UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                 FORM 10-KSB

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

                      For the fiscal year ended - May 31, 2001

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

                       For the transition period from: ________________

                        Commission file number: 0-9879

                     VACATION OWNERSHIP MARKETING, INC.
                (Name of Small Business Issuer in its charter)

        Florida                                    13-2648442
 (State or other jurisdiction of               (I.R.S. Employer
  incorporation or organization              Identification Number)

                  444 Park Forest Way, Wellington, FL 33414
                   (Address of principal executive offices)

                    Issuer's telephone number: 561-798-4294

            Securities registered under Section 12(b) of the Act: None

               Securities registered under Section 12(g) of the Act:

                      Common Stock, $0.01 par value per share
                                (Title of class)

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(D) of the Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past
90 days.                     YES [X] NO [  ]

Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B is not contained in this form, and no disclosure
will be contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of
this Form 10-KSB or any amendment to this Form 10-KSB.        [  ]

    State issuer's revenues for its most recent fiscal year.     $ -0-

State the aggregate market value of the voting stock held by non- affiliates
computed by reference to the price at which the stock was sold,
or the average bid and asked prices of such stock, as of a specified date
within the past 60 days. (See definition of affiliate in Rule 12b-2 of
the Exchange Act):
                                -0-

Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.
 Yes [ ] No [ ] Not applicable.

              (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
                   15,000,000 as of May 31, 2001.

Transitional Small Business Disclosure Format (Check one): Yes [ ]; No [ ]
<PAGE>
                               PART I

ITEM 1.  BUSINESS

Beginning in 1979, Vacation Ownership Marketing, Inc. (the Company) was
principally engaged in the development of vacation time-sharing resorts
and the marketing of timesharing units in resorts.

The Company conducted its business mainly in Southeast Florida.  Its
development activities through 1983 consisted of endeavoring to purchase
existing resort hotels with the anticipation of renovating them by remodeling
and upgrading the hotel units into timeshare units. Additionally, the Company
intended to serve as a marketing agent for timeshare properties that were
developed by other entities.  As a marketing agent, the Company would
receive commissions approximating 40% of the sales price of each
timeshare unit and would receive additional compensation in the form of an
interest in the net profits of the project.

In an effort to significantly expand its operations, the Company, in early
1982, began marketing a number of resorts. Substantial sums were expended
by the Company to market those resorts, but income in connection with sales
made could not be realized by the Company until specified sales levels were
attained.  Primarily because of a poor 1982 tourist season, the national and
international economic downturn and the Company's lack of capital resources,
these sales levels were attained either later than expected or not at all.
As a result, the Company was not able to generate sufficient cash to meet
its needs and the Company accumulated a significant amount of short term
debt and accounts payable.

The Company experienced difficulty in securing the capital necessary to carry
its development and marketing activities to the point where sales and
commission revenues could be realized.  As previously reported and discussed,
the Company has had significant capital commitments in connection with its
purchase of Lighthouse Cove Resorts through a joint venture.  As it became
apparent that operational revenues were not sufficient to meet these
commitments and that other capital resources were not available, the
Company agreed to sell its interest in the joint venture developing the
Lighthouse Cove, while retaining a marketing agreement for sales at that
resort.

As a result of its sale of a property named Lighthouse Cove, the Company had
no material commitments for capital expenditures.  However, the Company did
accumulate significant accounts payable and short term debt as a result of
liquidity problems during 1982.  Over 1 million of unsecured debt was
potentially in default for various technical reasons other than non-payment
under certain provisions of the loan agreements.  The significant downturn
in the economy, particularly real estate and banking sectors in the
1980's, contributed to the demise of the company's intended business plan.
The Company has been dormant since.

