Form 10-QSB - Page 1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                   FORM 10-QSB

(mark one)

      [X]     QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF
                 THE SECURITIES EXCHANGE ACT OF 1934

              For the quarterly period ended October 31, 2003

                                       or

      [  ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                  THE SECURITIES EXCHANGE ACT OF 1934

                          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 or organization)          Identification No.)

                        1407 North Fort Harrison, Suite H
                            Clearwater, Florida 33755
                    (Address of principal executive offices)

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

       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 (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.
Yes  [ X ]           No  [   ]

       The number of shares of common stock outstanding on November 17, was
772,500.

       Transitional Small Business Disclosure Format (Check one):
                       Yes  [   ]    No  [ X ]



<PAGE>


                                TABLE OF CONTENTS


           FINANCIAL INFORMATION                                         PAGE

ITEM 1  Financial Statements

        Balance Sheet as of October 31, 2003 and 2002                       3

        Statement of Operations for the three- and nine-month period
               ended October 31, 2003 and 2002                              4

        Statement of Cash Flow for the for the nine-month period
              ended October 31, 2003 and 2002                               5

        Notes to Financial Statements                                       6

ITEM 2  Management's Discussion and Analysis or Plan of Operation           9

ITEM 3  Controls and Procedures                                             10

PART II       OTHER INFORMATION                                             10

ITEM 2  Changes in Securities                                               10

ITEM 6  Exhibits and Reports on Form 8-K                                    11

              SIGNATURES                                                    11


<PAGE>

<TABLE>
<CAPTION>

                           THE ENCHANTED VILLAGE, INC.
                               Balance Sheet as of
                        October 31, and January 31, 2003


                                                         ASSETS
                                                                               October 31,                    January 31,
                                                                                  2003                          2003
                                                              ----------------------------- ------------------------------

                                                                               (unaudited)                     (unaudited)

Current assets:

<S>                                                                              <C>                            <C>
Cash                                                                             $    90                        $    75
Prepaid expenses                                                                 $    -                              -
                                                              ---------------------------- ------------------------------
  Total current assets                                                           $    90                        $    75
                                                              ---------------------------- ------------------------------

  Total assets                                                                   $    90                        $    75
                                                              ============================= ==============================


                                      LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued expenses                                            $  23,304                         $    -
Accounts payable, legal counsel                                                  $ 120,925                      $  75,700
Accounts payable, related parties                                                $ 189,899                      $  48,964
                                                              ----------------------------- ------------------------------
  Total current liabilities                                                      $ 334,127                      $ 124,664

  Total liabilities                                                              $ 334,127                      $ 124,664
                                                              ----------------------------- ------------------------------

Equity
Preferred Stock
  1,000,000 shares of $1.00 par value stock authorized and
  300,000 shares outstanding at January 31, 2003
  no shares outstnading at October 31, 2003                                                                     $ 300,000
Class A Common Stock
  10,000,000 shares of $0.002 par value stock authorized and 5,228,333 shares
  outstanding at January 31, 2003 No shares authorized or outstanding at October
  31, 2003                                                                                                      $   8,857

Common Stock
  15,000,000 shares of $0.002 par value stock authorized and
  10,668,333 shares outstanding at January 31, 2003                                                             $  21,337
  50,000,000 shares of $0.002 par value stock authorized and
  772,500 shares outstanding at October 31, 2003                                 $   1,545
Additional paid-in capital                                                       $ 271,827                     $  (56,822)
Retained Earnings (Deficit)                                                      $(607,410)                    $ (397,961)
                                                              ----------------------------- ------------------------------
Total stockholders' equity                                                     $ (334,038)                    $ (124,589)
                                                              ----------------------------- ------------------------------

Total Liabilities and Stockholders Equity                                          $    90                        $    75
                                                              ============================= ==============================




                            The accompanying footnotes are an integral part of
these financial statements.
</TABLE>



<PAGE>

<TABLE>
<CAPTION>


                           THE ENCHANTED VILLAGE, INC.
                        Statements of Operations for the
                       three- and nine-month periods ended
                            October 31, 2003 and 2002


                                              Three months ended                        Nine months ended
                                                 October 31,                               October 31,
                                     -------------------------------------     ------------------------------------
                                           2003               2002                   2003              2002
                                           ----               ----                   ----              ----


