SCHEDULE 14C INFORMATION

Information Statement Pursuant to
Section 14(c) of the
Securities Exchange Act of 1934

Check the appropriate box:

[ ] Preliminary Information Statement
[_] Confidential for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
[X_] Definitive Information Statement

THE ENCHANTED VILLAGE, INC.
(Name of Registrant as Specified in its Charter)

Payment of Filing Fee (Check appropriate box):

[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined:
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identifying the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount previously paid: (2) Form, Schedule or Registration Statement
No.: (3) Filing Party: (4) Date Filed:

THE ENCHANTED VILLAGE, INC.
1407 North Fort Harrison, Suite F
Clearwater, Florida 33755
(727) 469-8691

INFORMATION STATEMENT PURSUANT TO
SECTION 14(c) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND
REGULATION 14C THEREUNDER

This Information Statement is being sent by first class mail to all
record and beneficial owners of the capital stock of The Enchanted Village,
Inc., a Delaware corporation. The mailing date of this Information Statement is
February 10, 2003. At the date of this Information Statement, our outstanding
capital stock consists of:

o 10,668,333 shares of Common Stock ("Common Stock");

o 4,428,616 shares of Class A Common Stock ("Class A Common"); and

o 300,000 shares of Convertible Series A Preferred Stock ("Preferred Stock").

WE ARE NOT ASKING YOU FOR A CONSENT OR PROXY AND YOU ARE
REQUESTED NOT TO SEND US A CONSENT OR PROXY.

NO VOTE OR OTHER CONSENT OF THE STOCKHOLDERS IS SOLICITED IN CONNECTION
WITH THIS INFORMATION STATEMENT.

On March 3, 2003, two stockholders (the "Consenting Stockholders") who
own 5,440,050 shares of Common Stock and 200,375 shares of Preferred Stock will
consent in writing to a series of proposed amendments to our Certificate of
Incorporation that will be sequentially adopted for the purpose of:

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

o Reclassifying our outstanding Class A Common as Common Stock;

o Reclassifying our outstanding Preferred Stock as Common Stock;

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

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

Concurrently, the Consenting Stockholders will consent in writing to the
following corporate actions that do not involve an amendment to our Certificate
of Incorporation:

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

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

Our Company will pay the cost of printing and distributing this
Information Statement to our stockholders. Brokers, nominees and other
custodians will be instructed to forward copies of this Information Statement to
the beneficial owners of shares held in custodial accounts. We will reimburse
brokers, nominees and other custodians for the expenses incurred in forwarding
this Information Statement to the beneficial owners of our capital stock.

Our 2003 Annual Meeting has been scheduled for July 15, 2003. Any
shareholder who wishes to submit a proposal for action to be included in the
Information Statement and form of proxy relating to the 2003 annual meeting is
required to submit such proposals to our corporate secretary on or before May
15, 2003. Any notice of a stockholder proposal received after this date will be
considered untimely.

FORWARD LOOKING STATEMENTS

This Information Statement and the reports that we file with the
Securities and Exchange Commission (the "SEC"), contain forward-looking
statements about our business containing the words "believes," "anticipates,"
"expects" and words of similar import. These forward-looking statements involve
known and unknown risks, uncertainties and other factors that may cause our
actual results or performance to be materially different from the results or
performance anticipated or implied by such forward-looking statements. Given
these uncertainties, stockholders are cautioned not to place undue reliance on
forward-looking statements. Except as specified in SEC regulations, we have no
duty to publicly release information that updates the forward-looking statements
contained in this Information Statement. An investment in our company involves
numerous risks and uncertainties, including those described in this Information
Statement. Additional risks will be disclosed from time to time in our future
SEC filings.

ADDITIONAL INFORMATION

This Information Statement should be read in conjunction with certain
reports that we previously filed with the SEC, including our:

o Annual Report for the year ended January 31, 2002 (the "Form 10-K");

o Current Report dated July 23, 2002 (the "Form 8-K");

o Quarterly Reports for the periods ended April 30, July 31 and
October 31, 2002 (the "Forms 10-Q").

Copies of these reports are not included in this Information Statement
but may be obtained from the SEC's web site at "WWW.SEC.GOV." We will mail
copies of our prior SEC reports to any stockholder upon written request.

CORPORATE HISTORY

Our company was incorporated in Delaware in March 1982. In July 1983, we
completed an initial public offering of Common Stock that was registered on Form
S-18. In May 1984 we filed a Form 8-A to register 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 and Convertible Preferred
Stock that was registered on Form S-1.

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

Since, we did not file franchise tax returns with or pay any franchise
taxes to the State of Delaware during the pendancy of our bankruptcy case, our
Certificate of Incorporation was revoked by order of the Secretary of State of
the State of Delaware on March 3, 1989.

While our former management did not file a Form 15 to terminate our
reporting obligations under the Exchange Act, we did not file any of the
documents or reports required by Sections 13 or 15(d) of the Exchange Act
between May 1988 and July 2002. As a result, we remained subject to the
reporting requirements of the Exchange Act but were delinquent in our SEC
reporting obligations.

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

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

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

A meeting of the newly elected board of directors was called and held
immediately after the completion of the stockholders meeting. At this meeting,
the newly elected board voted to revive and restore our Certificate of
Incorporation in accordance with Delaware law; and to adopt amended and restated
by-laws for our company that expressly authorize a single-member board of
directors. Then, Messrs. Manion and Williams resigned from the board and Ms.
Fonner, acting as our sole remaining director, took the following additional
actions:

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

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

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

We filed a Certificate of Revival and Restoration of the company's
Certificate of Incorporation with the Secretary of State of the State of
Delaware on June 27, 2002. As a result, the company is now duly organized,
validly existing and in good standing under the laws of the State of Delaware.
On July 3, 2002, we filed an omnibus report on Form 10-K as of May 11, 1988 and
for the fiscal years ended January 31, 1989 through 2002. Our omnibus report on
Form 10-K and other SEC filings cannot wholly expunge our earlier delinquencies.
Moreover, we will not be considered "current" with respect to our Exchange Act
reporting obligations until we have filed all necessary reports for a period of
one-year.

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

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

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

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

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

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

After giving effect to all of the foregoing, Stirling and Ms. Fonner own
5,440,050 shares, or approximately 51%, of outstanding Common Stock and 200,375
shares, or approximately 68%, of our outstanding Preferred Stock. Therefore,
they have the voting power to approve all of the actions described in this
Information Statement without the participation or consent of any other
stockholder.

Since Ms. Fonner is both an officer and principal stockholder of Stirling
and the sole director of our company, the transactions described above was were
not negotiated at arm's length or approved by a disinterested board of
directors. Notwithstanding the foregoing, Ms. Fonner believes her prior
transactions are fair and reasonable in light of our limited resources and the
speculative nature of our proposed activities.