The following officers and/or directors have since resigned from the Company
or are deceased and are therefore no longer affiliated with the Company:

Evelyn Amazon                              10/30/80
Doyle Martin                                4/13/81
John McDonald                               5/22/81
Earl Short                                   7/9/81
William Jackson                            Deceased
Ronald Crandal                             11/19/82
Jack Secord                                 4/19/83

                              2
<PAGE>
Murray Howe                                 4/19/83
Joseph Milsaps                              4/19/83
Marco Milovar                               4/19/83
Adolph Hirsch                              Deceased

In May of 2000, The Board, consisting solely of Mr. Peter Porath appointed
two new members and officers, Mick Schumacher and George Powell, principals
 of the firm, Prime Rate Income and Dividend, Inc.  Management likewise
secured the services of Prime Rate Income and Dividend, Inc. (PRIDE) a
consulting firm which is expected to assist the company in its efforts to
salvage value for the benefit of its shareholders.  The Company has opted
to become a "blank check" company and to further engage in any
lawful corporate undertaking, including, but not limited to, selected mergers
and acquisitions.  PRIDE contributed $10,000.00 as paid in capital to the
Company and has agreed to pay all costs of current accounting and filings
with the Securities and Exchange Commission so as to reactivate the Company
as a reporting company. PRIDE has also agreed to advise the Company as to
potential business combinations. In consideration for these services and
capital contribution(s), the Company issued PRIDE 456,025 shares of its
common stock representing 60.8% of its common stock outstanding as of May
31, 2000.

Pursuant to the amended Articles of Incorporation, the Company is authorized
to issue 50,000,000 shares of Common Stock at $0.001 par value and
10,000,000 shares of Preferred Stock at $0.001 par value.  Each holder of
the Common Stock shall be entitled to one vote for each share of Common
Stock held.  The Preferred Stock may be divided into Series or Classes by
the management of the Company upon the approval of a majority vote of the
Directors of the Company.  As of May 31, 2001, there are 750,000
shares of Common Stock and no shares of Preferred Stock outstanding.

Since 1983, the Company has not engaged in any operations and has been
dormant.  As such, the Company may presently be defined as a "shell"
company, which sole purpose at this time is to locate and consummate a
merger or acquisition with a private entity.

The Company has opted to resume the filing of reporting documentation in an
effort to maximize shareholder value. The best use and primary attraction of
the Company as a merger partner or acquisition vehicle will be its status as
a reporting public company.  Any business combination or transaction may
potentially result in a significant issuance of shares and substantial
dilution to present stockholders of the Company.

The proposed business activities described herein classify the Company as a
"blank check" company.  Many states have enacted statutes, rules and
regulations limiting the sale of securities of "blank check" companies in
their respective jurisdictions.  Management does not intend to undertake
any offering of the Company's securities, either debt or equity, until such
time as the Company has successfully implemented its business plan described
herein.

GENERAL BUSINESS PLAN

At this time, the Company's purpose is to seek, investigate and, if such
investigation warrants, acquire an interest in business opportunities
presented to it by persons or firms who or which desire to seek the
perceived advantages of an Exchange Act registered corporation.  The Company
will not restrict its search to any specific business, industry, or
geographical location and the Company may participate in a business
venture of virtually any kind or nature.  This discussion of the proposed
business is purposefully general and is not meant to be restrictive of the
Company's virtually unlimited discretion to search for and enter
into potential business opportunities.  Management anticipates that it may be

                                 3
<PAGE>
able to participate in only one potential business venture because the
Company has nominal assets and limited financial resources. See Item 7.
"FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA."  This lack of diversification
should be considered a substantial risk to shareholders of the Company
because it will not permit the Company to offset potential losses from one
venture against gains from another.

The Company may seek a business opportunity with entities which have recently
commenced operations, or which wish to utilize the public marketplace in
order to raise additional capital in order to expand into new products or
markets, to develop a new product or service, or for other corporate
purposes.  The Company may acquire assets and establish wholly-owned
subsidiaries in various businesses or acquire existing businesses as
subsidiaries.

The Company intends to advertise and promote the Company privately.  The
Company has not yet prepared any notices or advertisement.

The Company anticipates that the selection of a business opportunity in which
to participate will be complex and extremely risky.  Due to general economic
conditions, rapid technological advances being made in some industries and
shortages of available capital, management believes that there are numerous
firms seeking the perceived benefits of a publicly registered corporation.
Such perceived benefits may include facilitating or improving the terms on
which additional equity financing may be sought, providing liquidity for
incentive stock options or similar benefits to key employees, providing
liquidity (subject to restrictions of applicable statutes), for all
shareholders and other factors.  Potentially, available 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 of such business opportunities extremely difficult and complex.

