonner.

Acquisition Opportunities

       In implementing a particular business combination transaction, our
company may become a party to a merger, consolidation, reorganization, joint
venture, franchise or licensing agreement with another corporation or entity. We
may also purchase stock or assets of an existing business. After the
consummation of a business combination transaction, it is likely that our
present stockholders will only own a small minority interest in the combined
companies. In addition, as part of the terms of the acquisition transaction, all
of our current officers and directors will ordinarily resign and be replaced by
new officers and directors selected by the target. Our new management team does
not intend to obtain stockholder approval before consummating any acquisition
other than a statutory merger.

       In connection with our investigation of potential business opportunities,
our new management team will ordinarily meet personally with the management and
key personnel of potential targets. They may also visit and inspect material
facilities, check the references of management and key personnel, and take other
reasonable investigative measures. Since the financial and other resources of
our company will be limited, our new management team is not likely to obtain
independent analysis or verification of the information provided by a potential
target

       The terms of any business combination we may negotiate in the future will
depend on the nature of the opportunity, the needs and desires of the target and
its owners, and the relative negotiating strength of our company and the other
parties to the proposed transaction. In negotiating the terms of a potential
business combination, our management team will ordinarily focus on the
percentage of the combined companies' stock that will be held by the owners of
the target upon completion of the transaction. While our management team will
endeavor to maximize the total value to our current stockholders, it is likely
that the owners of the target will want to own 90% to 95% of the outstanding
stock the combined companies upon completion of the transaction. Therefore, any
business combination will likely have a significant dilutive effect on the
voting power held by our current stockholders. Stirling and Ms. Fonner may, but
do not presently intend to sell any portion of their shares in connection with a
business combination. If Stirling or Ms. Fonner ultimately decide to sell shares
in connection with a business combination, the selling price of such shares may
not represent a premium to the per share value received by our company.

         Upon completion of a business combination transaction, there can be no
assurance that the combined companies will have sufficient funds to undertake
any significant development, marketing and manufacturing activities.
Accordingly, the combined companies may be required to either seek additional
debt or equity financing or obtain funding from third parties, in exchange for
which the combined companies might be required to issue a substantial equity
position. There is no assurance that the combined companies will be able to
obtain additional financing on terms acceptable to the combined companies.

         It is anticipated that the investigation of specific business
opportunities and the negotiation, drafting and execution of relevant
agreements, disclosure documents and other instruments will require substantial
management time and attention and substantial costs for accountants, attorneys
and others. If a decision were made not to participate in a specific business
opportunity the costs incurred in the related investigation would not be
recoverable. Furthermore, even if an agreement is reached for the participation
in a specific business opportunity, the failure to consummate that transaction
may result in the loss of the related costs incurred.

       If our company issues securities in connection with a business
combination, we will probably do so in reliance on exemptions from registration
under applicable Federal and state securities laws. In some circumstances,
however, as our company may agree to register such securities either at the time
the transaction or at some specified time thereafter. The issuance of
substantial additional securities and their potential sale into any trading
market that may develop may have a depressive effect on such market.

       While the terms of a future transaction cannot be predicted, it is likely
that the parties to the business transaction will want to avoid a taxable event.
Therefore, the most likely transaction format would be an acquisition structured
as a tax-free reorganization under Sections 368(a)(1) or 351 of the Internal
Revenue Code of 1986, as amended (the "Code"). In order to obtain tax-free
treatment under the Code, it may be necessary for the owners of the acquired
business to own at least 80% of the voting stock of the surviving entity. In
such event, our current stockholders would retain less than 20% of the combined
companies. We intend to structure any business combination in such manner as to
minimize Federal and state tax consequences to the target.

NASDAQ listing requirements

       We believe the most likely business combination structure will involve a
"reverse takeover" where we issue shares of New Common in exchange for the
assets or outstanding stock of a target. Upon the completion of a reverse
takeover, we expect that the former stockholders of the target will likely own a
substantial majority interest in the combined companies. Since the ongoing costs
and expenses associated with reporting under the Exchange Act can be a
significant burden for a small company, we believe that larger established
companies are better suited to shell transactions than small entrepreneurial
companies. Moreover, a substantial business combination transaction will be
required to satisfy the minimum listing standards for Nasdaq. Since the size of
the target will, in large part, determine the market where the securities of the
combined entity will qualify for listing, we intend to use all reasonable
commercial efforts to identify and negotiate with the largest possible business
combination candidates.

       The following table summarizes the recently adopted quantitative listing
standards for companies that want to list their securities on Nasdaq:

[GRAPHIC OMITTED]

       We have approximately 1,000 record stockholders and we will not negotiate
a business combination transaction on terms that would result in the combined
companies having a public float of less than 1,000,000 shares. While we will
endeavor to negotiate a business combination with a target that has sufficient
operating history, stockholders' equity and net income to satisfy the Nasdaq
listing standards, there is no assurance that our efforts will be successful.
Moreover, Nasdaq requires an established trading history of 90 days at a price
that exceeds the minimum bid price requirement before it will consider a listing
application. Therefore, the combined companies' shares will have to begin
trading on the OTC Bulletin Board, the Pink Sheets or the proposed BBX, and wait
to apply for a Nasdaq listing until all applicable listing standards are met.
Under the circumstances, there is no assurance the combined companies' shares
will ever qualify for Nasdaq.

Stock issuance for a business combination

       The determination of the number of shares of New Common to be issued in
connection with a business combination is not an exact science and entails a
great deal of subjective business judgment. In arriving at an optimal capital
structure for a business combination transaction, our board will ordinarily
evaluate the strengths, weaknesses and growth potential of a target against
similarly situated publicly held companies in the same market segment. Based on
this analysis, our board will then attempt to estimate the stabilized market
capitalization that the combined companies can expect to achieve under
reasonably foreseeable circumstances. This value will then be risk weighted by
an appropriate factor and used to determine the number of shares of New Common
that can be issued by our company. In the case of a target that can only
reasonably expect a stabilized market capitalization of $20 million to $25
million, the number of shares of New Common issuable to the owners of the target
will be much smaller than would be the case if the target could reasonably
expect a stabilized market capitalization of $100 million. The following table
reflects the potential future ownership of our company under three possible
business combination scenarios:

<TABLE>
<CAPTION>


                                                 80% to Target          90% to Target          95% to Target
                                              Shares     Percent      Shares     Percent      Shares     Percent

