Form 10-Q - Page 14
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                   FORM 10-Q/A

(mark one)

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

              For the quarter ended July 31, 2002

                                       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                           xx-xxxxxx
            (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  [_]  No  [X]

       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 common stock was:

       Common Stock                     14,828,333shares
       Class A Common Stock             3,167,550 shares


<PAGE>



                                TABLE OF CONTENTS




PART I   FINANCIAL INFORMATION                                          PAGE

ITEM 1   Financial Statements

         Balance Sheet as of July 31, 2001 and 2002                       3

         Statement of Operations for the three- and six-month periods
            Ended July 31, 2001 and 2002                                  4

         Statement of Cash Flow for the for the six-month periods
            Ended July 31, 2001 and 2002                                  5

         Notes to Financial Statements                                    6

ITEM 2   Management's Discussion and Analysis of
         Financial Condition and Results of Operations                    9

ITEM 3   Controls and Procedures                                         11

PART II  OTHER INFORMATION                                               11

         SIGNATURES                                                      11


<PAGE>


                           THE ENCHANTED VILLAGE, INC.
                               Balance Sheet as of
                                January 31, 2002
                             July 31, 2001 and 2002
<TABLE>
<CAPTION>


                                                        July 31, 2001         July 31, 2002       January 31, 2002
                                                         (Unaudited)           (Unaudited)            (Audited)
ASSETS

<S>                                                          <C>                  <C>                   <C>

Total current assets                                                                 6,724
                                                                                    ------

Total assets                                                      $ 0              $ 6,724                   $ 0
                                                                  ===              =======                   ===


LIABILITIES & STOCKHOLDER'S EQUITY

Accounts payable                                                                  $ 49,676

Total current liabilities                                                           49,676
                                                                                   -------

Total Liabilities                                                 $ 0             $ 49,676                   $ 0
                                                                  ===             ========                   ===

Preferred Stock par value $1.00 per share
     1,000,000 shares authorized
     164,550 issued and outstanding                           164,450              164,450               164,450
Common Stock, par value $0.002 per share
     15,000,000 shares authorized
     5,228,333 shares outstanding at
     July 31, 2001 and January 31, 2002;
     14,828,333 shares outstanding at July 31, 2002            10,457               29,657                10,457
Class A Common Stock, par value $0.002 per share
     10,000,000 shares authorized
     1,767,550 shares outstanding at
     July 31, 2001 and January 31, 2002;
     3,167,550 issued and outstanding at July 31, 2002          3,535                6,335                 3,535
Additional paid-in capital                                                           8,000

Retained Earnings (Deficit)                                  (178,442)            (251,394)             (178,442)
                                                             ---------            ---------             ---------

Total stockholders' equity                                        $ 0            ($ 42,952)                  $ 0
                                                                  ===            ==========                  ===

Total Liabilities and Stockholders Equity                         $ 0              $ 6,724                   $ 0
                                                                  ===              =======                   ===

</TABLE>

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


<PAGE>
<TABLE>
<CAPTION>


                           THE ENCHANTED VILLAGE, INC.
                        Statements of Operations for the
                        Three-and six-month periods ended
                             July 31, 2001 and 2002

                                             Three Months Ended July 31,             Six Months Ended July 31,
                                               2001             2002                 2001               2002
                                            (Unaudited)     (Unaudited)           (Unaudited)        (Unaudited)

<S>                                          <C>               <C>                   <C>              <C>

Administrative fees                                                 5,000                                  5,000
Officer and director fees                                          10,000                                 10,000
Stockholder meeting costs                                          30,452                                 30,452
Legal and accounting fees                                          27,500                                 27,500
                                                      -           -------                     -          -------

Total operating expenses                            $ 0           $72,952                   $ 0          $72,952
                                                    ---           -------                   ---          -------

Net loss                                            $ 0          ($72,952)                  $ 0         ($72,952)
                                                    ===          =========                  ===         =========

Net loss per share                               ($0.00)           ($0.00)               ($0.00)          ($0.00)
                                                 =======           =======               =======          =======
Number of shares used in
  calculation of loss per share              13,746,556        15,448,213            13,746,556       15,448,213



</TABLE>


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


<PAGE>


                           THE ENCHANTED VILLAGE, INC.
                         Statements of Cash Flow for the
                             Six-month periods ended
                             July 31, 2001 and 2002

                                                     Six-Months Ended July 31,
                                                      2001              2002
                                                   (Unaudited)       (Unaudited)
Cash provided by (used in)

Operating activities
    Net income for the period                           $--         ($72,952)
Less meeting expenses paid
    directly by related parties                                       23,276
                                                                     -------
Net operating loss                                                  ($49,676)