CONSENTING STOCKHOLDERS

On January 16, 2003, our board of directors adopted a resolution that
declared the advisability of, and recommended that the stockholders approve
certain amendments to our Certificate of Incorporation and certain other
corporate actions. In connection with the adoption of these resolutions, the
board elected to seek the written consent of the holders of a majority of our
outstanding Common Stock and Preferred Stock in order to minimize costs and
implement the proposals in a timely manner. On March 3, 2003, the Consenting
Stockholders identified in the following table will consent in writing to the
proposed amendments and other corporate actions:

Name of Class of Security Number of Shares Percent
Consenting Stockholder Beneficially Owned Beneficially Owned of Class

Stirling Corporate Services LLC Common Stock 5,440,050 50.99%
Stirling Corporate Services LLC Preferred Stock 170,375 56.79%
Sally A. Fonner Preferred Stock 30,000 10%

Under Delaware law, we must give all stockholders written notice of any
actions that are taken by written consent without a stockholders meeting. Under
Section 14(c) of the Exchange Act, the amendments cannot become effective until
20 days after the mailing date of this Information Statement.

We are not seeking written consent from any of our other stockholders.
Therefore, you will not be given an opportunity to vote with respect to the
proposed amendments and other corporate changes. All necessary corporate
approvals have been obtained, and this Information Statement is furnished solely
for the purpose of:

o Advising you of the actions that will be taken by written consent, as
required by Delaware law; and

o Giving you advance notice of the actions that will be taken by written
consent, as required by the Exchange Act.

Stockholders who were not afforded an opportunity to consent or otherwise
vote with respect to the actions taken have no right under Delaware law to
dissent or require a vote of all our stockholders.

Security Ownership of Certain
Beneficial Owners and Management

We have 10,668,333 shares of voting Common Stock outstanding on the date
of this Information Statement. The following table presents certain information
regarding the beneficial ownership of our voting Common Stock by (i) each person
known to own more than 5% of such securities, (ii) each of our directors, and
(iii) all directors and officers as a group. Unless otherwise noted, we believe
that each of identified stockholders has sole investment and voting power with
regard to the securities listed opposite his name.

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

Bernard Tessler (1) 2,548,000 22.95%
Stirling Corporate Services LLC (2)(3) 5,440,050 50.99%
Sally Fonner (2)(3)(4) 5,440,050 50.99%
All officers & directors as a group 5,440,050 50.99%

<FN>

(1) 310 East Shore Road, Great Neck, New York 11023 (2) 1407 North Fort
Harrison, Suite H, Clearwater, Florida 33755.
(3) Stirling and Ms. Fonner also own 200,375 shares, or approximately 68% of our Preferred Stock.
(4) Sally A. Fonner, the president and sole director of our company, is an
officer and principal stockholder of Stirling and may be deemed to be a
beneficial owner of the shares held by Stirling.
</FN>

SUMMARY DESCRIPTION OF RESTRUCTURING PLAN

Outstanding capital stock

At the date of this Information Statement, our outstanding capital stock
consists of:

o 10,668,333 shares of Common Stock;

o 4,428,616 shares of non-voting Class A Common; and

o 300,000 shares of non-voting Preferred Stock.

Reasons for restructuring plan

We believe the existence of three classes of outstanding capital stock
will significantly impair our company's utility as a public shell. We also
believe a total capitalization of less than 20,000,000 shares is very important
for a small public company. Since the owners of a suitable target will typically
want to own 90% to 95% of the stock of the combined companies, we believe it
will be necessary to affect a reverse split of approximately 1 for 40 to
properly position our company as a viable public shell.

In connection with their evaluation of our stockholder list, our
management team discovered that a simple reverse split of 1 for 40 would leave
our company with approximately 30 "round lot" stockholders (i.e. persons who own
more than 100 shares) and over 900 "odd lot" stockholders (i.e. persons who hold
less than 100 shares). We believe that such an inordinately high percentage of
odd lot holders would be very undesirable to potential targets because odd lot
holders:

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

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

o Significantly increase a company's mailing and communication costs.

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

Mechanics of restructuring plan

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

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

o Convert our outstanding Class A Common into voting Common Stock; and

o Convert our outstanding Preferred Stock into voting Common Stock.

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

As the second stage of our restructuring process, we will amend our
Certificate of Incorporation to implement a reverse split in the ratio of 1
share for every 4,000 shares of Common Stock outstanding after the
reclassification of the Class A Common and Preferred Stock. We will not purchase
fractional shares for cash or issue scrip to the holders of fractional shares.
Instead, all calculations that would result in the issuance of a fractional
share will be rounded up to the next highest whole number. Upon completion of
the second step in the restructuring process, every record stockholder will own
at least one whole share.

As the third stage of our restructuring process, we will amend our
Certificate of Incorporation to implement a 100 for 1 forward split of the
shares outstanding upon completion of the reverse split. Upon completion of the
third step, every record stockholder will own at least one hundred shares of New
Common and our company will have approximately 772,500 shares of New Common
outstanding.

Effect of restructuring proposal on certain stockholders

The implementation of a reverse split followed by a forward split does
not treat all stockholders equally. If we were to reclassify the Class A Common
and Preferred Stock and then affect a simple 1 for 40 reverse split, our company
would have 685,300 shares outstanding. However, since we intend to implement a 1
for 4,000 reverse split followed by a 100 for 1 forward split, our company will
have approximately 772,500 shares of New Common outstanding. Substantially all
of the benefit arising from this procedure will inure to the benefit of
stockholders who currently own fewer than 4,000 shares and would become odd lot
stockholders if a simple 1 for 40 reverse split were implemented. The following
table illustrates the impact of this procedure on our principal stockholders.

Common Class A Preferred Pre-restructuring New Common
Stock Stock (1) Stock (2) Total Percent Shares Percent

Bernard Tessler 2,448,000 2,448,000 8.93% 61,200 7.92%
Stirling Corporate Services 5,440,050 200,375 13,665,444 49.85% 341,700 44.23%
<FN>

(1) Based on a one for one reclassification of the Class A Common.
(2) Based on the current conversion ratio of 41.05 shares of Class A Common for each share of Preferred Stock.
</FN>

The Consenting Stockholders will bear the bulk of the dilution associated
with our planned restructuring procedures. Nevertheless, our management team and
the Consenting Stockholders believe that the advantages of having a large number
of "round lot" stockholders justify the disproportionate benefit to be derived
by our company's smaller stockholders.

Necessary Stockholder Consents

The proposal to reclassify our Preferred Stock as Common Stock will
materially and adversely affect the rights of the holders of Preferred Stock.
Accordingly, the holders of a two-thirds majority of the Preferred Stock, acting
separately as a class, must consent to the proposed reclassification. Stirling
and Ms. Fonner own 200,375 shares, or approximately 68%, of our outstanding
Preferred Stock and have the voting power to consent to all proposals without
the consent of any other holder of Preferred Stock.

Since the proposals to increase our authorized capital; reclassify our
Class A Common; implement a 1 for 4,000 reverse split; and implement a 100 for 1
forward split will not adversely affect the rights of any other class of
stockholders, the holders of a simple majority of our Common Stock will be able
to consent to the proposals without the consent of any other class of
stockholders. Stirling owns 5,440,050 shares, or approximately 51%, of
outstanding Common Stock and has the voting power to consent to all proposals
without the consent of any other holder of Common Stock.