<S>                                           <C>         <C>         <C>         <C>         <C>          <C>
Original stockholders                         430,800     8.03%       430,800     4.02%       430,800      2.01%
Stirling stock purchases                      341,700     6.37%       341,700     3.19%       341,700      1.59%
Compensation to Ms. Fonner (1)                120,000     2.24%       100,000     0.93%       100,000      0.47%
Compensation to counsel and advisors (2)      180,000     3.36%       200,000     1.86%       200,000      0.93%
Target company stockholders                 4,290,000    80.00%     9,652,500    90.00%    20,377,500     95.00%
                                            ---------    ------     ---------    ------    ----------     ------
Total                                       5,362,500   100.00%    10,725,000   100.00%    21,450,000    100.00%
                                            =========   =======    ==========   =======    ==========    =======
<FN>

(1)    Ms. Fonner will receive 50,000 shares of common stock per month as compensation for services rendered.
(2)    We will issue up to 180,000 shares of common stock to our legal counsel and advisors as compensation for services rendered.
</FN>
</TABLE>

       The potential business combination scenarios set forth above are only
intended to serve as examples of the range of business combination transactions
will be permissible under the Plan and it is possible that the final terms of a
business combination may fall outside of the range presented. Since Stirling and
Ms. Fonner have not yet identified a target, or commenced any discussions or
negotiations with the owners thereof, it is impossible to predict the ultimate
structure of a future business combination or to quantify the ultimate interest
of our original stockholders in the combined companies.

Future disclosure respecting a business combination

       Our Common Stock is registered under the Exchange Act and we cannot
conclude a business combination with a company that is unable to provide audited
financial statements for the periods specified in the applicable SEC
regulations. This requirement will limit our pool of potential targets and may
make it impossible for us to implement our business plan.

       In most cases, we will not provide detailed information on a proposed
business combination to our stockholders or request stockholder approval of a
proposed transaction. Within 15 days after the closing of a business
combination, the combined companies will be required to file a Form 8-K that
discloses the terms of the transaction and provides the audited financial
statements and other information specified by Form 8-K.

       In a letter dated April 7, 2000, the SEC's Office of Small Business
advised the NASD that the SEC would raise no objection to "back-door"
registrations involving public shells if the combined companies could provide
"some minimally acceptable level of information." The letter then went on to
explain that while disclosure comparable to a Form 10 or Form 10-SB is
preferable, the term "minimally acceptable" means complete audited and pro forma
financial statements, which must be filed on Form 8-K within 15 days of the
transaction.

       After discussing the minimal requirements for a Form 8-K succession
transaction, the SEC went on to explain that their policy was to subject "back
door" filings on Form 8-K to the same standards of review and comment as filings
on Form 10 and Form 10-SB.

       While the contents of the disclosure provided by the combined companies
will be the province of successor management, we believe the interests of our
stockholders will be best served if the combined companies file a Form 8-K
containing information that is substantially equivalent to the information that
would be included in a Form 10 or Form 10-SB registration statement. We will
endeavor to negotiate contractual provisions that require the combined companies
to make such a filing, but we can provide no assurances respecting the quality
or timeliness of the future SEC reports filed by successor management.

         Our proposed activities are not subject to SEC Rule 419 because we are
not offering stock to the public in an offering that has been registered under
the Securities Act. Therefore, our stockholders and the owners of potential
targets are not entitled to the substantive protection provided by Rule 419.

ITEM 2.       PROPERTIES

 None.

ITEM 3.       LEGAL PROCEEDINGS

None.

ITEM 4.       SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

       No matters were submitted to a vote of the stockholders during the fourth
quarter of the fiscal year ended January 31, 2002. On March 3, 2003, Ms. Fonner
and Stirling, who collectively owned 5,440,050 shares of Common Stock and
200,375 shares of Preferred Stock consented in writing to a series of amendments
to our Certificate of Incorporation that were sequentially adopted for the
purpose of:

o      Increasing our authorized capital stock to 50,000,000 shares of Common
       Stock and 5,000,000 shares of preferred stock;

o      Reclassifying our outstanding Class A Common as Common Stock;

o      Reclassifying our outstanding Preferred Stock as Common Stock;

o      Implementing a reverse split in the ratio of one (1) new share for
       each 4,000 shares of Common Stock outstanding after the
       reclassification of the Class A Common and Preferred Stock; and

o      Implementing a 100 for 1 forward split of the common stock outstanding
        immediately after the implementation of the reverse split.

       Concurrently, Ms. Fonner and Stirling consented in writing to the
following corporate actions that did not involve an amendment to our Certificate
of Incorporation:

o  Ratifying the adoption of amended and restated by-laws that expressly
 authorize a single-member board of directors; and

o Ratifying the selection of Want & Ender CPA PC, as our independent auditors
for the current year.

       As a result, we have 772,500 shares of common stock and no other
securities outstanding at the date of this report. All record holders of our
common stock own at least 100 shares.

PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

       At the date of this annual report, we have 772,500 shares of common stock
and no other securities outstanding. In addition, our company is presently
obligated to issue 145,000 shares of common stock in compensatory transactions.
There has been no active market for our securities for over fourteen years.

       Our Common Stock has been quoted on the OTC Bulletin Board since March
27, 2003, however, there has been no material trading activity. The latest Yahoo
finance quote for our common stock (OTCBB: ENCV) reflects a price of $0.00 bid
and $0.00 asked.

ITEM 6.       SELECTED FINANCIAL DATA.

       Our company was completely inactive during the period between the
conversion of our bankruptcy case on May 11, 1988 and the restoration of our
corporate charter in June 2002. Accordingly we had no assets, liabilities,
revenues or expenses during the fiscal years ended January 31, 1999 through
January 31, 2002. The following table presents certain selected financial data
for the fiscal years ended January 31, 1999 through 2003.
<TABLE>
<CAPTION>


                                                                  Fiscal year ended January 31,
                                                   1999         2000          2001         2002         2003


<S>                                                 <C>          <C>           <C>          <C>             <C>
Operating revenues                                  $0           $0            $0           $0              $0
Net income (loss)                                   $0           $0            $0           $0      ($218,469)
Net income (loss) per share                         $0           $0            $0           $0         ($0.00)

Total assets                                        $0           $0            $0           $0             $75
Long term debt                                      $0           $0            $0           $0              $0
Stockholders' equity                                $0           $0            $0           $0      ($123,539)

Dividends paid                                      $0           $0            $0           $0              $0
</TABLE>


ITEM 7.       MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                      RESULTS OF OPERATIONS.

Financial Condition and Results of Operations

       As a result of our prior Bankruptcy, our company had no assets,
liabilities, or ongoing operations and did not engage in any business activities
between May 11, 1988 and July 2, 2002. Our company had no operations during the
fourteen years ended June 30, 2002 and it had no material assets or liabilities
on June 30, 2002.

