SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

                                    FORM 10-K/A

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

                As of May 11, 1988 and for the fiscal years ended
                          January 31, 1989 through 2002
                          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
                         Class A Common Stock, par value
                    $.002 per share Convertible Series A $25
                   Preferred Stock, par value $1.00 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 ___ No X

       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.

       The registrant was inactive from May 11, 1988, when it converted its case
under Chapter 11 of the Bankruptcy Act to a case under Chapter 7, until June 27,
2002, when the newly elected board of directors revived and restored the
registrant's Certificate of Incorporation in accordance with the requirements of
ss.312 of the General Corporation Law of Delaware. During this period the
registrant did not file any of the documents or reports required by Sections 13
or 15(d) of the Securities Exchange Act of 1934.

       There has been no active market for the registrant's securities since
1988 and it is impossible to estimate the aggregate market value of the voting
and non-voting common equity held by non-affiliates of the registrant at the
date of this annual report on Form 10-K.

       After giving effect to the issuance of 9,600,000 shares of Common Stock
and 1,400,000 shares of Class A Common Stock on July 2, 2002, the number of
shares of each class of the registrant's outstanding equity securities was:

  Common Stock                                   14,828,333 shares
      Class A Common Stock                        7,767,550 shares
      Series A Convertible Preferred Stock          164,450 shares

No documents are incorporated by reference in this Form 10-K.


PART I

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. After encountering
financial difficulties, 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, which resulted in the
orderly liquidation of our business. As a result of the conversion of our
reorganization to a case under Chapter 7, all of our properties were transferred
to the trustee on May 11, 1988 and we terminated all of our business operations.
Our Chapter 7 case was closed by an order of the Court on April 14, 1992 and the
trustee was discharged.

       Since, we did not file franchise tax returns with or pay any franchise
taxes to the State of Delaware during the pendancy of our bankruptcy case, our
Certificate of Incorporation was revoked by order of the Secretary of State of
the State of Delaware on March 1, 1989.

       While our former management did not file a Form 15 to terminate our
reporting obligations under the Exchange Act, we 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, we remained subject to the
reporting requirements of the Exchange Act but were delinquent in our SEC
reporting obligations.

       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, the 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. Our omnibus report on
Form 10-K and other SEC filings cannot wholly expunge our earlier delinquencies.
Moreover, 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.

Change of Control

       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 an aggregate 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 holding our June stockholders' meeting. As a
result, Stirling currently owns 64.74% of our common stock and 44.20% of our
Class A Common. Stirling does not own any shares of our Preferred Stock. Sally
A. Fonner, an officer and principal stockholder of Stirling, also serves as the
president and sole director of our company.

       While Stirling owns 9,600,000 shares of common stock, and those shares
will be counted in determining whether a quorum is present at any future
meetings of our stockholders, Stirling will not exercise independent voting
authority with respect to its' shares until our company has completed a business
combination with a private company. Rather, Stirling will vote its shares in
accordance with a majority of the votes actually cast at such a meeting by
stockholders who were not officers, directors or affiliates of our company when
our prior Bankruptcy action was commenced. In connection with each stockholder
vote, Stirling will refrain from voting its shares until the votes cast by
previously unaffiliated stockholders have been tallied. When the results of the
preliminary stockholder vote are known, Stirling will vote all of its shares in
accordance with the wishes of the majority. Since the shares held by Stirling
will be voted as a block, each proposal will ultimately be approved or rejected
by a majority of the shares outstanding.

Planned Stockholders' Meeting

       As soon as practicable after the date of this Form 10-K, we intend to
call a meeting of the stockholders to consider and vote upon a plan to ratify
the actions taken to date and to reorganize our company's capital structure. The
principal matters to be considered at the planned stockholders meeting include:

o      Authorizing a capital restructuring plan for our company;

o      Ratifying the amendments to our bylaws that permit a single member board;

o      Authorizing certain compensatory stock issuances; and

o      Authorizing a new plan of operations for our company.

       The specific actions to be considered at the planned meeting of
stockholders are described in a preliminary proxy statement that has been filed
with the SEC and will be delivered to stockholders in accordance with the
requirements of Regulation 14A. The tentative date for the planned meeting of
stockholders is October 15, 2002.