The Company has, and will continue to have, little or no capital with which
to provide the owners of business opportunities with any significant cash
or other assets.  However, management believes the Company will be able to
offer owners of acquisition candidates the opportunity to acquire a
controlling ownership interest in a publicly registered company without
incurring the cost and time required to conduct an initial public offering.
The owners of the business opportunities will, however, incur
significant legal and accounting costs in connection with acquisition of a
business opportunity, including the costs of preparing Form 8-K's, 10-K's
or 10-KSB's, agreements and related reports and documents.  The Securities
Exchange Act of 1934 (the "34 Act"), specifically requires that any merger
or acquisition candidate comply with all applicable reporting requirements,
which include providing audited financial statements to be included within
the numerous filings relevant to complying with the 34 Act.  Nevertheless,
the officers and directors of the Company have not conducted market research
and are not aware of statistical data which would support the perceived
benefits of a merger or acquisition transaction for the owners of a business
opportunity.

The analysis of new business opportunities will be undertaken by, or under
the supervision of, the officers and directors of the Company.  Management
intends to concentrate on identifying preliminary prospective business
opportunities which may be brought to its attention through present
associations of the Company's officers and directors, or by the Company's
shareholder.  In analyzing prospective business opportunities, management
will consider such matters as the available technical, financial and
managerial resources; working capital and other financial requirements;
history of operations, if any; prospects for the future; nature of present
and expected competition; the quality and experience of management services
which may be available and the depth of that management; the potential for
further research, development, or exploration; specific risk factors not
now foreseeable but which then may be anticipated to impact the
proposed activities of the Company; the potential for growth or expansion;

                                  4
<PAGE>
the potential for profit; the perceived public recognition of acceptance of
products, services, or trades; name identification; and other relevant
factors.  Officers and directors of the Company do expect to meet
personally with management and key personnel of the business opportunity
as part of their investigation.  To the extent possible, the Company
intends to utilize written reports and investigation to evaluate the
above factors.  The Company will not acquire or merge with any company
for which audited financial statements cannot be obtained within a
reasonable period of time after closing of the proposed transaction.

The Officers of the Company have limited experience in managing companies
similar to the Company and shall rely upon their own efforts and, to a much
lesser extent, the efforts of the Company's shareholder, in accomplishing
the business purposes of the Company.  The Company may from time to time
utilize outside consultants or advisors to effectuate its business purposes
described herein. No policies have been adopted regarding use of such
consultants or advisors, the criteria to be used in selecting such
consultants or advisors, the services to be provided, the term of service,
or regarding the total amount of fees that may be paid.  However, because
of the limited resources of the Company, it is likely that any such fee
the Company agrees to pay would be paid in stock and not in cash.

The Company will not restrict its search for any specific kind of firms, but
may acquire a venture which is in its preliminary or development stage,
which is already in operation, or in essentially any stage of its corporate
life. It is impossible to predict at this time the status of any
business in which the Company may become engaged, in that such business
may need to seek additional capital, may desire to have its shares
publicly traded, or may seek other perceived advantages which the Company may
offer.  However, the Company does not intend to obtain funds in one or more
private placements to finance the operation of any acquired business
opportunity until such time as the Company has successfully consummated such
a merger or acquisition.

It is anticipated that the Company will incur nominal expenses in the
implementation of its business plan described herein. Because the Company
has no capital with which to pay these anticipated expenses, present
management of the Company will pay these charges with their personal
funds, as interest free loans to the Company.  However, the only opportunity
which management has to have these loans repaid will be from a prospective
merger or acquisition candidate.  Management has agreed among themselves that
the repayment of any loans made on behalf of the Company will not impede, or
be made conditional in any manner, to consummation of a proposed transaction.

ACQUISITION OF OPPORTUNITIES

In implementing a structure for a particular business acquisition, the
Company may become a party to a merger, consolidation, reorganization,
joint venture, or licensing agreement with another corporation or
entity. It may also acquire stock or assets of an existing business.  On the
consummation of a transaction, it is probable that the present management
and shareholders of the Company will no longer be in control of the Company.
In addition, the Company's directors may, as part of the terms of the
acquisition transaction, resign and be replaced by new directors without
a vote of the Company's shareholders or may sell their stock in the Company.
Any and all such sales will only be made in compliance with the
securities laws of the United States and any applicable state.