PLAN OF OPERATIONS

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

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

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

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

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

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

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

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

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

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

Acquisition opportunities

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

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

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

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

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

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

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

NASDAQ listing requirements

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

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

[GRAPHIC OMITTED]

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

Stock issuance for a business combination

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

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

Original stockholders (1) 430,800 8.03% 430,800 4.02% 430,800 2.01%
Stirling stock purchases (2) 341,700 6.37% 341,700 3.19% 341,700 1.59%
Compensation to Ms. Fonner (3) 120,000 2.24% 100,000 0.93% 100,000 0.47%
Compensation to counsel and advisors (4) 180,000 3.36% 200,000 1.86% 200,000 0.93%
Target company stockholders 4,290,000 80.00% 9,652,500 90.00% 20,377,500 95.00%
--------- ------ --------- ------ ---------- ------

Total 5,362,500 100.00% 10,725,000 100.00% 21,450,000 100.00%
========= ======= ========== ======= ========== =======
<FN>

(1) Assumes that our outstanding Preferred Stock will be reclassified in the ratio of 41.05 shares of Common Stock for each share
of Preferred Stock.
(2) The 5,440,050 shares of Common Stock and 200,375 shares of Preferred Stock by Stirling will be converted into 341,700 shares
of New Common.
(3) Ms. Fonner will receive 120,000 shares of New Common as compensation for services rendered.
(4) We will issue up to 180,000 shares of New Common to our legal counsel and advisors as compensation for services rendered.
</FN>

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

Future disclosure respecting a business combination

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

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

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

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

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

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

COMPENSATION TO STIRLING, MS. FONNER AND CONSULTANTS

We will incur a variety of direct operating expenses including the fees
charged by our transfer agent and auditors, the costs of communicating with our
stockholders and the costs of maintaining an information website for our
stockholders and other interested parties. Our company will also be obligated to
reimburse Stirling, Ms. Fonner, our legal counsel and certain consultants for
the out-of-pocket expenses they incur on our behalf. There is no limit on the
amount of allowable expense reimbursements and Ms. Fonner will have the sole
authority to review and approve of the reasonableness of such expenses.

Cash compensation. Our company will agree to pay substantial cash
compensation to Stirling, Ms. Fonner, legal counsel and certain consultants. Ms.
Fonner will have the unilateral authority to negotiate the underlying
compensation agreements and her decisions will not be subject to review by the
stockholders. Since Ms. Fonner is both an officer and principal stockholder of
Stirling and the sole director of our company, the proposed compensation
arrangements summarized below present significant potential for conflicts of
interest. Notwithstanding the foregoing, Ms. Fonner believes the proposed
arrangements are fair and reasonable in light of our limited financial
resources, the speculative nature of our proposed activities and the fact that
we will not be able to pay any cash compensation unless we negotiate a business
combination with at target that is willing to pay any accrued but unpaid
compensation amounts.

The following table summarizes the cash compensation our company will
agree to pay to Stirling, Ms. Fonner, legal counsel and consultants.

Summary of Cash Compensation and Other Payments
Monthly Annual One-time Two-year
amount amount payments Total (1)

Stirling Corporate Services (2)(3)
Administrative fees $5,000 $60,000 $120,000
Out-of-pocket expenses actual actual actual

Sally A. Fonner (2)(4)
Officer's and Directors' fees $10,000 $120,000 $240,000
Out-of-pocket expenses actual actual actual

Legal Counsel (5)
Fees and expenses of Delaware counsel $10,000 $10,000
Preparation of our Form 10-K $25,000 $25,000
Preparation of our Information Statement $50,000 $50,000
Review of our future SEC reports $5,000 $60,000 $120,000
Out-of-pocket expenses actual actual actual

Other consultants and advisors (6) unknown unknown unknown unknown

Grand totals $20,000 $240,000 $85,000 $565,000
<FN>

(1) Assumes that we will require a period of two years to identify a target and close a business combination.
(2) Our agreements with Stirling and Ms. Fonner will have initial terms of
two years, provide for a fixed monthly compensation and provide for a
lump sum bonus equal to any unearned compensation if we close a business
combination before the expiration of the initial term.
(3) Stirling will provide all necessary office facilities and equipment,
manage our day-to-day operations and manage our accounting and reporting
functions. Stirling has agreed to carry substantially all of its fees as
an account receivable until we complete a business combination.
(4) Ms. Fonner has agreed to carry substantially all of her fees as an
account receivable until we complete a business combination. (5) Petersen
& Fefer, the law firm that will represent us in connection with certain
SEC matters, has agreed to carry
substantially all of their fees as an account receivable until we complete a business combination.
(6) I In light of our limited financial resources, we are unlikely to enter
into consulting or advisory agreements that require the payment of
substantial cash fees.
</FN>

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 cash compensation to Stirling, Ms. Fonner, legal counsel and third party
consultants. With the exception of their accrued compensation, Stirling, Ms.
Fonner and their respective affiliates will not receive any direct or indirect
compensation from a target, or any officer, director, affiliate or associate of
a target in connection with a business combination. While a target may decide to
retain Stirling, Ms. Fonner or one or more of their respective affiliates to
provide future services for the combined companies, Stirling, Ms. Fonner and
their respective affiliates cannot require a target to enter into such an
agreement as condition of a proposed business combination.

Stock based compensation. Our company will agree to issue up to 300,000
shares of New Common to Ms. Fonner, legal counsel and consultants as partial
compensation for services. Ms. Fonner will have the unilateral authority to
negotiate the underlying compensation agreements and her decisions will not be
subject to review by the stockholders. Since Ms. Fonner is both an officer and
principal stockholder of Stirling and the sole director of our company, the
proposed compensation arrangements summarized below present significant
potential for conflicts of interest. Notwithstanding the foregoing, Ms. Fonner
believes the proposed arrangements are fair and reasonable in light of our
company's limited financial resources, the speculative nature of our proposed
activities and the speculative value of our New Common.

The following table summarizes the stock based compensation our company
will agree to pay to Stirling, Ms. Fonner, legal counsel and consultants.

Summary of Stock-based Compensation
Monthly Annual One-time Two-year
amount amount payments Total (1)
Sally A. Fonner

Officer's and Director's fees 5,000 60,000 120,000

Legal Counsel
Preparation of our Form 10-K 30,000 30,000
Preparation of our Information Statement 40,000 40,000
Review of our future SEC reports 2,500 30,000 60,000

Other consultants and advisors 50,000

Grand totals 6,250 75,000 70,000 300,000
<FN>

(1) Assumes that we will require a period of two years to identify a target and close a business combination.
(2) Our agreement with Ms. Fonner will have an initial term of two years,
provide for a fixed monthly compensation and provide for a lump sum bonus
equal to any unearned compensation if we close a business combination
before the expiration of the initial term.
</FN>

The shares of New Common specified in the table will be issued in
transactions that are exempt from registration under ss.4(2) of the Act. When we
negotiate a business combination, the underlying agreements will probably
require the combined companies to register the resale of those securities under
the Act. In the absence of a registration rights agreement, the recipients of
the shares specified above may be unable to resell their shares.

Additional stock sales. Our company will not issue or sell additional
shares of New Common or other equity securities to Stirling, Ms. Fonner or any
of their respective affiliates during the period between the implementation of
the reorganization described in this Information Statement and the closing of a
business combination transaction. Nevertheless, the company may sell additional
shares of New Common or other equity securities to unrelated third parties at
negotiated prices. Moreover, if our available financial resources are
insufficient to pay the costs and expenses associated with our future
operations, Stirling and Ms. Fonner may elect to loan our company any additional
funds necessary to effect a business combination with a suitable privately held
company.