       During the fiscal year ended January 31, 2003, a meeting of our
stockholders was called and held, our corporate charter was restored and we
filed certain delinquent reports with the SEC to bring our company current with
respect to its reporting obligations. Immediately after the meeting, Stirling
purchased 9,600,000 shares of Common Stock and 1,400,000 shares of Class A
Common for total cash consideration of $30,000, consisting of $6,724 in cash and
$23,276 in reimbursable out-of-pocket costs associated with obtaining the Court
order and holding the stockholders meeting. Our net loss for the fiscal year
ended January 31, 2003 was ($219,519).

       Stirling paid a total of $30,452 in out of pocket costs associated with
the stockholders meeting. During the year ended January 31, 2003 our company
also paid $35,000 in administrative fees, $70,000 in cash officer and director's
fees, $76,941 in cash professional fees and $6,075 in administrative expenses.
All of these operating costs were accrued and will not be payable until we
complete a business combination transaction with a private company. In addition
to the foregoing cash compensation, our company is obligated to issue 35,000
shares of common stock to Ms. Fonner and 70,000 shares of common stock to legal
counsel as compensation for services rendered during the year ended January 31,
2003.

       In connection with the purchase of 200,375 shares of preferred stock in
December of 2002, an aggregate of $64,930 in related party accounts payable were
converted to capital. The following table summarizes the status of our accounts
payable at January 31, 2003:

       Stirling Corporate Services               $ 8,614
       Sally A. Fonner                            40,350 (1)
       Legal counsel                              75,700 (1)
                                                 -----------
       Total accounts payable                   $123,614

(1) Includes the fair market value of shares issuable in compensatory
transactions.

       We expect to incur substantial additional expenses in connection with our
planned stockholders meeting, the preparation of our future SEC reports and the
implementation of the business plan that will be described in detail in our
proxy statement for the planned meeting. Stirling, our legal counsel and most of
the advisors who will provide services for our company have agreed to carry the
bulk of their billings as accounts receivable until we negotiate and close a
business combination agreement. The proxy statement for the planned meeting will
detail our plans with respect to future sales of securities for cash that will
be necessary to pay the out of pocket costs associated with our future
operations.

Plan of Operations

       We recently implemented a corporate restructuring as more fully described
in an Information Statement Pursuant to Regulation 14C which was filed with the
SEC and mailed to our stockholders in February 2003. We intend to seek an
acquisition of assets, property or business that may benefit our company and its
stockholders. Because we have no substantial financial resources, our management
team believes we will be required to issue equity securities as the sole
consideration for such an acquisition.

       During the next twelve months, we will pay $20,000 per month in
administration fees, executive compensation and legal fees. All of these amounts
will be carried as open accounts payable until we enter into a business
combination with a private company. We are unlikely to enter into a business
combination with a potential target that is unwilling to pay all or at least a
substantial portion of the accrued compensation.

       During the next twelve months, we will issue 5,000 shares of common stock
per month to Ms. Fonner and 2,500 shares of common stock per month to legal
counsel in compensatory transactions.

       Our only cash requirements will be our out-of-pocket general and
administrative expenses, which are expected to average approximately $1,500 per
month, and the extraordinary out-of-pocket costs associated with investigating
potential acquisitions. Stirling intends to advance sufficient funds to allow
our company to pay its anticipated cash operating expenses. We intend to request
a reasonable due diligence fee before we commence a detailed investigation of an
acquisition opportunity. We may also attempt to raise additional capital through
a private placement to accredited investors. Since we have not identified any
potential targets as of the date of this Form 10-K, it is impossible to predict
whether additional capital may be required during the next 12 months.

       We have no specific plans to offer or sell any securities for cash.
However, we may decide to engage in such activities in the future. In such an
event, we will probably sell securities for cash in a private placement
transaction because Rule 419 severely restricts the ability of blank check
companies to offer registered securities for cash and use the proceeds of such
an offering in their business. Since we are not currently conducting a
registered offering of securities, and do not intend to conduct any such
offering in the foreseeable future, our management team does not believe that
Rule 419 will become applicable in the foreseeable future.

ITEM 7A.      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

None.

ITEM 8.       FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

       For the information called for by this Item, see the Financial Statements
attached. We intend to enter the Small Business Issuer System with its first
quarterly filing of its fiscal year ended January 31, 2003.

ITEM 9.       CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
                       AND FINANCIAL DISCLOSURE.

       Peat Marwick, Main & Co., Certified Public Accountants, audited our
financial statements for the year ended January 31, 1987. As a result of the
bankruptcy case discussed elsewhere herein, we did not prepare audited financial
statements for the year ended January 31, 1988. In connection with the election
of the new board of directors on June 18, 2002, the firm of Want & Ender,
Certified Public Accountants was retained to audit our balance sheet as of May
11, 1988 and for each of the intervening years during the period from January
31, 1988 through January 31, 2002, and to serve as our auditor in the future.

       The newly elected board is unaware of any reportable disagreements
between our company and the firm of Peat Marwick, Main & Co., Certified Public
Accountants, on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure during the year ended
January 31, 1988 or the subsequent interim period ended May 11, 1988.

PART III

ITEM 10.      DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

       In connection with the Court ordered meeting, the stockholders elected
three new directors who assumed office immediately after the meeting. The
persons who were elected to serve as directors of our company are identified in
the following table.

              Name                          Age                   Residence
       Sally A. Fonner                      53                Dunedin, Florida
       Michael Manion                       52                Apopka, Florida
       Robert R. Williams                   72                Bowie, Maryland

       Upon election, the board of directors amended our by laws to permit a
single member board. Immediately thereafter, Messrs. Manion and Williams
resigned from the board of directors. At the date of this Form 10-K, Ms. Fonner
is the sole member of our board of directors and the sole executive officer of
our company.

       Ms. Sally Fonner is an officer and principal stockholder of Stirling. She
has also served as the president and sole director of our company since June 18,
2002. Ms. Fonner is not a full-time employee and is not required to devote any
specific amount of time to our business. Ms. Fonner graduated from Stephens
University in 1969 with a Bachelor of Arts in Social Systems. After a stint in
the private sector, she returned to further her education and earned her MBA
degree from the Executive Program of the University of Illinois in 1979. Since
December 2000, Ms. Fonner has served as the president of Win or Lose Acquisition
Corporation, a publicly held blank check company that intends to pursue a
business strategy that is similar to our proposed business. Due to significant
structural differences between our company and Win or Lose Acquisition
Corporation, the two companies are not expected to be direct competitors in the
search for acquisition candidates. Stockholders should be aware, however, that
Win or Lose Acquisition Corporation will offer a number advantages to
substantial acquisition candidates that are contemplating a transaction with a
public shell.