Proposed Capital Restructuring

       Our new management team believes it will be necessary to affect a reverse
split of approximately 1 for 60 to properly position our company as a desirable
public shell. After evaluating our stockholder list, management has found that a
simple reverse split of 1 for 60 would leave our company with approximately 30
"round lot" stockholders (i.e. persons who own more than 100 shares) and over
900 "odd lot" stockholders (i.e. persons who hold less than 100 shares). We
believe that an inordinately high percentage of odd lot holders would be very
undesirable to potential targets because odd lot holders:

o      Are not counted as stockholders of record for market listing purposes;

o      Are frequently unable to sell their shares in the OTC or Nasdaq markets;
       and

o      Significantly increase mailing and communication costs,

Therefore our new management team decided that the best solution would be to
propose a three-step reverse-split and amendment process that will eliminate the
odd lot stockholder problem and establish a more reasonable authorized capital
structure for our company.

       As the first step in our restructuring process, we propose to amend our
Certificate of Incorporation to:

o      Increase our authorized capital stock to 50,000,000 shares of $.002 par
       value Common Stock and 5,000,000 shares of $1.00 par value preferred
       stock;

o      Reclassify our outstanding Class A Common as Common Stock; and

o      Reclassify our outstanding Preferred Stock as Common Stock.

Upon completion of the first step in the restructuring process, our company will
have a single class of securities outstanding and all of our stockholders will
own voting Common Stock.

       As the second stage of our restructuring plan, we propose to amend our
Certificate of Incorporation to implement a reverse split of our outstanding
Common Stock in the ratio of 1 share for every 6,000 shares presently
outstanding. We will not purchase fractional shares for cash or issue scrip to
the holders of fractional shares. Instead, all calculations that would result in
the issuance of a fractional share will be rounded up to the next highest whole
number. Upon completion of the second step in the restructuring process, every
record stockholder will own at least one whole share.

       As the third stage of our restructuring plan, we propose to amend our
Certificate of Incorporation to implement a 100 for 1 forward split of the
shares outstanding upon completion of the second step. Upon completion of the
third step, every record stockholder will own at least one hundred shares of New
Common and our company will have a total of 502,300 shares of New Common
outstanding.

       The implementation of a reverse split followed by a forward split does
not treat all stockholders equally. If we were to reclassify the Class A Common
and Preferred Stock and then affect a simple 1 for 60 reverse split, our company
would have 412,444 shares outstanding. However, since we propose to implement a
1 for 6,000 reverse split followed by a 100 for 1 forward split, our company
will have 502,300 shares of New Common outstanding. Substantially all of the
benefit arising from this procedure will inure to the benefit of stockholders
who currently own fewer than 6,000 shares and would become odd lot stockholders
if a simple 1 for 60 reverse split were implemented. The following table
illustrates the impact of this procedure on our principal stockholders.
<TABLE>
<CAPTION>
                                Common       Class A     Preferred      Pre-restructuring       New Common
                                Stock       Stock (1)    Stock (2)      Total   Percent       Shares   Percent
<S>        <C>                 <C>          <C>         <C>            <C>        <C>         <C>       <C>
Bernard Tessler                2,448,000                               2,448,000   9.89%       40,900    8.14%
Cede & Co. (3)                 1,763,932    1,529,485   5,834,752      9,128,169  36.89%      152,200   30.30%
Stirling Corporate Services    9.600,000    1,400,000                 11,000,000  44.45%      183,400   36.51%

</TABLE>

(1)  Based on a one for one reclassification of the Class A Common.
(2)  Based on 164,450  outstanding  shares of  Preferred  Stock and the  current
     conversion  ratio of 41.05  shares  of  Class A  Common  for each  share of
     Preferred Stock.
(3)  Under Delaware law, Cede & Co. and other  depository  institutions
     will be treated as a single stockholder.  Therefore,  the beneficial owners
     of shares held by Cede & Co. and other depository  institutions will suffer
     the same level of dilution as our principal stockholders.

       Stirling and our company's other large stockholders will bear the bulk of
the dilution associated with our proposed restructuring procedures.
Nevertheless, our new management team believes that the advantages of having a
large number of "round lot" stockholders justify the disproportionate benefit to
be derived by our company's smaller stockholders.