Brokerage commissions and finder's fees. We have no cash resources that
can be used to pay brokerage commissions or finders' fees associated with a
business combination. In addition, if we agree to pay stock-based brokerage
commissions or finders' fees, those stock issuances will reduce the number of
shares of New Common that would otherwise be available to the owners of a
target. Under these circumstances, we believe the target must bear the ultimate
responsibility for all decisions respecting the payment of brokerage commissions
and finders' fees and our company not enter into any binding agreements without
the express consent of the target.

We will not pay brokerage commissions, finders' fees or similar
compensation to Stirling, Ms. Fonner or any of their respective employees and
affiliates. Our company and our officers will not pay any finders' fees,
commissions or similar compensation to persons who are not duly licensed
broker-dealers without first obtaining an opinion of legal counsel that
broker-dealer registration is not required under the circumstances.

MS. FONNER'S PRIOR SHELL TRANSACTIONS

Sally A. Fonner, 54, has served as the president and sole director of our
company since June 18, 2002. Ms. Fonner is not a full-time employee and is not
required to devote any specific amount of time to our business. Ms. Fonner
graduated from Stephens University in 1969 with a Bachelor of Arts in Social
Systems. After a stint in the private sector, she returned to further her
education and earned her MBA degree from the Executive Program of the University
of Illinois in 1979. Since December 2000, Ms. Fonner has served as the president
of Win or Lose Acquisition Corporation, a publicly held blank check company that
intends to pursue a business strategy that is similar to our proposed business.
Due to significant structural differences between our company and Win or Lose
Acquisition Corporation, the two companies are not expected to be direct
competitors in the search for acquisition candidates. Stockholders should be
aware, however, that Win or Lose Acquisition Corporation will offer a number
advantages to substantial acquisition candidates that are contemplating a
transaction with a public shell.

From 1996 through 2001, Ms. Fonner was the sole stockholder, officer and
director of Capston Network Company, a corporation that performed administrative
services for the public companies managed by her. Since February of this year,
Ms. Fonner has been an officer and principal stockholder of Stirling. Ms. Fonner
is not an officer, director or principal stockholder of any other company with a
class of securities registered under section 12 of the Exchange Act or subject
to the requirements of section 15(d) of such Act.

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

Company Name Term as an officer Term as a director

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

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

Name of combined eNote.com, Inc. Telemetrix, Inc. Liberty Group Dupont Direct Yifan
companies Holdings, Inc. Financial Communications, Inc.
Holdings, Inc.
Original name of Webcor Arnox Corporation Bio Response, Marci Smart Games
the shell company Electronics, Inc. Inc. International Interactive, Inc.
Imports, Inc.
Inactive since 1989-Bankrupt 1989-Bankrupt 1989-Bankrupt 1989-Bankrupt 1997-Insolvent
Name of target Navis Tracy Corp. II Liberty Food Wavecount, Inc. Yifan.com, Inc.
Technologies, Ltd. and Telemetrix Group, Ltd.
Resource Group

Closing date 4/7/1999 4/7/1999 11/23/1999 1/28/2000 7/31/2000
Cash Fees paid by $250,000 (3) $125,000 $75,000 $150,000 (4) $350,000
target (1)(2)
Stock held by 540,000 300,000 300,000 300,000 316,206
original public 3.60% 2.33% 4.71% 4.20% 2.43%
stockholders
Ms. Fonner's 740 (5) 87 (5) 63 (5) 111 (5) 462,500 (6)(7)
stock purchases
Stock issued to 740,000 (7)(8) 450, 000 (7)(8) 450, 000 (7)(8) 450, 000 (7)(8) 33,794 (8)(9)
Ms. Fonner and 4.93% 3.50% 7.84% 6.29% 3.82%
her advisors
Stock issued to 13,720,000 12,117,000 5,575,000 6,400,000 12,174,671
target and its 91.47% 94.17% 87.45% 89.51% 93.75%
advisors
OTC Symbol ENOT (10) TLXT LGHI (10) DIRX YIFN (10)
<FN>

(1) In connection with the prior transactions, the target and/or its principal
stockholders paid cash M&A fees to Ms. Fonner and her affiliates. No M&A
fees may be paid to any of our officers or their respective affiliates.
(2) The table does not include information on the profits received by Ms.
Fonner, her affiliates and her advisors from the resale of shares held by
them. Given the nature of the relationships between Ms. Fonner and her
non-affiliated advisors, it would be impractical to provide such
information.
(3) In connection with the eNote.com transaction, $100,000 of the cash M&A fee was paid to third-party finders.
(4) In connection with the Dupont transaction, $10,000 of the cash M&A fee was paid to third-party finders.
(5) Before beginning her activities with respect to Webcor, Arnox, Bio Response and Marci, Ms. Fonner purchased between 800 and
5,000 shares for nominal consideration in open market transactions. The
numbers in the table give retroactive effect to the reverse splits
implemented by these companies. Except for these initial purchases, Ms.
Fonner and her affiliates did not purchase any of the outstanding shares
and she believes that none of her advisors purchased any outstanding
shares.
(6) In March 2000, a private investor purchased a majority interest in Smart
Games by contributing $75,000 in cash to the company in exchange for
375,000 shares of Common Stock. The investor then appointed Ms. Fonner to
serve as the company's sole director. Thereafter, Ms. Fonner contributed
an additional $48,286 in cash to the company in exchange for 87,500 shares
of Common Stock. All contributed funds were used to settle the company's
debts and pay the third-party costs associated with the reorganization.
(7) The reorganization plans for Webcor, Arnox, Bio Response and Marci each
provided that Ms. Fonner and her advisors would receive newly issued
shares of Common Stock as compensation for services rendered. The numbers
presented in the table include all shares issued to Ms. Fonner and her
affiliates and advisors.
(8) The bulk of the shares issued to or purchased by Ms. Fonner and her
affiliates and advisors were ultimately allocated to unaffiliated
third-party advisors. The following summarizes the number of shares
retained by Ms. Fonner and her affiliates in connection with the
transactions identified above.
eNote.com, Inc. 180,600 shares
Telemetrix, Inc. 110,500 shares
Liberty Group Holdings, Inc. 69,520 shares
Dupont Direct Financial Holdings, Inc. 96,400 shares
Yifan Communications, Inc. 68,115 shares
(9) After the closing of the Yifan transaction, Ms. Fonner entered into a
1-year personal services contract with that company which provided for the
issuance of 180,000 additional shares of Common Stock.
(10) eNote.com, Liberty Group Holdings and Yifan Communications were ultimately
removed from the OTC Bulletin Board for failure to file their required
Exchange Act reports in a timely manner.
</FN>

Stockholders are encouraged to review the available public information on
the five companies that were previously managed by Ms. Fonner. Certain
information on these companies is included in the reports that these companies
filed with the SEC both before and after their respective business combinations.
These reports can be inspected and copied at the SEC's public reference room at
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549-1004.
In addition, the SEC maintains a web site at WWW.SEC.GOV that can be used to
download copies of all such reports. The following table provides summary
document location information for stockholders that want to independently
evaluate Ms. Fonner's prior activities.