Adjustments to reconcile net income to
    cash used in operating activities
       Increase (decrease) in accounts payable           --           49,676
                                                         --          -------
       Cash used in operating activities                 --               --

Financing activity
    Proceeds on stock sales for cash                     --            6,724
                                                         --           ------

Increase in cash                                         --            6,724

Cash, beginning of period                                --               --
                                                         --               --

Cash, end of period                                      --          $ 6,724
                                                         --          -------


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


<PAGE>


                           THE ENCHANTED VILLAGE, INC.
                        Footnotes to Financial Statements


1.       HISTORY

       THE ENCHANTED VILLAGE, INC. was incorporated in Delaware in March 1982.
In October 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 has not
filed any of the documents or reports required by Sections 13 or 15(d) of the
Exchange Act since May 1998. As a result, the company remains subject to the
reporting requirements of the Exchange Act but has been 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. 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;

                           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 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 into compliance with respect to its Exchange Act reporting obligations.

3.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       Interim Financial Statements

       The financial statements as of and for the three- and six-month periods
ended July 31, 2003 and 2002 are unaudited, but in the opinion of management
include all adjustments, consisting of normal recurring adjustments, necessary
for a fair presentation of the Company's financial position and results of
operations.

       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 computation of net loss per share gives retroactive effect to a
reclassification of the Company's Class A Common Stock and Preferred Stock that
were implemented in March 2003, but does not give retroactive effect to a
reverse split that was implemented at the same time.

       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.       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 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.



<PAGE>


Item 2. Management Discussion and Analysis of Financial Condition and Results
        of Operations.

Introductory Materials

         Our company 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 and
Convertible Series A Preferred Stock that was registered on Form S-1.

         Our original 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. 887-70613-20). 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.

         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 granted the requested order and an annual meeting of 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 our newly elected directors:

              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 and restore our Certificate of Incorporation in accordance with
  Delaware law; and

o 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
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 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 our company and
              our stockholders to file all reports and other documents necessary
              to bring our company into compliance with respect to its reporting
              obligations 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 reorganize our 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.

         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. Therefore, our company
is now in compliance with respect to its Exchange Act reporting obligations.

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 Stock to Stirling. As a result, Stirling owns 64.74% of
our voting Common Stock. Stirling does not own any shares of our non-voting
Series A Convertible Preferred Stock.

         While Stirling owns a majority of our voting 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.

Financial Condition and Results of Operations

         As a result of our prior Bankruptcy, our company had ongoing operations
and did not engage in any business activities during the three- and six-month
periods ended July 31, 2001.

         During the three-month period ended July 31, 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. Our net loss for the period ended July 31,
2002 was ($72,952).

         Stirling paid a total of $30,452 in out of pocket costs associated with
the stockholders meeting, of this amount, $23,276 was treated as a capital
contribution and the balance is being carried by Stirling as an account
receivable. During the three-month period ended July 31, 2002 our company paid
$5,000 in administrative fees, $10,000 in officer's and director's fees and
$27,000 in professional fees. All of these operating costs were accrued as
accounts payable and will not be payable until we complete a business
combination transaction with a private company. The following table summarizes
the status of our accounts payable at July 31, 2002:

       Stirling Corporate Services  $12,176
       Sally A. Fonner               10,000
       Legal counsel                 27,500
                                    -------
       Total accounts payable       $49,676

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

Plan of Operations

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

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

       During the next twelve months, we will issue 7,500 shares of common stock
per month in compensatory transactions.

       Our only cash requirements will be our out-of-pocket general and
administrative expenses, which are expected to average approximately $2,000 per
month, and the extraordinary out-of-pocket costs associated with investigating
potential acquisitions. Stirling intends to advance sufficient funds to allow
our company to pay its anticipated cash operating expenses. We intend to request
a reasonable due diligence fee before we commence a detailed investigation of an
acquisition opportunity. We may also attempt to raise additional capital through
a private placement to accredited investors. Since we have not identified any
potential targets as of the date of this Form 10-K, it is impossible to predict
whether additional capital may be required during the next 12 months.

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

ITEM 3.  CONTROLS AND PROCEDURES

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

PART II - OTHER INFORMATION

ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K

A.       Exhibits

99.1     Statement of Chief Executive 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
            Chief Executive Officer and
            Chief Financial Officer
            Dated: May 12, 2003


<PAGE>


          CERTIFICATION OF CHIEF EXECUTIVE AND CHIEF FINANCIAL OFFICER


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

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

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

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

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

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

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

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

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

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

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

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


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



<PAGE>