<S>                                          <C>                <C>                    <C>               <C>
Revenue                                      $    -             $    -                 $    -            $    -
Administrative fees                          $  15,000          $  15,000              $  45,000         $  20,000
Officers and directors fees                  $  30,150          $  30,000              $  90,450         $  40,000
Stockholder meeting costs                                                              $    -            $  30,452
Professional fees                            $  15,075          $  1,942               $  45,225         $  29,442
General and administrative                   $  2,390           $  2,555               $  28,774          $  2,555
                                     -------------------------------------     ------------------------------------
                                             $  62,615          $  49,497              $ 209,449         $ 122,449

Net income (loss)                            $ (62,615)         $ (49,497)             $(209,449)        $(122,449)
                                     =====================================     ====================================

Net income (loss) per share                  $  (0.08)          $  (0.11)              $  (0.27)         $  (0.26)
                                     =====================================     ====================================

Number of shares used to compute
     Net income (loss) per share               772,500            464,550                772,500           464,550
                                     =====================================     ====================================



                            The accompanying footnotes are an integral part of
these financial statements.
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                           THE ENCHANTED VILLAGE, INC.
                         Statements of Cash Flow for the
                            nine-month periods ended
                            October 31, 2003 and 2002


                                                                                          Nine months ended
                                                                                             October 31,
                                                                                 ------------------------------------
                                                                                       2003              2002
                                                                                       ----              ----


Cash flows from operating activities:

<S>                                                                                    <C>               <C>
Comprehensive income (loss)                                                            $ (209,449)       $ (122,449)
Less meeting expenses paid
     directly by related parties                                                       $    -             $  23,276
                                                                                 ------------------------------------
Net operating loss                                                                     $ (209,449)        $ (99,173)

Adjustments to reconcile net loss to net cash used in operating activities:

     Increase (decrease) in accounts payable and accrued expenses                       $  23,304         $       -
     Increase (decrease) in accounts payable, legal counsel                             $  45,225         $  27,500
     Increase (decrease) in accounts payable, related
     parties                                                                            $ 140,935         $  67,176
                                                                                 ------------------------------------
Net cash used in operating activities                                                   $      15         $  (4,497)

Cash flows from financing activities:
     Porceeds on stock sales for cash                                                   $    -            $   6,724
                                                                                 ------------------------------------
Net cash provided by financing activities                                               $    -            $   6,724
                                                                                 ------------------------------------

Net increase (decrease) in cash                                                         $    15           $   2,227

Cash at beginning of period                                                             $    75           $    -
                                                                                 ------------------------------------
                                                                                 ------------------------------------
Cash at end of period                                                                   $    90          $    2,227
                                                                                 ====================================

                            The accompanying footnotes are an integral part of
these financial statements.
</TABLE>


<PAGE>


                           THE ENCHANTED VILLAGE, INC.
                        Footnotes to Financial Statements


1.      HISTORY

       The Enchanted Village, Inc. was incorporated in Delaware on March 24,
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 772,500 shares issued and outstanding after giving retroactive
effect to a reverse stock split implemented in March 2003. Net income (loss) per
common share has not been adjusted to include 172,500 shares that are issuable
as compensation for services rendered, but remain unissued at the date of this
report.

       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 three months ended October 31, 2003, the Company accrued
$15,000 in administrative fees and $30,000 in officer and director's fees. The
operating expense accruals for related party fees will not be payable until the
Company completes a business combination transaction with a private company. In
addition to the accrued cash compensation, the Company is obligated to issue
15,000 shares of common stock to Ms. Fonner as compensation for services
rendered during the three months ended October 31, 2003.

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;

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 November 17, 2003, the date of this report, the Company had a total of
772,500 shares of common stock outstanding and was obligated to issue 172,500
shares of common stock in compensatory transactions.


<PAGE>


ITEM 2.       MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

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. On June 18, 2002, 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. We commenced operations in July of
2002.

       During the nine months ended October 31, 2003, our principal activities
focused on completing our capital restructuring and implementing our business
plan. During the nine months ended October 31, 2003, we incurred a net loss of
($209,449), which included $45,000 in administrative fees to related parties;
$90,000 in officers and directors fees; $45,225 in legal and professional fees
and $28,774 in general administrative expenses. During the comparable period in
the prior fiscal year, we incurred a net loss of ($122,449) which included
$20,000 in administrative fees to related parties; $40,000 in officers and
directors fees; $29,442 in legal and professional fees; $2,555 in general
administrative expenses; and $29,442 in costs associated with our stockholders
meeting.

       During the three months ended October 31, 2003 we incurred a net loss of
($62,615), which included $15,000 in administrative fees to related parties;
$30,000 in officers and directors fees; $15,000 in legal and professional fees
and $2,390 in general administrative expenses. During the comparable period in
the prior fiscal year, we incurred a net loss of ($49,497) which included
$15,000 in administrative fees to related parties; $30,000 in officers and
directors fees; $1,942 in legal and professional fees; $2,555 in general
administrative expenses.