Company Name SEC Central Initial Filing Transaction Transaction Report
(Original name) Index Key Type Date Date Type Date

Telemetrix, Inc. 0000742814 Form 10-K 6/14/96
(Arnox Corporation) Proxy 6/14/96 3/22/99 Form 8-K 4/14/99

eNote.com, Inc. 0000058636 Form 10-K 12/31/96
(Webcor Electronics, Inc.) Proxy 1/3/97 4/5/99 Form 8-K 4/20/99

Dupont Direct
Financial Services, Inc. 0000807904 Form 10-K 1/2/97
(Marci International Imports, Inc.) Proxy 1/3/97 4/5/99 Form 8-K 4/20/99

Liberty Group 0000311927 Form 10-K 1/2/97
Holdings, Inc.
(Bioresponse, Inc.) Proxy 1/3/97 11/23/99 Form 8-K 11/26/99

Yifan Communications, Inc. 0000915766 Form 8-K 4/17/00
(Smart Games Interactive, Inc.) Form 10-K 4/19/00 7/31/00 Form 8-K 8/14/00

Additional information, including press releases and the trading history of the
named companies is available from a variety of public sources.

In each of Ms. Fonner's prior transactions, the combined companies' stock
only qualified for quotation on the OTC Bulletin Board. In each these
transactions, the market price has been highly volatile, and the market has not
been active, liquid or sustained. Even if we negotiate and close a business
combination, there is no assurance that an active, liquid, stable and sustained
public market for the combined companies' shares will ever develop.

Potential Conflicts of Interest

Ms. Fonner is an officer of Win or Lose Acquisition Corporation, a
publicly held blank check company that intends to pursue an acquisition strategy
that is similar to our proposed business. In addition, Ms. Fonner may, in the
future, become affiliated with other blank check companies and public shells
that propose to engage in similar business activities. Therefore, from time to
time Ms. Fonner will have fiduciary obligations to more than one entity. In such
an event, Ms. Fonner will be obligated to present each potential opportunity to
all of her affiliated entities that are seeking a business combination.

To minimize potential conflicts of interest arising from multiple
corporate affiliations, Ms. Fonner will not make affirmative decisions to
allocate a particular opportunity to a particular acquisition vehicle. Instead,
she will provide the available information on all available blank check
companies and/or public shells to the potential target, and ask legal counsel
for the potential target to make a final selection. Therefore:

o There is no assurance that legal counsel for a potential target will
ever conclude that this company is best suited to his or her client's
needs;

o There is no assurance that a business combination transaction will
ever take place;

In general, officers and directors of a Delaware corporation are
obligated to act in a manner that is in, or not opposed to, the best interests
of the stockholders. In particular, under the Delaware corporate opportunity
doctrine, officers and directors are required to bring business opportunities to
the attention of a corporation if:

o The corporation could financially undertake the opportunity;

o The opportunity is within the corporation's line of business; and

o It would be unfair to the corporation and the stockholders if the
officers and directors failed to bring the opportunity to the
attention of the corporation.

Ms. Fonner will present every business opportunity that Delaware law may
reasonably require to be presented to us until we agree to a business
combination.

RISK FACTORS

The plan involves a high degree of risk. Stockholders should carefully
consider the following risk factors.

Capital restructuring procedures. The procedures that we intend to use in
connection with our capital restructuring do not treat all stockholders equally.
If we were to affect a simple 1 for 40 reverse split, our company would have a
total of 685,300 shares outstanding. As a direct result of the three-stage
restructuring process, however, we will have approximately 772,500 shares of New
Common outstanding. Substantially all of the economic benefit arising from our
proposed capital restructuring procedures will inure to the benefit of
stockholders who own fewer than 4,000 shares and would become odd lot
stockholders if a simple reverse split were implemented.

No recent operating history. We have no assets, liabilities, management
or ongoing operations and we have not engaged in any business activities for
over 14 years. There can be no assurance that we will be able to acquire a
target or that the combined companies will be profitable. While Stirling and its
affiliates, employees and advisors have had limited experience in similar shell
transactions, we have no recent operating history that stockholders can consider
in making an informed judgment regarding the merits of our plan. Stockholders
will probably not be given the opportunity to pass upon the merits of any target
that is ultimately selected.

No specific acquisition plans. We have made no specific acquisition plans
and no specific industry or type of business has been selected for investment.
None of our officers, directors or promoters, or their respective employees
affiliates and associates, have had any preliminary contact or discussions with
any representatives of the owners of any business or company regarding the
possibility of a business combination transaction There is no assurance that we
will possess the experience and skills necessary to make an informed judgment
about a particular target. Accordingly, our proposed operations involve an
extremely high degree of risk.

Blind pool. Our proposed business is frequently referred to as a blind
pool because neither our management nor our stockholders know what the business
of our company may ultimately be. Stockholders will not usually have an
opportunity to evaluate the merits of a proposed target and they must rely upon
management to identify a target and negotiate the terms of a business
combination. We will probably not give stockholders an opportunity vote on a
proposed business combination. Moreover, if we implement a business combination
as a "reverse takeover" transaction stockholders will not receive complete
disclosure on the business and financial affairs of the target until the
combined companies file their Annual Report on Form 10-K for the year of the
transaction. Nevertheless, the combined companies will be required to file a
Form 8-K and disclose limited information concerning the acquisition, including
financial information on the target, within 15 days after the closing of the
acquisition.

Limited assets. We have no material assets and we are not likely to
acquire any substantial assets other than the assets of a target. Any business
activity we eventually undertake will require substantial capital. Since we do
not know which type of business our company will acquire or the capital
requirements for such business, there can be no representations respecting the
future capital needs of our company.

Intense competition. A large number of established and well-financed
entities, including venture capital firms, have recently increased their merger
and acquisition activities, especially among companies active in high technology
fields. Nearly all such entities have significantly greater financial resources,
technical expertise and managerial capabilities than the company and,
consequently, the company will be at a competitive disadvantage in identifying
suitable acquisition candidates and concluding a business combination
transaction.

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

Corporate governance. Stirling owns a majority of our Common Stock and
Preferred Stock. Stirling's president Sally A. Fonner is the sole director of
our company. Therefore, our current management has both the executive and voting
power to approve all corporate actions without your consent. We do not have any
independent directors or an audit committee to review related party
transactions. We do not intend to solicit stockholder approval for a business
combination. We do not intend to comply with the corporate governance standards
that would be required under Nasdaq or BBX rules until we complete a business
combination.

Dependence on part-time management. We have no full-time employees and
our success will be largely dependent on the decisions made by Stirling and its
affiliates, employees and advisors, none of whom will devote their full time to
our affairs.

Bankruptcy law considerations. The company filed a voluntary petition
under Chapter 11 of the Bankruptcy Act that was subsequently converted to a case
under Chapter 7. While this bankruptcy proceeding resulted in the sale of all
corporate assets and the use of the proceeds therefrom to pay corporate
liabilities, it did not formally "discharge" the unpaid balance of the company's
debts. While we believe that legal actions to enforce our company's prior unpaid
obligations are now barred by statutes of limitation, the existence of the
earlier bankruptcy will complicate the "due diligence" and may make it more
difficult to negotiate a business combination transaction on favorable terms.

Control of combination procedure. A combination between our company and a
target may be structured as a merger or consolidation or involve the direct
issuance of New Common in exchange for the target's stock or assets. The General
Corporation Law of Delaware requires the affirmative vote of the holders of at
least a majority of our outstanding shares to approve a merger or consolidation.
Since stockholder approval is not required in connection with the issuance of
stock in exchange for stock or assets, it is anticipated that our management
will have complete control over our business combination policies and
procedures. Our management does not intend to seek a fairness opinion in
connection with any business combination transaction.