Proposed Operations

       Our company has had no assets, liabilities, management or ongoing
operations and has not engaged in any business activities since May 1988.
Nevertheless, our new management team believes it may be possible to recover
some value for the stockholders through the adoption and implementation of a
plan whereby our company will be restructured as a "public shell" for the
purpose of effecting a business combination transaction with a suitable
privately held company that has both business history and operating assets.

       If the stockholders approve the restructuring proposals, our company will
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 contemplated business 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 may be
negotiated. 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.

       Our new management team anticipates 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.

       Our new management team 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 our new management team 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.

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 June 18, 2002, a meeting of the stockholders was called and held in
compliance with an order of the Court of Chancery in and for New Castle County,
Delaware for the sole purpose of electing a new board of directors. In
connection with the Court ordered meeting, the stockholders elected three new
directors. No other matters were submitted for consideration at the meeting.

       As soon as practicable after the date of this Form 10-K, we intend to
call a meeting of the stockholders to consider and vote upon a plan to ratify
the actions taken to date and to reorganize our company's capital structure. The
specific actions to be considered at the planned meeting of stockholders will be
described in a written proxy statement that will be filed with the SEC and
delivered to stockholders in accordance with the requirements of Regulation 14A.
The tentative date for the planned meeting of stockholders is October 15, 2002.

PART II

Item 5. Market for Registrant's Common Equity

       At the date of this annual report, our outstanding equity securities
include:

o 14,828,333 shares of Common Stock that are owned by 916 record holders;

o 3,167,550 shares of non-voting Class A Common that are owned by 70 record
  holders; and

o 164,450 shares of non-voting Preferred Stock that are owned by 12 record
  holders and currently convertible into 6,750,673 shares of Class A Common.

       There has been no active market for our securities for over fourteen
years. Our Common Stock and Class A Common are not quoted on the OTC Bulletin
Board or any other recognized market. Since April 25, 2002, our Common Stock has
been quoted in the National Quotation Bureau's OTC Pink Sheets. The only market
maker for our Common Stock is Bishop Rosen & Co. Inc. The latest Yahoo finance
quote for ENCV.PK reflects a current bid of $0.00 and a current asked of $0.00.

       Brokerage firms, banks and other intermediaries hold approximately
1,944,000 shares of Common Stock 1,66,275 shares of Class A Common and 160,990
shares of Preferred Stock for the benefit of their individual clients. In
connection with our planned stockholders meeting, we will endeavor to ascertain
the number of beneficial owners who own shares in brokerage firms, banks and
other intermediary accounts. This task will be complicated, however, by the fact
that our securities have not traded for over 14 years and most intermediaries do
not maintain worthless securities in their client accounts.

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, 1998 through
January 31, 2002.
<TABLE>
<CAPTION>
                                                                  Fiscal year ended January 31,
                                                   1998         1999          2000         2001         2002

<S>                                                 <C>          <C>           <C>          <C>          <C>
Operating revenues                                  $0           $0            $0           $0           $0
Net income (loss)                                   $0           $0            $0           $0           $0
Net income (loss) per share                         $0           $0            $0           $0           $0

Total assets                                        $0           $0            $0           $0           $0
Long term debt                                      $0           $0            $0           $0           $0
Stockholders' equity                                $0           $0            $0           $0           $0

Dividends paid                                      $0           $0            $0           $0           $0
</TABLE>
Item 7. Management Discussion and Analysis of Financial Condition and Results
        of Operations.

Introductory Note

       This Omnibus Annual Report on Form 10-K as of May 11, 1988 and for the
fiscal years ended January 31, 1988 through January 31, 2002 provides the
information necessary to bring our company current with respect to its reporting
obligations under Section 13 of the Securities Exchange Act of 1934, as amended.
The attached financial statements include an audited balance sheet as of May 11,
1988 when our voluntary case under Chapter 11 of the Bankruptcy Act was
converted into a voluntary Case under Chapter 7. On that date, all of our assets
were transferred to the Trustee of our Chapter 7 case. Since we have had no
operations since the conversion date and all of our assets were conveyed to the
Trustee who, in turn, was responsible for the orderly liquidation of our
affairs, our financial statements as of May 11, 1988 and for the years ended
January 31, 1989 through 2002 reflect no assets, liabilities or ongoing
operations.