       With the exception of approximately $7,300 in third-party accounts
payable and $16,000 in estimated costs associated with the completion of our
reverse stock split, all of our operating costs since July 2002 have either been
advanced by Stirling or accrued as accounts payable that will not be paid until
we complete a business combination transaction with a private company.

       The following table summarizes the status of our accounts payable at
October 31, 2003:

       Sally A. Fonner                                             $130,800
       Legal counsel                                                120,925
       Stirling Corporate Services                                   59,099
       Third-party accounts payable and accrued expenses             23,304
                                                                     -------
       Total accounts payable                                      $334,127

       We expect to incur substantial additional expenses in connection with the
preparation of our future SEC reports and the implementation of the business
plan described in our Schedule 14C Information Statement. 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.

Plan of Operations

       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 accrue $20,000 per month in
administration fees, executive compensation and legal fees. All of these
accruals 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 principal cash requirements for the next 12 months will be our
out-of-pocket general and administrative expenses, which are expected to average
approximately $1,500 per month, and the extraordinary 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-QSB, 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.

     In the summer of 2003,  Ms. Fonner was advised that she had an illness that
would require surgery and a lengthy  recovery period.  She subsequently  learned
that  a  follow-up  operation  would  be  required.  Ms.  Fonner's  illness  has
negatively  impacted our business for several months and  additional  surgery is
expected to negatively impact her ability to devote adequate time to our affairs
in the future.  As a result of her illness,  Ms. Fonner is presently  evaluating
alternative  courses of action that may include  divesting  her  interest in our
company  and  turning our  affairs  over to a new  management  team that has the
experience,  staff and industry contacts required for the  implementation of our
business plan.


ITEM 3  CONTROLS AND PROCEDURES

       As of November 17, 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 November 17, 2003. There have been no
significant changes to the Company's internal controls or other factors that
could significantly affect internal controls subsequent to November 17, 2003.

PART II       OTHER INFORMATION

ITEM 1.       LEGAL PROCEEDINGS

              NONE

ITEM 2.       CHANGES IN SECURITIES

       On March 7, 2003, we filed two amendments to our certificate of
incorporation. The first amendment to our certificate of incorporation
implemented the following changes in our securities:

o      It increased our authorized capital stock to 50,000,000 shares of
       $.002 par value common stock and 5,000,000 shares of $.002
        par value preferred stock;

o      It reclassified Four Million, Four Hundred Twenty-Eight Thousand,
       Six Hundred and Sixteen (4,428,616) shares of our issued and
       outstanding Class A Common as Common Stock;

o      It reclassified Three Hundred Thousand (300,000) shares of our issued
       and outstanding Preferred Common as Common Stock; and

o      It implemented 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.

       No fractional shares were issued in connection with the reverse split and
all calculations that would have resulted in the issuance of a fractional share
were rounded up to the next whole share. Upon completion of the reverse split,
we had a total of Seven Thousand, Seven Hundred and Twenty-Five (7,725) shares
of $0.002 par value Common Stock outstanding.

       The second amendment to our certificate of incorporation implemented a
100 for 1 forward split of the common stock outstanding immediately after the
implementation of the reverse split. As a result, we have a total of 772,500
shares of common stock issued and outstanding at the date of this report.

       Our common stock is quoted on the Over-the-Counter Bulletin Board
(Symbol: ENCV). While the reverse split has been completed at the corporate
level, we have not yet completed the implementation of the reverse split on the
OTCBB because of Ms. Fonner's illness. Therefore, our common stock continues to
trade on a pre-split basis pending the issuance of replacement certificates by
our transfer agent. We expect to complete the exchange of certificates during
the fourth-quarter of 2003, at which time our shares will begin to trade on a
post-split basis.

ITEM 3.       DEFAULTS ON SENIOR SECURITIES

              NONE

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

              NONE

ITEM 5.       OTHER INFORMATION

              NONE

ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K

              (a)     EXHIBITS

31.1   Certification of Chief Executive and Chief Financial Officer Pursuant to
       Rule 13a-14(a)

32.1   Statement of Chief Executive Officer and Chief Financial Officer
       Pursuant to Section 1350 of Title 18 of the United States Code

(b)    REPORTS ON FORM 8-K

                      NONE

                                   SIGNATURES

       Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                         The Enchanted Village, Inc.

                                              /s/Sally A. Fonner

                                               Sally A. Fonner
                                          Chief Executive Officer and
                                           Chief Financial Officer
                                            Dated: November 19, 2003