It is anticipated that any securities issued in any such reorganization would
be issued in reliance upon exemption from registration under applicable
federal and state securities laws. In some circumstances, however, as a
negotiated element of its transaction, the Company may agree to register
all or a part of such securities immediately after the transaction is
consummated or at specified times thereafter.  If such registration occurs,

                                 5
<PAGE>
of which there can be no assurance, it will be undertaken by the surviving
entity after the Company has successfully consummated a merger or
acquisition and the Company is no longer considered a "shell" company.
Until such time as this occurs, the Company does not intend to register any
additional securities.  The issuance of substantial additional securities and
their potential sale into any trading market which may develop in the
Company's securities may have a depressive effect on the value of the
Company's securities in the future, if such a market develops, of which
there is no assurance.

While the actual terms of a transaction to which the Company may be a party
cannot be predicted, it may be expected that the parties to the business
transaction will find it desirable to avoid the creation of a taxable event
and thereby structure the acquisition in a so-called "tax-free"
reorganization under Sections 368(a)(1) or 351 of the Internal Revenue Code
(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
80% or more of the voting stock of the surviving entity.  In such event,
the shareholders of the Company, would retain less than 20% of the issued
and outstanding shares of the surviving entity, which would result in
significant dilution in the equity of such shareholders.

As part of the Company's investigation, officers and directors of the Company
may personally meet with management and key personnel, may visit and inspect
material facilities, obtain analysis of verification of certain information
provided, check references of management and key personnel, and take other
reasonable investigative measures, to the extent of the Company's limited
financial resources and management expertise.  The manner in which the
Company participates in an opportunity will depend on the nature of the
opportunity, the respective needs and desires of the Company and other
parties, the management of the opportunity and the relative negotiation
strength of the Company and such other management.

With respect to any merger or acquisition, negotiations with target company
management is expected to focus on the percentage of the Company which the
target company shareholders would acquire in exchange for all of their
shareholdings in the target company.  Depending upon, among other things,
the target company's assets and liabilities, the Company's shareholders
will in all likelihood hold a substantially lesser percentage ownership
interest in the Company following any merger or acquisition.  The percentage
ownership may be subject to significant reduction in the event the Company
acquires a target company with substantial assets.  Any merger or acquisition
effected by the Company can be expected to have a significant dilutive
effect on the percentage of shares held by the Company's then shareholders.

The Company will participate in a business opportunity only after the
negotiation and execution of appropriate written agreements.  Although the
terms of such agreements cannot be predicted, generally such agreements will
require some specific representations and warranties by all of the parties
thereto, will specify certain events of default, will detail the terms of
closing and the conditions which must be satisfied by each of the parties
prior to and after such closing, will outline the manner of bearing costs,
including costs associated with the Company's attorneys and accountants,
will set forth remedies on default and will include miscellaneous other
terms.

As stated hereinabove, the Company will not acquire or merge with any entity
which cannot provide independent audited financial statements within a
reasonable period of time after closing of the proposed transaction.  The
Company is subject to all of the reporting requirements included in the 1934
Act.  Included in these requirements is the affirmative duty of the Company
to file independent audited financial statements as part of its Form 8-K to
be filed with the Securities and Exchange Commission upon consummation of a
merger or acquisition, as well as the Company's audited financial statements

                                  6
<PAGE>
included in its annual report on Form 10-K (or 10-KSB, as applicable).  If
such audited financial statements are not available at closing, or within
time parameters necessary to insure the Company's compliance with the
requirements of the 1934 Act, or if the audited financial statements provided
do not conform to the representations made by the candidate to be acquired
in the closing documents, the closing documents will provide that the
proposed transaction will be voidable, at the discretion of the present
management of the Company.  If such transaction is voided, the agreement
will also contain a provision providing for the acquisition entity to
reimburse the Company for all costs associated with the proposed transaction.

The Company does not intend to provide the Company's security holders with
any complete disclosure documents, including audited financial statements,
concerning an acquisition or merger candidate and its business prior to the
consummation of any acquisition or merger transaction.

COMPETITION

The Company will remain an insignificant participant among the firms which
engage in the acquisition of business opportunities. There are many
established venture capital and financial concerns which have
significantly greater financial and personnel resources and technical
expertise than the Company.  In view of the Company's combined extremely
limited financial resources and limited management availability,
the Company will continue to be at a significant competitive disadvantage
compared to the Company's competitors.

ITEM 2. DESCRIPTION OF PROPERTY.