       This Form 10-K does not include audited financial information for the
fiscal year ended January 31, 1988. On that date, former management was
operating our business as a debtor in possession under Chapter 11 of the
Bankruptcy Act. The only information available with respect to our operations
during the fiscal year ended January 31, 1988 is set forth in our Quarterly
Reports on Form 10-Q for the periods ended April 30, July 31 and October 31,
1987. Since it is impossible to reconstruct audited financial statements for the
fiscal year ended January 31, 1988 and our company was subsequently liquidated
in a case under Chapter 7 of the Bankruptcy Act, the board of directors believes
that audited financial statements for the fiscal year ended January 31, 1988 are
immaterial. While, this omnibus report on Form 10-K and our other recent SEC
filings cannot wholly expunge our earlier delinquencies, our company is now
current with respect to its Exchange Act reporting obligations.

       Within 30 days from the date of this Form 10-K, we intend to prepare and
distribute a formal proxy statement that describes in detail how our company
will be restructured as a public shell. We will not seek any business
combination opportunities or engage in any other activities until the plan has
been approved at the planned stockholders meeting.

Financial Condition

       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. In connection with the purchase of 9,600,000 shares of Common
Stock and 1,400,000 shares of Class A Common described above, Stirling and its
advisors paid a total cash consideration of $6,724 and released their claims for
the reimbursement of $23,276 in out-of-pocket costs associated with obtaining
the Court order and holding the stockholders meeting. The cash contributed by
Stirling is available for use in our business and will be used to pay the costs
associated with the planned meeting of stockholders. We expect to use
substantially all of our available funds to pay the anticipated costs of the
planned meeting.

Plan of Operations

       We have not engaged in any material operations or had any revenues from
operations since May 11, 1988. Our plan of operation for the next twelve months
will be entirely contingent on the outcome of the planned meeting of the
stockholders. If the stockholders approve the proposed reorganization, we intend
to implement the reorganization and then 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.

       If our stockholders approve the reorganization plan, we will agree to pay
substantial cash and stock-based compensation to Stirling, Ms. Fonner, our legal
counsel and certain third party consultants. Ms. Fonner will have the unilateral
authority to negotiate the underlying compensation agreements and her decisions
will not be subject to review by the stockholders. Since Ms. Fonner is both an
officer and principal stockholder of Stirling and the sole director of our
company, the proposed compensation arrangements discussed in our proxy statement
present significant potential for conflicts of interest. Notwithstanding the
foregoing, Ms. Fonner believes the proposed compensation arrangements are fair
and reasonable in light of our limited financial resources, the speculative
nature of our proposed activities, the speculative value of our equity
securities and the fact that the accumulated cash fees will not be paid unless
and until we negotiate a business combination with at target that is willing to
pay the accumulated compensation amounts.

       During the next twelve months, our operating expenses will consist of the
legal, accounting and administrative expenses associated with preparing and
distributing reports to stockholders and investigating potential business
opportunities. If the stockholders approve the proposed reorganization, our
management team expects to accrue approximately $15,000 per month in
administration and investigation fees. Substantially all of these fees will be
payable to Stirling, Ms. Fonner and our legal counsel, who have each agreed to
carry their accumulated fees as an account receivable until we complete a
business combination. Accordingly, our management team believes that our current
cash resources will probably be adequate for our Company's anticipated needs. In
the event that additional funding is required to review or investigate any
potential merger or acquisition candidate, we may attempt to raise the required
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.

       Except for the additional shares that may be issued to Stirling, Ms.
Fonner, our legal counsel and certain consultants, our management team has no
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 conducting a registered offering of securities at the present time and
do not intend to conduct such an offering in the foreseeable future, our
management team does not believe that Rule 419 will be applicable to our
proposed activities.

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>
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>
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)
</TABLE>

(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.

      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.