       During the past five years Ms. Fonner has served as an officer and
director and managed the business affairs of five inactive and insolvent public
companies that ultimately engaged in business combination transactions with
privately held companies. The following table identifies the five public
companies that have been managed by Ms. Fonner during the last five years and
provides summary information on the time periods for which she served as an
officer and director.
<TABLE>
<CAPTION>


     Company Name                            Term as an officer                  Term as a director

<S>                                            <C>           <C>                   <C>              <C>
eNote.com, Inc.                           June 1998 to April 1999             June 1998 to November 1999
Telemetrix, Inc.                          July 1997 to April 1999             July 1997 to April 1999
Dupont Direct Financial Holdings, Inc.    June 1998 to April 1999             June 1998 to March 2000
Liberty Group Holdings, Inc.              March 1997 to November 1999         March 1997 to December 1999
Yifan Communications, Inc.                March 2000 to July 2000             March 2000 to March 2001

</TABLE>

       In connection with her management of each of these companies, Ms. Fonner
filed the certificates necessary to restore valid corporate existence under
state law; restored dormant relationships with transfer agents, brokerage firms
and depository institutions, filed the necessary State and Federal tax returns,
and brought the companies current with respect to their SEC reporting
obligations; solicited proxies and obtained stockholder approval of plans to
restructure the business affairs, debts and capital of the companies; and
implemented the restructuring plans and ultimately negotiated and closed a
business combination with a private company identified and selected by her.
Summary information on these transactions is set forth below:

<TABLE>

<CAPTION>


Name of combined      eNote.com, Inc.     Telemetrix, Inc.   Liberty Group      Dupont Direct     Yifan
companies                                                    Holdings, Inc.     Financial         Communications, Inc.
                                                                                Holdings, Inc.
Original name of      Webcor              Arnox Corporation  Bio Response,      Marci             Smart Games
the shell company     Electronics, Inc.                      Inc.               International     Interactive, Inc.
                                                                                Imports, Inc.
Inactive since        1989-Bankrupt       1989-Bankrupt      1989-Bankrupt      1989-Bankrupt     1997-Insolvent
Name of target        Navis               Tracy Corp. II     Liberty Food       Wavecount, Inc.   Yifan.com, Inc.
                      Technologies, Ltd.  and Telemetrix     Group, Ltd.
                                          Resource Group
<S>                   <C> <C>             <C> <C>            <C>   <C>          <C>  <C>          <C>  <C>
closing date          4/7/1999            4/7/1999           11/23/1999         1/28/2000         7/31/2000
Cash Fees paid by     $250,000 (3)        $125,000           $75,000            $150,000 (4)      $350,000
target (1)(2)
Stock held by         540,000             300,000            300,000            300,000           316,206
original public       3.60%               2.33%              4.71%              4.20%             2.43%
stockholders
Ms. Fonner's          740 (5)             87 (5)             63 (5)             111 (5)           462,500 (6)(7)
stock purchases
Stock issued to       740,000 (7)(8)      450, 000 (7)(8)    450, 000 (7)(8)    450, 000 (7)(8)   33,794 (8)(9)
Ms. Fonner and        4.93%               3.50%              7.84%              6.29%             3.82%
her advisors
Stock issued to       13,720,000          12,117,000         5,575,000          6,400,000         12,174,671
target and its        91.47%              94.17%             87.45%             89.51%            93.75%
advisors
OTC Symbol            ENOT (10)           TLXT               LGHI (10)          DIRX              YIFN (10)

<FN>

(1)   In connection with the prior transactions, the target and/or its principal
      stockholders paid cash M&A fees to Ms. Fonner and her affiliates. No M&A
      fees may be paid to any of our officers or their respective affiliates.
(2)   The table does not include information on the profits received by Ms.
      Fonner, her affiliates and her advisors from the resale of shares held by
      them. Given the nature of the relationships between Ms. Fonner and her
      non-affiliated advisors, it would be impractical to provide such
      information.
(3)   In connection with the eNote.com transaction, $100,000 of the cash M&A fee was paid to third-party finders.
(4)   In connection with the Dupont transaction, $10,000 of the cash M&A fee was paid to third-party finders.
(5)   Before beginning her activities with respect to Webcor, Arnox, Bio Response and Marci, Ms. Fonner purchased between 800 and
      5,000 shares for nominal consideration in open market transactions. The
      numbers in the table give retroactive effect to the reverse splits
      implemented by these companies. Except for these initial purchases, Ms.
      Fonner and her affiliates did not purchase any of the outstanding shares
      and she believes that none of her advisors purchased any outstanding
      shares.
(6)   In March 2000, a private investor purchased a majority interest in Smart
      Games by contributing $75,000 in cash to the company in exchange for
      375,000 shares of common stock. The investor then appointed Ms. Fonner to
      serve as the company's sole director. Thereafter, Ms. Fonner contributed
      an additional $48,286 in cash to the company in exchange for 87,500 shares
      of common stock. All contributed funds were used to settle the company's
      debts and pay the third-party costs associated with the reorganization.
 (7)  The reorganization plans for Webcor, Arnox, Bio Response and Marci each
      provided that Ms. Fonner and her advisors would receive newly issued
      shares of common stock as compensation for services rendered. The numbers
      presented in the table include all shares issued to Ms. Fonner and her
      affiliates and advisors.
(8)   The bulk of the shares issued to or purchased by Ms. Fonner and her
      affiliates and advisors were ultimately allocated to unaffiliated
      third-party advisors. The following summarizes the number of shares
      retained by Ms. Fonner and her affiliates in connection with the
      transactions identified above.

              eNote.com, Inc.                                                          180,600 shares
              Telemetrix, Inc.                                                         110,500 shares
              Liberty Group Holdings, Inc.                                              69,520 shares
              Dupont Direct Financial Holdings, Inc.                                    96,400 shares
              Yifan Communications, Inc.                                                68,115 shares
(9)   After the closing of the Yifan transaction, Ms. Fonner entered into a
      1-year personal services contract with that company which provided for the
      issuance of 180,000 additional shares of common stock.
(10)  eNote.com, Liberty Group Holdings and Yifan Communications were ultimately
      removed from the OTC Bulletin Board for failure to file their required
      Exchange Act reports in a timely manner.
</FN>
</TABLE>

       In each of Ms. Fonner's prior transactions, the combined companies' stock
only qualified for quotation on the OTC Bulletin Board. In each these
transactions, the market price has been highly volatile, and the market has not
been active, liquid or sustained. Even if we negotiate and close a business
combination, there is no assurance that an active, liquid, stable and sustained
public market for the combined companies' shares will ever develop. Therefore,
stockholders are encouraged to independently review the available public
information, including SEC reports, press releases and historical trading data,
on the prior transactions effected by Ms. Fonner.