Anticipated change in control. We will issue New Common in connection
with a business combination and we expect that such a transaction will result in
a change in control. After a change in control, the owners of the target will
have the right to appoint their own management team and our current management
will not be able to influence future decisions, seek a listing for the combined
companies' shares or take any other action to promote a public market. There can
be no assurance that we will be able to negotiate appropriate after-market
support agreements or that any terms we negotiate will be effective. If
successor management does not devote sufficient time and resources to developing
and promoting a public market, you may be unable to sell your shares at any
price.

No market research. We have not conducted any market research concerning
the availability of potential targets. Therefore, we can offer no assurances
that market demand exists for a business combination of the type contemplated by
the plan. We have not identified any particular industry or specific business
within an industry for evaluation by the company. There is no assurance we will
be able to acquire a target on favorable terms.

Lack of diversification. We will probably not be able to make multiple or
sequential acquisitions. Therefore, the future success of our company will
likely be dependent on the success or failure of a single business. We may also
be subject to economic fluctuation within a particular industry.

Potential conflicts of interest. Our officers are not required to devote
any specific amount of time to our business. Each of our officers is actively
involved in other business pursuits and they will all face conflicts in
allocating their time among their various business interests. Such conflicts may
cause delays or prevent us from effecting a business combination.

Single market maker. At the date of this Information Statement, our stock
is quoted in the National Quotation Bureau's OTC Pink Sheets and we have only
one market maker. While we expect our stock to qualify for quotation on the OTC
Bulletin Board or listing on the proposed BBX upon completion of a business
combination, we have no agreement with any broker or dealer to act as a market
maker for our securities and there is no assurance that the combined companies
will be successful in obtaining an OTC Bulletin Board quotation or a BBX
listing.

No assurance of public market. There has been no public market for our
securities for over 14 years and there is no assurance that a public market will
ever develop. If a trading market does develop, it is likely to be illiquid and
volatile. Stockholders may have difficulty in selling their shares in the future
at any price.

Possible issuance of additional shares. When the amendments have become
effective, our Certificate of Incorporation will authorize the issuance of
50,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock. All
shares that are not issued to our current stockholders will be available for any
proper corporate purposes. The plan specifically contemplates the issuance of
300,000 shares of New Common to Ms. Fonner, our legal counsel and our advisors.
It also contemplates the issuance of an indeterminate number of shares of New
Common in connection with a business combination. After completion of a business
combination, the Board of Directors of the combined companies will have the
power to issue additional shares of Common Stock without stockholder approval.
Such issuances may result in a reduction of the book value or market price, if
any, of our outstanding securities.

Shares available for future sale. Stirling owns 5,440,050 shares of
Common Stock and 200,375 shares of Preferred Stock in June of this year.
Stirling's current holdings will be converted into 341,700 shares of New Common.
The plan also contemplates the issuance of 300,000 shares of New Common in
compensatory transactions. Since the staff of the SEC's Division of Corporation
finance has taken the position that Rule 144 is not available to the officers,
directors, promoters and affiliates of blank check companies. Ms. Fonner and
Stirling will seek a "no-action" letter or other guidance from the SEC before
entering into a contract for the unregistered resale or other transfer of any
shares that are retained by them after the closing of a business combination.

Penny stock rules. Under applicable SEC regulations, shares that are
issued by a company that has less than $5,000,000 in net tangible assets, have a
market price of less than $5 and are not listed on Nasdaq or a stock exchange
are classified as "penny stock." The penny stock regulations impose significant
restrictions on brokers who sell penny stock to persons other than established
customers and accredited investors. The combined companies' shares are likely to
be subject to the penny stock regulations, which may discourage brokers from
effecting transactions in those shares. This would decrease market liquidity,
adversely affect market price and make it difficult to use the combined
companies' shares as collateral.

APPROVAL OF AMENDMENTS

The following sections separately describe the various amendments to our
Certificate of Incorporation that will be consented to in writing by the
Consenting Stockholders and sequentially adopted.

Increase in Authorized Capitalization

The authorized capitalization of the Company is presently fixed at
15,000,000 shares of Common Stock, 10,000,000 shares of Class A Common Stock and
1,000,000 shares of blank check preferred stock. At the date of this Information
Statement, 10,668,333shares of Common Stock, 4,428,616 shares of Class A Common
and 300,000 shares of Preferred Stock are outstanding. Therefore, An increase in
the company's authorized capitalization is an essential element of the
restructuring plan. Without an increase in its authorized capital, our company
will not have sufficient authorized stock to:

o Reclassify the Class A Common and Preferred Stock; or

o Effect a subsequent business combination transaction.

On March 3, 2003, the Consenting Stockholders will approve an amendment
to our Certificate of Incorporation that will increase our authorized capital to
50,000,000 shares of $.0001 par value Common Stock and 5,000,000 shares of
$.0001 par value preferred stock. This increase in our authorized capital stock
will not change the relative rights and limitations of the holders of Common
Stock, Class A Common or Preferred Stock.

The increase in our authorized capital stock was recommended by the Board
to assure that an adequate supply of authorized and unissued shares is available
to accommodate the restructuring, facilitate a business combination with a
target and provide sufficient authorized and unissued stock to facilitate future
financing activities.

Until the Board establishes the specific rights, preferences and
limitations of any future series of preferred stock, the actual effect on the
holders of Common Stock cannot be ascertained. However, such effects might
include restrictions on dividends on the Common Stock if dividends on the
preferred stock are in arrears, dilution of the voting power of the holders of
Common Stock to the extent that any series of preferred stock has voting rights,
and reduction of amounts available on liquidation of the company as a result of
any liquidation preference granted to the holders of any series of preferred
stock.

Except as described in this Information Statement, are no current plans
or arrangements relating to the issuance of any additional securities of the
company. The terms of any future issuance of common or preferred stock will be
largely dependent on market conditions and other factors existing at the time of
issuance and sale.

The Board will be authorized to issue additional common and/or preferred
stock, from time to time, within the limits authorized by our Certificate of
Incorporation without further shareholder action, except as may otherwise be
provided by law. Such additional shares may be issued for cash, property or
services, or any combination thereof, and at such price as the board deems
reasonable under the circumstances. The increase in authorized shares of Common
Stock and preferred stock has not been proposed for an anti-takeover-related
purpose and the board and management have no knowledge of any current efforts to
obtain control of the company or to effect large accumulations of the company's
stock. Nevertheless, the issuance of additional shares by the company may
potentially have an anti-takeover effect by making it more difficult to obtain
shareholder approval of various actions, such as a merger or removal of
management.

Reclassification of Class A Common

The board believes the existence of three classes of outstanding capital
stock will impair our company's utility as a public shell. On March 3, 2003, the
Consenting Stockholders will approve an amendment to our Certificate of
Incorporation that will reclassify our outstanding Class A Common as Common
Stock.

Under our current Certificate of Incorporation, our Class A Common and
Common Stock are identical in all respects to the Common Stock, except that the
holders of Class A Common stock have no voting rights. Under the proposed
amendment, full voting rights would be granted to the holders of Class A Common
through the reclassification of their shares on a one-for-one basis.