       No officer or director of our company has received any compensation for
services performed during the past fourteen years. The proposed future
compensation of our officers and directors is described in detail in our
preliminary proxy statement which has been filed with the SEC and will be
distributed to stockholders in accordance with the requirements of Regulation
14A.

Item 12. Security Ownership of Certain Beneficial Owners and Management

       After giving effect to the issuance of 9,600,000 shares of Common Stock
on July 2, 2002, our company has a total of 14,828,333 shares of voting Common
Stock outstanding on the date of this Form 10-K. 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)                                      2,548,000                                   16.51%

Stirling Corporate Services LLC (2)                      9,600,000                                   64.74%

Sally Fonner (2)(3)                                      9,600,000                                   64.74%

All officers & directors as a group                      9,600,000                                   64.74%

</TABLE>


(1)   310 East Shore Road, Great Neck, New York 11023
(2)   1407 North Fort Harrison, Suite H, Clearwater, Florida 33755.
(3)   Sally A. Fonner, the president and sole director of our company, is an
      officer and principal stockholder of Stirling and may be deemed to be a
      beneficial owner of the shares held by Stirling.

Item 13. Certain Relationships and Related Transactions

       In connection with the Court ordered stockholders meeting held on June
18, 2002, Stirling advanced a total of $23,276 in out-of-pocket costs, including
legal fees of $13,000, printing and mailing expenses of $2,800 and travel
expenses of $6,491.

       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.

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

Item 14. Exhibits, Financial Statement Schedules and Reports.

<TABLE>
<CAPTION>

<C>                                                         <C>
3.1          Certificate of Incorporation of The Enchanted   Incorporated by reference to the Registrant's
             Village Inc., as amended                        registration statement on Form S-18, File No.
                                                             2-81470-NY)

3.2          Certificate of Amendment to the Certificate     Incorporated by reference to the Registrant's
             of Incorporation dated May 6, 1985              registration statement on Form S-1, File No. 33-2355

3.3          Certificate of Amendment to the Certificate     Incorporated by reference to the Registrant's
             of Incorporation dated February 12, 1986        registration statement on Form S-1, File No. 33-2355

3.4          Certificate of Amendment to the Certificate     Incorporated by reference to the Registrant's
             of Incorporation dated October 8, 1986          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               ................................................ 21

4.1          Certificate of Designations, Rights and         Incorporated by reference to the Registrant's
             Preferences of Preferred Stock dated April      registration statement on Form S-1, File No. 33-2355
             10, 1986

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

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

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

Financial statements filed with this report:

         Balance Sheet as of May 11, 1988; January 31, 2000, 2001 and 2002; and
         June 30, 2002 Statements of Operations for the fiscal years ended
         January 31, 2000, 2001 and 2002.
         Statement of Changes in Stockholder's Equity/(Deficit) for the fiscal
         years ended January 31, 2000, 2001 and 2002. Statements of Cash Flows
         for the fiscal years ended January 31, 2000, 2001 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 October __, 2002         THE ENCHANTED VILLAGE, INC.

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



<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 May 11, 1988, at January 31, 2000, 2001 and 2002 and
at June 18, 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, 2000, 2001 and 2002. These financial statements are the
responsibility of the registrant's 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
May 11, 1988, at January 31, 2000, 2001 and 2002 and at June 30, 2002, and the
consolidated results of its operations and its cash flows for each of the three
years ended January 31, 2000, 2001 and 2002 in conformity with generally
accepted accounting principles.

/s/

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

New York, NY
September 8, 2002



<PAGE>


                           THE ENCHANTED VILLAGE, INC.

                           Consolidated Balance sheet
      As of May 11, 1988; January 31, 2000 , 2001, 2002 and June 18, 2002


<TABLE>
<CAPTION>
                                                    11-May-88     31-Jan-00     31-Jan-01     31-Jan-02     18-Jun-02
<S>                                                  <C>           <C>           <C>           <C>           <C>
                    ASSETS
Total Assests                                        $   0.00      $   0.00      $   0.00      $   0.00      $   0.00
                                                     --------      --------      --------      --------      --------

     LIABILITIES & SHAREHOLDER'S EQUITY

Total Liabilities                                    $   0.00      $   0.00      $   0.00      $   0.00      $   0.00
                                                     --------      --------      --------      --------      --------