       Detailed information on Ms. Fonner's activities with respect to these
companies is included in the proxy statements and other SEC reports filed both
before and after the business combinations. These documents can be inspected and
copied at the SEC's public reference room at Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549-1004. You may obtain information
about the public reference room by calling the SEC at 1-800-SEC-0330. In
addition, the SEC maintains a web site at www.sec.gov that contains copies of
all proxy statements and other SEC reports that have been filed by these
companies. Additional information, including press releases and the trading
history of these companies is available from a variety of public sources.

ITEM 11.      EXECUTIVE COMPENSATION.

       During the year ended January 31, 2003, Sally A. Fonner served as the
sole officer and director of our company. The following table summarizes the
cash compensation received by Ms. Fonner during the year ended January 31, 2003.
<TABLE>
<CAPTION>

                                                                                               Other Annual
       Name               Position           Year               Salary         Bonus           Compensation

<S>                                          <C>               <C>    <C>                        <C>     <C>
Sally A. Fonner      Chief Executive         2003              70,350 (1)(2)    --               $35,000 (1)
</TABLE>


 (1)   Ms. Fonner is entitled to receive an officer's and director's fee of
       $10,000 per month and Stirling Corporate Services is entitled to receive
       an administration fee of $5,000 per month. All such compensation has been
       accrued and will be carried as an open account payable until we engage in
       a business combination transaction.
(2)    Ms. Fonner is entitled to receive 5,000 shares of common stock per month
       as additional compensation. The salary column reflects the 35,000 shares
       Ms. Fonner earned during the year ended January 31, 2003 at their
       estimated fair market value of $.01 per share.

ITEM 12.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
           AND RELATED STOCKHOLDER MATTERS

       After giving effect to our recently completed corporate restructuring and
the 127,500 shares of common stock that our company is presently obligated to
issue in compensatory transactions, we have 900,000 shares of common stock
outstanding on the date of this report. The following table presents certain
information regarding the beneficial ownership of our voting Common Stock by (i)
each person known to own more than 5% of such securities, (ii) each of our
directors, and (iii) all directors and officers as a group. Unless otherwise
noted, we believe that each of identified stockholders has sole investment and
voting power with regard to the securities listed opposite his name.

<TABLE>
<CAPTION>


           Name of                                  Amount and Nature of                          Percent
      Beneficial Owner                              Beneficial Ownership                         of Class

<S>             <C>                                         <C>                                       <C>
Bernard Tessler (1)                                         61,200                                    6.80%
Petersen & Fefer (2)(3)                                     77,500                                    8.61%
Stirling Corporate Services LLC (4)                        391,700 (5)                               43.53%
Sally Fonner (4)                                           391,700 (5)                               43.52%
All officers & directors as a group                        391,700                                   43.52%

</TABLE>


(1)    310 East Shore Road, Great Neck, New York 11023 (2) Chateau de
       Barbereche, Switzerland 1783 Barbereche
(3)    The law firm of Petersen & Fefer is entitled to receive 70,000 shares of
       common stock for work performed during the year ended January 31, 2003
       and 7,500 shares for work performed subsequent to year end.
(4)    1407 North Fort Harrison, Suite H, Clearwater, Florida 33755.
(5)    Includes 341,700 shares presently held by Ms. Fonner and Stirling and
       50,000 shares issuable to Ms. Fonner as compensation through April 30,
       2003.

ITEM 13.       CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

       On July 2, 2002, we sold 9,600,000 shares of common stock and 1,400,000
shares of Class A Common to Stirling for a total consideration of $30,000,
consisting of $6,724 in cash and a release of Stirling's claims for $23,276 in
out-of-pocket costs associated with obtaining the Court order and holding the
meeting.

       On January 16, 2003, we issued 200,375 shares of Preferred Stock to
Stirling and Ms. Fonner for a total consideration of $200,375, consisting of:

o      4,160,000 shares of Common Stock owned by Stirling             $101,340

o      1,400,000 shares of Class A Common Stock owned by Stirling       34,105

o      $4,930 in operating costs and expenses paid by Stirling
        during the 6-month period ended December 31, 2002                4,930

o      $30,000 in compensation for services rendered by Stirling
       during the 6-month period ended December 31, 2002                30,000

o      $30,000 in compensation for services rendered by Ms. Fonner
       during the 6-month period ended December 31, 2002                30,000

       No officer, director or family member of an officer or director is
indebted to our company.

ITEM 14.      CONTROLS AND PROCEDURES

       As of May 12, 2003, an evaluation was completed under the supervision and
with the participation of the Company's management, including the Company's
President and Chief Financial Officer, of the effectiveness of the design and
operation of the Company's disclosure controls and procedures. Based on that
evaluation, the Company's management including the President and Chief Financial
Officer, concluded that the Company's disclosure controls and procedures were
effective as of May 12, 2003. There have been no significant changes to the
Company's internal controls or other factors that could significantly affect
internal controls subsequent to May 12, 2003.

ITEM 15.      EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS.

EXHIBIT INDEX:



3.1          Certificate of Incorporation of The Enchanted
             Village Inc., as amended

              Incorporated by reference to the Registrant's
              registration statement on Form S-18, File No.

3.2          Certificate of Amendment to the Certificate
             of Incorporation dated May 6, 1985

             Incorporated by reference to the Registrant's
             registration statement on Form S-1, File No. 33-2355

3.3          Certificate of Amendment to the Certificate
             of Incorporation dated February 12, 1986

             Incorporated by reference to the Registrant's
             registration statement on Form S-1, File No. 33-2355

3.4          Certificate of Amendment to the Certificate
             of Incorporation dated October 8, 1986

             Incorporated by reference to the Registrant's
             registration statement on Form S-1, File No. 33-2355



3.5          Amended and restated by-laws of The Enchanted
             Village Inc., dated June 18, 2002

             Incorporated by reference to the Registrant's Annual
             Report on Form 10-KSB As of May 11, 1988 and for the
             fiscal years ended January 31, 1989 through 2002


4.1          Certificate of Designations, Rights and
             Preferences of Preferred Stock dated April
             10, 1986

             Incorporated by reference to the Registrant's
             registration statement on Form S-1, File No. 33-2355



4.2          Specimen Certificate representing Common
             Stock

              Incorporated by reference to the Registrant's
              registration statement on Form S-1, File No. 33-2355

4.3          Specimen Certificate representing Preferred
             Stock

             Incorporated by reference to the Registrant's
             registration statement on Form S-1, File No. 33-2355

4.4          Specimen Certificate representing Class A
             Common Stock
             Incorporated by reference to the Registrant's
             registration statement on Form S-1, File No. 33-2355

99.1         Statement of chief executive and chief
             financial officer Pursuant to section 1350 of
             title 18 of the united states code



FINANCIAL STATEMENT INDEX:

Balance Sheet as of January 31, 2003 and 2002
Statements of Operations for the fiscal years ended January 31, 2003 and 2002.
Statement of Changes in Stockholder's Equity for the fiscal years ended January
31, 2003 and 2002 Statements of Cash Flows for the fiscal years ended January
31, 2003 and 2002.