The Company currently maintains a mailing address at 444 Park Forest Way,
Wellington, FL 33414, which is the address of its President.  The Company
pays no rent for the use of this mailing address.  The Company does not
believe that it will need to maintain an office at any time in the
foreseeable future in order to carry out its plan of operations described
herein.

ITEM 3. LEGAL PROCEEDINGS.

At or about the time the Company discontinued its business, in 1983, it
experienced adverse litigation and judgments were rendered against the
Company.  In official records of Broward and Palm Beach Counties
in the state of Florida, and other relevant jurisdictions, persons holding
judgments did not re-certify or re-file their judgments within the time
limits as required by the state of Florida.  In the opinion of counsel
there are no known outstanding judgments against the Company, nor any pending
litigation.

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

No matters were submitted during the fourth quarter of the calendar year
covered by this report to a vote of security holders.

                              PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

(a) Market Information.

There is not a market for the Company's securities.


                                   7
<PAGE>
(b) Holders.

As of May 31, 2001, there were approximately 1,200 holders of the Company's
Common Stock.

(c) Dividends.

The Company has never paid a cash dividend on its Common Stock and has no
present intention to declare or pay cash dividends on the Common Stock in
the foreseeable future.  The Company intends to retain any earnings which
it may realize in the foreseeable future to finance its operations.  Future
dividends, if any, will depend on earnings, financing requirements and other
factors.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND
FINANCIAL CONDITIONS.

The following discussion should be read in conjunction with the information
contained in the financial statements of the Company and the Notes thereto
appearing elsewhere herein.

Results of Operations

The Company incorporated in Delaware as Magnum Communications Corp. in 1969
changed its name to its present name in 1980.  Its principal business
included the development and marketing of timeshare condominiums which
continued until 1983.  During that year, the Company experienced financial
difficulties and encountered adverse litigation. The Company's charter expired
until May 7, 2000 when a certificate of renewal was issued.

In the year 2000, management, in an effort to salvage value for the sake of
their shareholders and therefore optimize their interests, decided to
structure the Company as a potential merger candidate or "blank check"
company.  It caused to be filed five years of the most recent annual audited
financial statements of the Company so as to resume reporting status.

The Company believes that while there is some doubt as to the Company's
continuance as a going concern, its success is dependent upon its ability
to meet its financing requirements and the success of its future
operations or completion of a successful business combination.  Management
believes that actions planned and presently being taken to revise the
Company's operating and financial requirements provide the opportunity to
the Company to continue as a going concern.

At or about the time the Company discontinued its business, in 1983, it
experienced adverse litigation and judgments were rendered against the
Company. In official records of Broward and Palm Beach Counties
in the state of Florida, and other relevant jurisdictions, persons holding
judgments did not recertify or refile their judgments within the time limits
as required by the state of Florida. In the opinion of counsel there
are no known outstanding judgments against the Company, nor any pending
litigation.

Since 1983, the Company has ceased all substantive operations.

Liquidity and Capital Resources.

From the Company's date of inception until May of 2001, the Company had issued
an aggregate of 750,000 shares of its common stock.  On May 10, 2000, the
Company issued 456,025 shares which amount is included in the aggregate

                                 8
<PAGE>
750,000 issued and outstanding for services rendered or to be rendered and
a capital contribution of $10,000.  In consideration of the issuance of the
above-mentioned common stock, the receiving company has agreed to pay all
costs of current accounting and filings with the Securities and Exchange
Commission to reactivate the Company as a reporting company.  As further
consideration, the receiving company has agreed to provide future consultation
to assist the Company in either starting a new business or locating a
business combination.  It is the opinion of the management that the fair
value of stock issued for future services is $91,205.  The measurement date
for the issuance of stock was May 10, 2000.

As of May 31, 2001, the Company had net operating losses available for carry
forward of $116,319, expiring in years through 2021.  Future utilization of
this carry over may be limited due to changes in control of the Company.  As
of May 31, 2001, the Company has total deferred tax assets of approximately
$23,264 due to operating loss carry forwards. However, because of the
uncertainty of the potential realization of these tax assets, the Company
has provided a valuation allowance for the entire $23,264.  Thus, no tax
assets have been recorded in the financial statement as of May 31, 2001.