Prefrred Stock par value $1.00 per share
          1,000,000 shares authorized
            164,450 issued and outstanding            164,450       164,450       164,450       164,450       164,450

Common Stock par value $0.002 per share
         15,000,000 shares authorized
          5,228,350 issued and outstanding             10,457        10,457        10,457        10,457        10,457

Common Stock Class A par value $0.002
         10,000,000 shares authorized
          1,477,950 issued and outstanding              2,956         2,956         2,956         2,956         2,956

Retained Earnings (Deficit)                          (177,863)     (177,863)     (177,863)     (177,863)     (177,863)
                                                     --------      --------      --------      --------      --------
Total Liabilities and Shareholders Equity            $   0.00      $   0.00      $   0.00      $   0.00      $   0.00
                                                     ========      ========      ========      ========      ========
</TABLE>


*      Close of Chapter 7 was 04/14/1992, but the Registrant had ceased all
       operations in 1988 with the US Bankruptcy Trustee taking on
       responsibility for the orderly liquidation of corporate assets and the
       use of the proceeds to repay the Registrant's creditors.


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, 2000, 2001 and 2002

                            31-Jan-00    31-Jan-01    31-Jan-02     18-Jun-02

Revenues                      $0.00        $0.00        $0.00        $0.00
                              -----        -----        -----        -----

Expenses                      $0.00        $0.00        $0.00        $0.00
                              -----        -----        -----        -----

                              -----        -----        -----        -----
Net Income                    $0.00        $0.00        $0.00        $0.00
                              =====        =====        =====        =====


*      Close of Chapter 7 was 04/14/1992, but the Registrant had ceased all
       operations in 1988 with the US Bankruptcy Trustee taking on
       responsibility for the orderly liquidation of corporate assets and the
       use of the proceeds to repay the Registrant's creditors.


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


<PAGE>

                        THE ENCHANTED VILLAGE, INC.

                 Statement of Changes in Shareholders's Equity
              For the Years Ended January 31, 2000, 2001 and 2002

<TABLE>
<CAPTION>
                                                          31-Jan-00    31-Jan-01   31-Jan-02    18-Jun-02
<S>                                                        <C>          <C>         <C>          <C>
Prefrred Stock par value $1.00 per share
         1,000,000 shares authorized
           164,450 issued and outstanding                   164,450      164,450     164,450      164,450

Common Stock par value $0.002 per share
        15,000,000 shares authorized
         5,228,350 issued and outstanding                    10,457       10,457      10,457       10,457

Common Stock Class A par value $0.002
        10,000,000 shares authorized
         1,477,950 issued and outstanding                     2,956        2,956       2,956        2,956

Retained Earnings (Deficit)                                (177,863)    (177,863)   (177,863)    (177,863)

Balance                                                           0            0           0            0
</TABLE>

*      Close of Chapter 7 was 04/14/1992, but the Registrant had ceased all
       operations in 1988 with the US Bankruptcy Trustee taking on
       responsibility for the orderly liquidation of corporate assets and the
       use of the proceeds to repay the Registrant's creditors.


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


<PAGE>


                           THE ENCHANTED VILLAGE, INC.

                             Statement of Cash Flow
               For the Years Ended January 31, 2000, 2001 and 2002

                               31-Jan-00    31-Jan-01   31-Jan-02   18-Jun-02

Cash From Operations              $0.00       $0.00       $0.00       $0.00
                                  -----       -----       -----       -----

Cash Used                         $0.00       $0.00       $0.00       $0.00
                                  -----       -----       -----       -----

                                  -----       -----       -----       -----
Cash Year End                     $0.00       $0.00       $0.00       $0.00
                                  =====       =====       =====       =====


*      Close of Chapter 7 was 04/14/1992, but the Registrant had ceased all
       operations in 1988 with the US Bankruptcy Trustee taking on
       responsibility for the orderly liquidation of corporate assets and the
       use of the proceeds to repay the Registrant's creditors.


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


<PAGE>





                          THE ENCHANTED VILLAGE, INC.
                        Footnotes to Financial Statements


Note 1. HISTORY OF THE REGISTRANT

       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.

Note 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;

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.