                                   SIGNATURES

 Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

Date May 12, 2003      THE ENCHANTED VILLAGE, INC.

                       By            /s/      Sally A. Fonner
                         ---------------------------------------------------
                       Sally Fonner, President, Principal Financial Officer
                       Principal Accounting Officer and Sole Director



<PAGE>


          CERTIFICATION OF CHIEF EXECUTIVE AND CHIEF FINANCIAL OFFICER


I Sally A. Fonner, Chief Executive Officer and Chief Financial Officer of
The Enchanted Village, Inc. certify that:

1.       I have reviewed this quarterly report on Form 10-K of The Enchanted
         Village, Inc.;

2.       Based on my knowledge, this report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances under which
         such statements were made, not misleading with respect to the period
         covered by this annual report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this report, fairly present in all material
         respects the financial condition, results of operations and cash flows
         of the registrant as of, and for, the periods presented in this report;

4.       The registrant's other certifying officers and I, are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         we have:

a)       designed such disclosure controls and procedures to ensure that
         material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this annual report is
         being prepared;

b)       evaluated the effectiveness of the registrant's disclosure controls and
         procedures as of a date within 90 days prior to the filing date of this
         annual report (the "Evaluation Date"); and

c)       presented in this report our conclusions about the effectiveness of the
         disclosure controls and procedures based on our evaluation as of the
         Evaluation Date;

5.       The registrant's other certifying officers and I have disclosed, based
         on our most recent evaluation, to the registrant's auditors and the
         audit committee of registrant's board of directors (or persons
         performing the equivalent function):

a)       all significant deficiencies in the design or operation of internal
         controls which could adversely affect the registrant's ability to
         record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and

b)       any fraud, whether or not material, that involves management or other
         employees who have a significant role in the registrant's internal
         controls; and

6.       The registrant's other certifying officers and I have indicated in this
         report whether or not there were significant changes in internal
         controls or in other factors that could significantly affect internal
         controls subsequent to the date of our most recent evaluation,
         including any corrective actions with regard to significant
         deficiencies and material weaknesses.


             /s/ Sally A. Fonner
Sally A. Fonner, Chief Executive Officer
May 12, 2003



<PAGE>


WANT & ENDER, CPA, P.C.
CERTIFIED PUBLIC ACCOUNTANTS              East 28th Street, 6th Floor
                                                 New York, NY 1001637
MARTIN ENDER. CPA                            Telephone (212) 684-2414
STANLEY Z. WANT, CPA, CFP                          Fax (212) 684-5433


Independent Auditor's Report


To the Stockholders and Board of Directors THE ENCHANTED VILLAGE, INC.


We have audited the accompanying balance sheet of THE ENCHANTED VILLAGE, INC.
(Delaware corporation) at January 31, 2003 and 2002, together with the related
statements of operations, changes in stockholders equity/(deficit), and cash
flows for each of the three years ended January 31, 2003 and 2002. These
financial statements are the responsibility of management. Our responsibility is
to express an opinion on these financial statements based on our audit.

We have conducted our audit in accordance with generally accepted auditing
standards. These standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit also includes examining on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Enchanted Village, Inc. at
January 31, 2003 and 2002, and its results of operations and cash flows for each
of the two years ended January 31, 2003 in conformity with generally accepted
accounting principles.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. The Company was inactive during the year ended
January 31, 2002 and experienced a loss from operations and had negative cash
flows from operations the year ended January 31, 2003. Related party advances
financed these operating losses and negative cash flows. These matters raise
substantial doubt about the Company's ability to continue as a going concern.
Management's plans regarding those matters are described in the accompanying
footnotes. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

/s/

Martin Ender
Want & Ender CPA, P.C.
Certified Public Accountants

New York, NY
May 12, 2003



<PAGE>
<TABLE>
<CAPTION>
                                                      THE ENCHANTED VILLAGE, INC.

                                                                   Balance sheet
                                                    As of January 31, 2003 and 2002


                                                                          As of January 31,
                                                               -----------------------------------------
                                                                       2003                2002
<S>                                                                     <C>                 <C>
Cash                                                                       $    75            $    -

Total current assets                                                       $    75            $    -

Total assets                                                               $    75            $    -


LIABILITIES & STOCKHOLDER'S EQUITY

Accounts payable                                                          $ 124,664           $    -

Total current liabilities                                                 $ 124,664           $    -

Total Liabilities                                                         $ 124,664           $    -

Preferred Stock par value $1.00 per share 1,000,000 shares authorized 164,550
 shares outstanding at January 31, 2002
 300,000 shares outstanding at January 31, 2003                           $ 300,000           $ 164,450
Common Stock par value $0.002 per share
 15,000,000 shares authorized
 5,228,333 shares outstanding at January 31, 2002
 10,668,333 shares outstanding at January 31, 2003                        $  21,337           $  10,457
Common Stock Class A par value $0.002
 10,000,000 shares authorized
 1,767,550 shares outstanding at January 31, 2002
 4,428,616 shares outstanding at January 31, 2003                          $  8,857           $   3,535
Additional paid-in capital                                              $  (56,822)

Retained Earnings (Deficit)                                             $ (397,961)         $ (178,442)
                                                               -        ------------        -----------

Total stockholders' equity                                              $ (124,589)           $    -
                                                               =        ============          ======

Total Liabilities and Stockholders Equity                                  $    75            $    -
                                                               =           =========          ======


</TABLE>


 The accompanying footnotes are an integral part of these financial statements.


<PAGE>


                THE ENCHANTED VILLAGE, INC.

                   Statement of Operations
       For the Years Ended January 31, 2003 and 2002


                             Year Ended January 31,
                    -----------------------------------------
                                    2003                 2002
Revenue                                    $    -         $    -
Administrative expenses                 $  35,000         $    -
Officers and directors fees             $  70,350         $    -
Stockholder meeting costs               $  30,452         $    -
Professional fees                       $  77,642         $    -
General and administrative              $  6,075          $    -
                                        --------- -       ------
Total expense                          $ 219,519          $    -
                                       ========== =       ======

Net (loss)                            $ (219,519)         $    -
                                      =========== =       ======

Net (loss) per share                   $   (0.33)         $   0.00
                                       ========== =        ========

Shares used in computation of
   Net (loss) per share                   664,696          451,342
                                          =======           =======


 The accompanying footnotes are an integral part of these financial statements.