The Company has no operating history as a blank check company and no material
assets.  The Company has $253 in cash and cash equivalents as of May 31, 2001.

Year 2000 Issue

Year 2000 issues are not currently material to the Company's business,
operations or financial condition, and the Company does not currently
anticipate that it will incur any material expenses to remediate Year
2000 issues it may encounter.  However, Year 2000 issues may become material
to the Company following its completion of a business combination
transaction.  In that event, the Company will be required to adopt a plan
and a budget for addressing such issues.

                                 9
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
_____________________________________________________________________________

<PAGE>
                    INDEX TO FINANCIAL STATEMENTS

                  VACATION OWNERSHIP MARKETING, INC.
                  ----------------------------------
                    (A Development Stage Company)


                         FINANCIAL STATEMENTS

                                 with

          REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


     Report of Independent Certified Public Accountants            F-2

     Financial Statements:

          Balance Sheets                                           F-3

          Statements of Operations                                 F-4

          Statement of Changes in  Stockholders'
           (Deficit)                                               F-5

          Statements of Cash Flows                                 F-6

          Notes to Financial Statements                            F-7


















                                  F-1
<PAGE>
          REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



The Board of Directors
Vacation Ownership Marketing, Inc.
(A Development Stage Company)
Denver, CO

We have audited the accompanying balance sheets of Vacation
Ownership Marketing, Inc. (A Development Stage Company) as of May
31, 2001 and 2000, and the related statements of operations,
stockholders' equity and cash flows for the two years ended May 31,
2001, and for the period from May 7, 2000 (date for renewal of
corporate charter) through May 31 2001.  These financial statements
are the responsibility of the company's management.  Our
responsibility is to express an opinion on these financial statements
based on our audit.

We conducted our audit in accordance with generally accepted
auditing standards in the United States of America.  Those standards
require that we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the financial statements, referred to above, present
fairly, in all material respects, the financial position of Vacation
Ownership Marketing, Inc. (A Development Stage Company) as of May
31, 2001 and 2000, and the results of its operations, changes in its
stockholders' equity and its cash flows for the two years ended May
31, 2001,and for the period from May 7, 2000 (date of renewal of corporate
charter) through May 31, 2001, in conformity with generally accepted
accounting principles in the United States of America.

The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern.  As described in
Note 2, the Company has suffered prior operating losses since
inception that raise substantial doubts about its ability to
continue as a going concern.  The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.



                              Miller and McCollom
                              Certified Public Accountants
                              7400 W. 14th Avenue
                              Lakewood, CO 80215

August 24, 2001

                                  F-2
<PAGE>
                  VACATION OWNERSHIP MARKETING, INC.
                  ----------------------------------
                    (A Development Stage Company)

                            BALANCE SHEETS
<TABLE>
<CAPTION>
                                ASSETS
                                         May 31,        May 31,
                                          2001           2000
                                      -----------    -----------
<S>                                  <C>            <C>
Current Assets
  Cash and cash equivalents           $       253    $    10,000
  Prepaid expenses                              -         91,205
                                      -----------    -----------
Total Current Assets                          253        101,205

TOTAL ASSETS                          $       253    $   101,205
                                      ===========    ===========

               LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Current Liabilities
 Accounts payable                     $     5,929    $       784
                                      -----------    -----------
Total Current Liabilities                   5,929            784

TOTAL LIABILITIES                     $     5,929    $       784
                                      -----------    -----------
Commitments and contingencies                   -              -
 (Notes 2 and 3)

Stockholders' (Deficit):
  Preferred stock, $.001 par value
   10,000,000 shares authorized,
   none issued                                  -              -
  Common stock, $.001 par value
   50,000,000 shares authorized,
   750,000 issued and outstanding
   at May 31, 2000 and May 31, 2001         7,500          7,500
  Additional paid-in capital            2,169,426      2,159,988
  Accumulated (deficit)                (2,182,602)    (2,067,067)
                                       -----------    -----------
TOTAL STOCKHOLDERS' (DEFICIT)              (5,676)       100,421
                                       -----------    -----------
TOTAL LIABILITIES AND STOCKHOLDERS'
 (DEFICIT)                            $       253    $   101,205
                                      ===========    ===========


</TABLE>
The accompanying notes are an integral part of the financial
statements.

