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 April 30, 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                        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  [_]  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                         14,828,333 shares
       Class A Common Stock                 3,167,550 shares


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                                TABLE OF CONTENTS




PART I   FINANCIAL INFORMATION                                       PAGE

ITEM 1   Financial Statements

         Balance Sheet as of April 30, 2001 and 2002                   3

         Statement of Operations for the three-month
          Periods ended April 20, 2001 and 2002                        4

         Statement of Cash Flow for the for the three-month
          Periods ended April 20, 2001 and 2002                        5

         Notes to Financial Statements                                 6

ITEM 2   Management's Discussion and Analysis of
         Financial Condition and Results of Operations                 8

PART II  OTHER INFORMATION                                            12

         SIGNATURES                                                   12


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<TABLE>
<CAPTION>


                                                        THE ENCHANTED VILLAGE, INC.
                                                             Balance Sheet as of
                                                               January 31, 2002
                                                            April 30, 2001 and 2002

                                           April 30, 2001        April 30, 2002       January 31, 2002
                                             (Unaudited)           (Unaudited)            (Audited)


ASSETS

<S>                                            <C>                  <C>                   <C>
Total Assets                                        $ 0                  $ 0                   $ 0
                                                    ===                  ===                   ===


LIABILITIES & STOCKHOLDER'S EQUITY

Total Liabilities                                   $ 0                  $ 0                   $ 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 issued and outstanding            10,457               10,457                10,457
Common Stock Class A par value $0.002
     10,000,000 shares authorized
     1,767,550 issued and outstanding             3,535                3,535                 3,535

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

Total Liabilities and Stockholders Equity           $ 0                  $ 0                   $ 0
                                                    ===                  ===                   ===

</TABLE>


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


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                           THE ENCHANTED VILLAGE, INC.
                        Statements of Operations for the
                            Three-month periods ended
                             April 30, 2001 and 2002

               April 30, 2001            April 30, 2002
                 (Unaudited)               (Unaudited)

Revenues                 $ 0                       $ 0

Expenses                 $ 0                       $ 0
                         ---                       ---

Net Income               $ 0                       $ 0
                         ===                       ===


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


<PAGE>


                            THE ENCHANTED VILLAGE, INC.
                         Statements of Cash Flow for the
                            Three-month periods ended
                             April 30, 2001 and 2002

                               April 30, 2001            April 30, 2002
                                 (Unaudited)               (Unaudited)

Cash from operations                     $ 0                       $ 0

Cash used in operations                  $ 0                       $ 0

Cash balance at end of period            $ 0                       $ 0


                            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 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.

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. 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 into compliance with respect to its Exchange Act reporting obligations.



<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

         As 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 on the date of this Form 10-Q. 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.

Planned Stockholders' Meeting

         As soon as practicable after the date of this Form 10-Q, 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 __, 2002.

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-month periods
ended April 30, 2001 and 2002. Our company had no material assets or liabilities
on April 30, 2001 or 2002.

Plan of Operations

         On July 3, 2002, Stirling Corporate Services LLC purchased 9,600,000
shares of Common Stock and 1,400,000 shares of Class A Common Stock. Stirling
contributed $6,724 to our company in cash 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.

         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.

         During the next twelve months, our principal cash requirements will
include the legal, accounting and administrative expenses associated with
preparing and distributing reports to stockholders and investigating potential
business ventures. If the stockholders approve the proposed reorganization, our
management team expects to spend approximately $5,000 per month for
administration and investigation. Our management team believes that the cash
proceeds to be received in connection with future stock sales to Stirling and
its advisors will 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 sold to Stirling and its
advisors, 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 currently conducting a
registered offering of securities, and does 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.



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PART II - OTHER INFORMATION

ITEM 1.       LEGAL PROCEEDINGS

              NONE

ITEM 2.       CHANGES IN SECURITIES

              NONE

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

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: September 4, 2002


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