<PAGE>
<TABLE>
<CAPTION>


                                                      THE ENCHANTED VILLAGE, INC.

                                             Statement of Changes in Stockholders' Equity
                                             For the Years Ended January 31, 2003 and 2002
                                              (Part I, Changes in Securities Outstanding)


                                          Common Stock               Class A Common Stock              Preferred Stock
             Amount                  Shares     Amount               Shares     Amount              Shares          Amount
--------------------------------------------------------------------------------------------------------------------------------

<S>              <C> <C>               <C>             <C>             <C>             <C>              <C>           <C>
Balance, January 31, 2001              5,228,333       $  10,457       1,767,550       $  3,535         164,450       $ 164,450

--------------------------------------------------------------------------------------------------------------------------------
Balance, January 31, 2002              5,228,333       $  10,457       1,767,550       $  3,535         164,450       $ 164,450
================================================================================================================================

Sale of stock to Stirling for
cash and meeting costs                 9,600,000       $  19,200       1,400,000       $  2,800

Conversion of Preferred Stock
into Class A Common Stock                                              2,661,066       $  5,322        (64,825)      $ (64,825)

Issuance of Preferred Stock for
Common Stock, Class A Common
Stock and accrued compensation
payable                              (4,160,000)      $  (8,320)     (1,400,000)     $  (2,800)         200,375       $ 200,375

Net loss

--------------------------------------------------------------------------------------------------------------------------------
Balance, January 31, 2003             10,668,333       $  21,337       4,428,616       $  8,857         300,000       $ 300,000
================================================================================================================================

Reclassification of Class A
Common Stock                           4,428,616        $  8,857     (4,428,616)     $  (8,857)

Reclassification of Preferred
Stock                                 12,315,000       $  24,630                                      (300,000)     $ (300,000)

Reverse stock split                 (14,324,449)      $ (28,649)

--------------------------------------------------------------------------------------------------------------------------------
Balance, May 12, 2003                    772,500                                         $    -                          $    -
                                                       $  26,175               -                              -
================================================================================================================================




<FN>

                            The accompanying footnotes are an integral part of these financial statements.

</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                                      THE ENCHANTED VILLAGE, INC.

                                             Statement of Changes in Stockholders' Equity
                                             For the Years Ended January 31, 2003 and 2002
                                              (Part II, Changes in Stockholders' Equity)


                                                     Total                        Additional                         Total
                                                   Par Value                       Paid-in     Accumulated      Stockholders
             Amount                              (from Part I)                     Capital          Deficit          Equity
---------------------------------              ------------------              --------------------------------------------------
<S>              <C> <C>                               <C>                           <C>             <C>             <C>
Balance, January 31, 2001                              $ 178,442                         $    -      $ (178,442)          $    -

---------------------------------              ------------------              --------------------------------------------------
Balance, January 31, 2002                              $ 178,442                         $    -      $ (178,442)          $    -
=================================              ==================              ==================================================

Sale of stock to Stirling for
cash and meeting costs                                 $  22,000                       $  8,000                        $  30,000

Conversion of Preferred Stock
into Class A Common Stock                             $ (59,503)                      $  59,503                           $    -

Issuance of Preferred Stock for
Common Stock, Class A Common
Stock and accrued compensation
payable                                                $ 189,255                    $ (124,325)                        $  64,930

Net loss                                                                                             $ (219,519)     $ (219,519)

---------------------------------              ------------------              --------------------------------------------------

Balance, January 31, 2003                              $ 330,194                     $ (56,822)      $ (397,961)     $ (124,589)
=================================              ==================              ==================================================

Reclassification of Class A
Common Stock                                                                                                              $    -

Reclassification of Preferred
Stock                                                $ (275,370)                      $ 275,370                           $    -

Reverse stock split                                   $ (28,649)                      $  28,649                           $    -

---------------------------------              ------------------              --------------------------------------------------
Balance, May 12, 2003                                  $  26,175                      $ 247,197      $ (397,961)     $ (124,589)
=================================              ==================              ==================================================


<FN>


                               The Accompanying footnotes are an integral part of these financial statements.

</FN>
</TABLE>


<PAGE>


                           THE ENCHANTED VILLAGE, INC.
                        Footnotes to Financial Statements


1.      HISTORY

       THE ENCHANTED VILLAGE, INC. was incorporated in Delaware in March 1982.
In July 1983, the company completed an initial public offering of Common Stock
that was registered on Form S-18. In May 1984 the company filed a Form 8-A for
the purpose of registering its' Common Stock under the Securities Exchange Act
of 1934 (the "Exchange Act"). In April 1986, the company completed a second
public offering of Class A Common Stock and Convertible Series A Preferred Stock
that was registered on Form S-1.

       The company's business was conducted through of a chain of 15 retail
stores that sold educational toys and related goods and services. After
encountering financial difficulties, the company filed a voluntary petition
under Chapter 11 of the Bankruptcy Act on April 24, 1987 in the U.S. Bankruptcy
Court for the Eastern District of New York, (case no. 887-70613-20). On May 11,
1988, the company's voluntarily converted its' Chapter 11 case into a case in
Chapter 7, which resulted in the orderly liquidation of the company's business.
As a result of the conversion of the company's reorganization to a case under
Chapter 7, all of the company's properties were transferred to the trustee on
May 11, 1988 and the company terminated all of its' business operations. The
company's Chapter 7 case was closed by an order of the Court on April 14, 1992
and the trustee was discharged.

       While the former management did not file a Form 15 to terminate the
company's reporting obligations under the Exchange Act, the company did not file
any of the documents or reports required by Sections 13 or 15(d) of the Exchange
Act between May 1988 and July 2002. As a result, the company remained subject to
the reporting requirements of the Exchange Act but was delinquent in its SEC
reporting obligations. Since, the company did not file franchise tax returns
with or pay any franchise taxes to the State of Delaware during the pendancy of
its bankruptcy case, the company's Certificate of Incorporation was revoked by
order of the Secretary of State of the State of Delaware on March 1, 1989.

2       RESTORATION OF CORPORATE STATUS

       On April 18, 2002, Karen H. Mounts and Stirling Corporate Services, LLC
("Stirling"), commenced a civil action in the Delaware Court of Chancery
demanding an annual meeting of the stockholders under ss.211 of the General
Corporation Law of Delaware. On May 20, 2002, the Court of Chancery granted the
requested order and an annual meeting of the company's stockholders was called
and held on June 18, 2002 for the sole purpose of electing a new board of
directors.