At the date of this Information Statement, the voting power is divided
among 10,668,333 shares of Common Stock. The reclassification of the Class A
Common will increase the outstanding Common Stock by 4,428,616 shares and the
voting power held by the current holders of our Common Stock will be
proportionally reduced.

Reclassification of Preferred Stock

Under our current Certificate of Incorporation, the holders of Preferred
Stock enjoy a liquidation preference of $25 per share and are entitled to
annual, cumulative dividends at the rate of $2.50 per annum, payable
semi-annually. The holders of Preferred Stock do not generally have voting
rights. However, we cannot, without the vote of the holders of two-thirds of the
outstanding Preferred Stock:

o Issue securities ranking on a parity with or senior to the Preferred
Stock with respect to dividends or distribution of assets;

o Change any of the preferences, rights, designations or powers of the
Preferred Stock so as to affect the holders adversely;

o Increase the number of authorized shares of Preferred Stock; or

o If dividends on the Series A Preferred are not current, increase the
number of directors other than to add two directors elected by the
holders of the Series A Preferred.

Whenever dividends are in arrears for four consecutive semi-annual
dividend periods, holders of Preferred Stock are entitled to elect two
additional directors and, by written request by the holders of 25% or more of
the Preferred Stock, may cause a special meeting to be called for the purpose of
electing such directors. The Preferred Stock was initially convertible at the
option of the holder into shares of Class A Common stock at an initial
conversion price of $1.5625. After giving effect to the sale of our securities
to Stirling, the current conversion price is approximately $0.61 and each share
of Series A Preferred is convertible into 41.05 shares of Class A Common.

Under the amendment, all outstanding shares of Preferred Stock will be
reclassified using a ratio of 41.05 shares of Common Stock for each share of
Preferred Stock. In connection therewith, the holders of Preferred Stock will
lose their liquidation preference of $25 per share, lose their annual dividend
preference of $2.50 per share, and surrender their potential claims for
approximately $40 per share in prior unpaid dividends.

At the date of this Information Statement, the voting power is divided
among 10,668,333 shares of Common Stock. The reclassification of the Preferred
Stock tock will increase our outstanding Common Stock by an additional
12,315,000 shares and the voting power held by the current holders of our Common
Stock will be proportionally reduced.

Reverse split and forward split

The board believes it will be necessary to affect a reverse split of
approximately 1 for 40 to properly position our company as a viable public
shell. Since a simple 1 for 40 reverse split would leave the company with over
900 odd lot stockholders, the board proposes to implement a 1 for 4,000 reverse
split, which will be immediately followed by a 1 for 100 forward split.

On March 3, 2003, the Consenting Stockholders will approve an amendment
to our Certificate of Incorporation that will affect a 1 for 4,000 reverse split
of our outstanding Common Stock, including the shares of Common Stock issuable
upon the reclassification of the Class A Common and Preferred Stock. We will not
purchase fractional shares for cash or issue scrip to the holders of fractional
shares. Instead, all calculations that would result in the issuance of a
fractional share will be rounded up to the next highest whole number.

Concurrently, the Consenting Stockholders will approve an amendment to
our Certificate of Incorporation that will affect a 100 for 1 forward split of
our outstanding Common Stock that will be implemented immediately after the
reverse split described above. The Common Stock issued in connection with the
forward split will be fully paid and non-assessable. The number of stockholders
will remain unchanged. Upon completion of the forward split, every record
stockholder will own at least one hundred shares of New Common and our company
will have approximately 772,500 shares of New Common outstanding.

The implementation of a reverse split followed by a forward split does
not treat all stockholders equally. If we were to reclassify the Class A Common
and Preferred Stock and then affect a simple 1 for 40 reverse split, our company
would have 685,300 shares outstanding. However, since we propose to implement a
1 for 4,000 reverse split followed by a 100 for 1 forward split, our company
will have approximately 772,500 shares of New Common outstanding. Substantially
all of the economic benefit arising from this procedure will inure to the
benefit of stockholders who currently own fewer than 4,000 shares and would
become odd lot stockholders if a simple 1 for 40 reverse split were implemented.

The par value of our Common Stock will be $.0001 per share following the
reverse split and the subsequent forward split. As a result, the aggregate par
value of our outstanding Common Stock will be decreased, while the aggregate
capital in excess of par value attributable to our outstanding Common Stock for
statutory and accounting purposes will be correspondingly increased. The reverse
split and the subsequent forward split will not affect our total stockholder
equity. All share and per share information will be retroactively adjusted to
reflect the reverse split and the subsequent forward split for all periods
presented in future filings.

Consenting Stockholders. The four amendments described above will be
consented to in writing by both of the Consenting Stockholders. Since Stirling
and Ms, Fonner own a two-thirds majority of our outstanding Preferred Stock, no
other holders of Preferred Stock will be asked to consent to the proposed
amendments. Likewise, since Stirling owns a majority of our outstanding Common
Stock, no other holders of Common Stock will be asked to consent to the proposed
amendments.

RATIFICATION OF AMENDED BY-LAWS

On May 20, 2002, the Delaware Court of Chancery ordered an annual meeting
of our stockholders. The meeting was held on June 18, 2002. The Court order
provided that notwithstanding the quorum requirements of our bylaws, the
stockholders who attended the meeting in person would constitute a quorum for
the election of directors. Two stockholders who collectively owned a total of
1,050 shares of Common Stock attended and participated in the meeting. The only
action taken at the meeting was the election of three new directors who assumed
office immediately after the meeting.

A meeting of the newly elected board of directors was called and held
immediately after the completion of the stockholders meeting. At this meeting,
the newly elected board voted to adopt amended and restated by-laws for our
company that expressly authorize a single-member board of directors. The amended
and restated by-laws contain no other unusual provisions.

Consenting Stockholders. Both of the Consenting Stockholders will ratify
the amended by-laws described above in writing. Since Stirling and Ms, Fonner
own a two-thirds majority of our outstanding Preferred Stock, no other holders
of Preferred Stock will be asked to ratify the amended by-laws. Likewise, since
Stirling owns a majority of our outstanding Common Stock, no other holders of
Common Stock will be asked to ratify the amended by-laws.

RATIFICATION OF AUDITORS FOR CURRENT FISCAL YEAR

The Board has appointed the firm of Want & Ender CPA PC, Certified Public
Accountants, as the Company's independent auditors for the year ending January
31, 2003, and asked the Consenting Stockholders to ratify such appointment.

Want & Ender audited the Company's financial statements for the years
ended January 31, 1989 through 2002. Want & Ender's report on our Financial
Statements contained no adverse opinion or disclaimer of opinion and was not
qualified or modified as to uncertainty, audit scope or accounting principles. A
partner or other representative of Want & Ender is expected to be present at the
Annual Meeting and will be afforded the opportunity to make a statement. Such
representative is expected to be available to respond to appropriate questions.

For the year ended January 31, 2002, Want & Ender billed the Company an
aggregate of $500.00 for professional services rendered for the audit of the
Company's 2002 Financial Statements. Want & Ender did not perform any non-audit
related consulting or tax work during the year ended January 31, 2002.
Accordingly, our board of directors has determined that Want & Ender has
retained its independence.

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

Consenting Stockholders. Both of the Consenting Stockholders will ratify
the appointment of Want & Ender as our company's independent auditors. Since
Stirling and Ms, Fonner own a two-thirds majority of our outstanding Preferred
Stock, no other holders of Preferred Stock will be asked to ratify the
appointment of Want & Ender. Likewise, since Stirling owns a majority of our
outstanding Common Stock, no other holders of Common Stock will be asked to
ratify the appointment of Want & Ender.