       In connection with the Court ordered meeting, the stockholders elected
three new directors who assumed office immediately after the meeting. The
following table identifies the newly elected directors of the company:

              Name                          Age                   Residence
       Sally A. Fonner                      53                Dunedin, Florida
       Michael Manion                       52                Apopka, Florida
       Robert R. Williams                   72                Bowie, Maryland

       Upon election, the new board of directors voted to:

o      Revive the company's charter in accordance with Delaware law; and

o Amend the company's by laws to permit a single member board of directors.

       Immediately thereafter, Messrs. Manion and Williams resigned from the
board and Ms. Fonner, acting as the company's sole remaining director, took the
following actions:

o             She determined that it was in the best interest of the company and
              its stockholders to sell 9,600,000 shares of common stock and
              1,400,000 shares of Class A Common Stock to Stirling for a total
              consideration of $30,000, consisting of $6,724 in cash and a
              release of Stirling's claims for $23,276 in out-of-pocket costs
              associated with obtaining the Court order and holding the
              stockholders meeting;
                           THE ENCHANTED VILLAGE, INC.
                        Footnotes to Financial Statements


2.      RESTORATION OF CORPORATE STATUS--continued

o             She determined that it was in the best interest of the company and
              its stockholders to file all reports and other documents necessary
              to bring the company into compliance with respect to its reporting
              obligations under the Exchange Act;

o             She determined that it was in the best interest of the company and
              its stockholders to develop a plan to reorganize the company as a
              public shell that will subsequently seek to engage in a merger or
              other business combination with a private company that wants to
              become publicly held.

       A Certificate of Revival and Restoration of the company's Certificate of
Incorporation was filed with the Secretary of State of the State of Delaware on
June 27, 2002. As a result, the company is now duly organized, validly existing
and in good standing under the laws of the State of Delaware. This report on
Form 10-K as of May 11, 1988 and for the fiscal years ended January 31, 1988
through January 31, 2002 has been filed for the purpose of bringing the company
current with respect to its Exchange Act reporting obligations.

3.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       Use of Estimates

       The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

       Fiscal Year

       The Company's fiscal year begins on February 1 and ends on January 31 of
each year.

       Net Income (Loss) Per Common Share

     The Company  computes net income (loss) per common share in accordance with
Statement of Financial  Accounting  Standards  ("SFAS") No. 128,  "Earnings  Per
Share"  and SEC Staff  Accounting  Bulletin  No. 98 ("SAB  No.  98").  Under the
provisions  of SFAS No. 128 and SAB No. 98,  basic net income  (loss) per common
share  ("Basic  EPS") is computed by dividing net income  (loss) by the weighted
average number of common shares outstanding.

       The Company's net income (loss) per common share has been calculated on
the basis of 900,000 shares issued and outstanding, which gives retroactive
effect to a reverse stock split implemented in March 2003 and the subsequent
issuance of 127,500 shares of common stock in compensatory transactions.

       Income Taxes

       Income taxes are accounted for in accordance with SFAS No. 109,
"Accounting for Income Taxes." Under this method, deferred income taxes are
determined based on differences between the tax bases of assets and liabilities
and their financial reporting amounts at each year-end, and are measured based
on enacted tax rates and laws that will be in effect when the differences are
expected to reverse. Valuation allowances are established, when necessary, to
reduce deferred tax assets to the amount expected to be realized.



<PAGE>


                           THE ENCHANTED VILLAGE, INC.
                        Footnotes to Financial Statements


4.     RELATED PARTY TRANSACTIONS

       During the year ended January 31, 2003 Stirling paid a total of $30,452
in out of pocket costs associated with the stockholders meeting. During the year
ended January 31, 2003 the company paid $35,000 in administrative fees and
$70,000 in cash officer and director's fees. All of these related party
operating costs were accrued and will not be payable until the Company completes
a business combination transaction with a private company. In addition to the
foregoing cash compensation, the company is obligated to issue 35,000 shares of
common stock to Ms. Fonner as compensation for services rendered during the year
ended January 31, 2003.

       In connection with the purchase of 200,375 shares of preferred stock in
December of 2002, an aggregate of $64,930 in related party accounts payable were
converted to capital. The following table summarizes the status of the Company's
related party accounts payable at January 31, 2003:

       Stirling Corporate Services            $ 8,614
       Sally A. Fonner                         40,350 (1)
                                              -------
       Total accounts payable                 $48,964

(1) Includes the fair market value of shares issuable in compensatory
transactions.

5.     CAPITAL STOCK

       The Company's Certificate of Incorporation authorizes the issuance of
50,000,000 shares of Common Stock. The Company's Board of Director's has the
power to issue any or all of the authorized but unissued Common Stock without
stockholder approval. The Company currently has no commitments to issue any
shares of Common Stock; however, the Company will, in all likelihood, issue a
substantial number of additional shares in connection with a Business
Combination. To the extent that additional shares of Common Stock are issued,
dilution to the interests of the Company's stockholders participating in the
Proposed Offering will occur.

       The Board of Directors of the Company is empowered, without stockholder
approval, to issue up to 5,000,000 shares of "blank check" preferred stock (the
"Preferred Stock") with dividend, liquidation, conversion, voting or other
rights that could adversely affect the voting power or other rights of the
holders of the Company's Common Stock. There are no shares of preferred stock
issued or outstanding.

6.     CAPITAL RESTRUCTURING

       On January 31, 2003 the outstanding equity securities of the company
included:

       Common Stock                                          10,668,333 shares
       Class A Common Stock                                   4,428,616 shares
       Convertible Series A $25 Preferred Stock                 300,000 shares

       On January 31, 2003, after giving effect to the anti-dilution provisions
of the certificate of designations for the preferred stock, each share of
preferred stock was convertible into 41.05 shares of Class A Common Stock.

       On March 3, 2003, Stirling and Ms. Fonner approved certain amendments to
the Company's Certificate of Incorporation by written consent, including:

o      Increasing the Company's authorized capital stock to 50,000,000 shares
      of Common Stock and 5,000,000 shares of preferred stock;

o      Reclassifying the Company's outstanding Class A Common as Common Stock;

o      Reclassifying the Company's outstanding Preferred Stock as Common Stock;

                           THE ENCHANTED VILLAGE, INC.
                        Footnotes to Financial Statements


6.     CAPITAL RESTRUCTURING--continued

o       Implementing a reverse split in the ratio of one (1) new share for
        each 4,000 shares of Common Stock outstanding after the
        reclassification of the Class A Common and Preferred Stock; and

o      Implementing a 100 for 1 forward split of the common stock outstanding
       immediately after the implementation of the reverse split.

       At May 12, 2003, the date of this report, the Company had a total of
       772,500 shares of common stock outstanding and was obligated to issue
       127,500 shares of common stock in compensatory transactions.


<PAGE>