Dated February 4, 2003 By order of the board of directors

/s/
--------------------------------------------

Sally A. Fonner, President

WRITTEN CONSENT
OF SHAREHOLDERS OWNING A MAJORITY
OF THE OUTSTANDING SHARES
OF THE ENCHANTED, INC.

WHEREAS, the Board of Directors of the Corporation has adopted a
resolution declaring the advisability of and recommended the stockholders
approve certain amendments of the Corporation's Articles of Incorporation set
forth below;

WHEREAS, the Board of Directors of the Corporation has adopted and
recommended the advisability of certain amendments to the Corporation's by-laws;

WHEREAS, the Board of Directors of the Corporation has retained the firm
of Want & Ender CPA, PC to serve as the Corporation's auditor for the year ended
January 31, 2003; and

WHEREAS, On January 17, 2003, the holders of a majority of the
Corporation's outstanding Common Stock and a two-thirds majority of the
Corporation's outstanding Preferred Stock consented in writing to a series of
amendments to the Corporation's Certificate of Incorporation that will:

o Increase the Corporation's authorized capital stock to 50,000,000 shares
of $.002 par value Common Stock and 5,000,000 shares of $1 par value preferred
stock;

o Reclassify 4,428,616 shares of the Corporation's issued and outstanding
Class A Common as 4,428,616 shares of Common Stock;

o Reclassify 300,000 shares of the Corporation's issued and outstanding
Preferred Stock as 12,315,000 shares of Common Stock;

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

WHEREAS, the number of shares of common stock issued, outstanding and
entitled to vote with respect to the respect to the foregoing amendments was
10,668,333 and in accordance with 211(b) of the General Corporation Law of
Delaware, the holders of 5,440,050 shares of common stock consented in writing
to the proposed amendments to the Corporation's Certificate of Incorporation;
and

WHEREAS, the number of shares of preferred stock issued, outstanding and
entitled to vote with respect to the respect to the foregoing amendments was
300,000 and in accordance with 211(b) of the General Corporation Law of
Delaware, the holders of 200,375 shares of preferred stock consented in writing
to the proposed amendments to the Corporation's Certificate of Incorporation,

NOW, THEREFORE, BE IT RESOLVED, that Article FOURTH of the Corporation's
Certificate of Incorporation be amended as follows:
ARTICLE FOURTH
NUMBER OF SHARES THE CORPORATION IS AUTHORIZED TO ISSUE

4.1 Capital Stock. Effective at 12:01 a.m. EST on March 3, 2003, the
total number of shares of capital stock which the Corporation
shall have authority to issue is Fifty-Five Million (55,000,000)
shares which shall be subdivided into classes as follows:

(a) Fifty Million (50,000,000) shares of the Corporation's
capital stock shall be denominated as Common Stock, have
a par value of $0.002 per share, and enjoy the rights and
powers generally accorded to common stockholders under
the General Corporation Law of Delaware.

(b) Five Million (5,000,000) shares of the Corporation's authorized capital
stock shall be denominated as Preferred Stock, par value of $0.002 per share.
Shares of Preferred Stock may be issued from time to time in one or more series
as the Board of Directors, by resolution or resolutions, may from time to time
determine, each of said series to be distinctively designated. The voting
powers, preferences and relative, participating, optional and other special
rights, and the qualifications, limitations or restrictions thereof, if any, of
each such series of Preferred Stock may differ from those of any and all other
series of Preferred Stock at any time outstanding, and the Board of Directors is
expressly granted authority to fix or alter, by resolution or resolutions, the
designation, number, voting powers, preferences and relative, participating,
optional and other special rights, and the qualifications, limitations and
restrictions thereof, of each such series of Preferred Stock.

4.2 Reclassification of Outstanding Securities. Effective at 12:02 a.m.
EST on March 3, 2003:

(a) The Four Million, Four Hundred Twenty-Eight Thousand, Six
Hundred and Sixteen (4,428,616) issued and outstanding
shares of the Corporation's $0.002 par value Class A
Common Stock shall be reclassified as Four Million, Four
Hundred Twenty-Eight Thousand, Six Hundred and Sixteen
(4,428,616) shares of the $0.002 par value common stock of
the Corporation without any further action by the holders
of such shares.

(b) The Three Hundred Thousand (300,000) issued and
outstanding shares of the Corporation's Convertible Series
A $25 Preferred Stock shall be reclassified as Twelve
Million, Three Hundred Fifteen Thousand (12,315,000)
shares of the $0.002 par value common stock of the
Corporation without any further action by the holders of
such shares.

(c) Upon completion of the reclassifications, the total issued
and outstanding capital stock of the Corporation shall
consist of Twenty-Seven Million, Four Hundred Eleven
Thousand, Nine Hundred and Forty-Nine (27,411,949) shares
of $0.002 par value Common Stock.

4.3 Implementation of Reverse Split. Effective at 12:03 a.m. EST on March 3,
2003:

(a) The Twenty-Seven Million, Four Hundred Eleven Thousand,
Nine Hundred and Forty-Nine (27,411,949) issued and
outstanding shares of the Corporation's $0.002 par value
common stock shall be consolidated or "reverse split" in
the ratio of one (1) share of $0.002 par value common
stock for every Four Thousand (4,000) shares held by a
stockholder immediately prior to the effective time set
forth above.

(b) No fractional shares of shall be issued in connection
with the reverse split and any fractional shares
resulting from the reverse split shall be rounded to the
next whole share.

(c) Upon completion of the reverse split, the total issued
and outstanding capital stock of the Corporation shall
consist of Seven Thousand, Seven Hundred and Twenty-Five
(7,725) shares of $0.002 par value Common Stock, more or
less.

4.4 Implementation of Forward Split. Effective at 12:04 a.m. EST on March 3,
2003:

(a) The Seven Thousand, Seven Hundred and Twenty-Five (7,725)
issued and outstanding shares of the Corporation's $0.002
par value Common Stock shall be subdivided in the ratio of
One Hundred (100) shares of $0.002 par value common stock
("New Common") for every share held by a stockholder
immediately prior to the effective time set forth above.

(b) Certificates representing shares of New Common shall only
be issued upon the surrender to the Corporation's transfer
agent of certificates representing shares of Common Stock,
Class A Common Stock or Preferred Stock. No certificate
for shares of New Common shall be valid unless it is
signed in accordance with the Corporation's by-laws and
countersigned by the Corporation's transfer agent.

RESOLVED FURTHER, that the Incentive Stock Plan be and is hereby
approved.

RESOLVED FURTHER, that the selection of Want & Ender CPA, PC as the
Corporation's independent auditor be and is hereby approved.

IN WITNESS WHEREOF, the undersigned have executed this written consent
effective as of the 28th day of February, 2003.

Stirling Corporate Services, LLC Acting in its capacity as the record owner of
5,440,050 shares of Common Stock and 170,375 shares of Preferred Stock

By: /s/ Sally A. Fonner
--------------------------------------------------
Sally A. Fonner, President

Sally A. Fonner
Acting in her individual capacity as the record
owner of 30,000 shares of Preferred Stock

/s/ Sally A. Fonner
Sally A. Fonner