                                F-3
<PAGE>
                  VACATION OWNERSHIP MARKETING, INC.
                  ----------------------------------
                    (A Development Stage Company)

                       STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

                                                                For the
                                                               period from
                                                               May 7, 2000
                                                                 (date of
                                                                renewal of
                                                                 corporate
                                                                 charter)
                                     Year Ended    Year End      through
                                       May 31,      May 31,       May 31,
                                        2001         2000          2001
                                    ------------ ------------ --------------

<S>                                 <C>          <C>          <C>
Revenue                              $         -  $         -  $         -
                                     -----------  -----------  -----------
Expenses
 Accounting and audit fees                 8,899            -        8,899
 Stock issued for services               100,643            -      100,643
 Other                                     5,993          784        6,777
                                     -----------  -----------  -----------
                                         115,535          784      116,319
                                     -----------  -----------  -----------
Net (Loss)                           $  (115,535) $      (784) $  (116,319)
                                     ------------ ------------ ------------
Per Share                            $      (.15) $      (.02) $      (.30)
                                     ============ ============ ============
Weighted Average Shares
 Outstanding                             750,000       33,198      391,599
                                     ===========  ===========  ===========




</TABLE>
The accompanying notes are an integral part of the financial statements.

                                   F-4
<PAGE>
                    VACATION OWNERSHIP MARKETING, INC.
                    ----------------------------------
                       (A Development Stage Company)

              STATEMENT OF CHANGES IN STOCKHOLDERS' (DEFICIT)

           For the Period from May 7, 2000 through May 31, 2001

<TABLE>
<CAPTION>

                                        Additional
                   Common    Stock      Paid-in    Accumulated
                 No./Shares  Amount     Capital     (Deficit)       Total

<S>               <C>      <C>       <C>          <C>             <C>
Balance at May     293,975  $ 2,940   $ 2,149,988  $ (2,066,283)           -
 7, 2000

Issuance of stock  456,025    4,560             -             -       91,205

Capital
 contributed             -        -        10,000             -       10,000

Net (loss) for
 theperiod ended
 May 31, 2000            -        -             -          (784)        (784)
                   -------   ------    ----------    -----------     --------
Balance at May
 31, 2000          750,000    7,500     2,159,988    (2,067,067)     100,421


Issuance of stock        -        -         9,438             -        9,438

Net (loss) for the
 year ended May
 31, 2001                -        -             -      (115,535)    (115,535)
                   -------   ------     ---------     ----------    ---------
Balance at May
 31, 2001          750,000  $ 7,500   $ 2,169,426   $(2,182,602)     $(5,676)
                   =======  =======   ===========   ============     ========


</TABLE>


The accompanying notes are an integral part of the financial statements.

                                  F-5
<PAGE>
                  VACATION OWNERSHIP MARKETING, INC.
                  ----------------------------------
                    (A Development Stage Company)

                       STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                 For the
                                                                period from
                                                                May 7, 2000
                                                                 (date of
                                                                renewal of
                                                                corporate
                                                                 charter)
                                       Year Ended  Year Ended    through
                                          May 31,    May 31,     May 31,
                                           2001       2000        2001
                                      ------------ -----------  ----------
<S>                                  <C>           <C>           <C>
Cash Flows from Operating Activities:
 Net (Loss)                           $  (115,535)  $      (784)  $  (116,319)
Adjustment to reconcile net
  (loss) to net cash provided
  by operating activities:
   Stock issued for services              100,643              -      100,643
   Increase in accounts payable             5,145            784        5,929
                                       -----------  -------------  ----------
Net Cash (Used in) Operating
 Activities                                (9,747)             -       (9,747)
                                       -----------  -------------  -----------
Cash Flows Provided by Investing
 Activities                                     -              -            -
                                       -----------  -------------  ------------
Cash Flows Provided by Financing
 Activities:
 Capital contributed                            -         10,000       10,000
                                       -----------  ------------   ----------
Net Cash Provided by Financing
 Activities                                     -         10,000       10,000
                                       -----------  -------------  ----------

Increase (decrease) in Cash                (9,747)        10,000          253

Cash, Beginning of Period                  10,000              -            -
                                       -----------  ------------   ----------
Cash, End of Period                    $      253   $     10,000          253
                                       ==========   ============   ==========
Supplemental disclosure of cash
  flow information:

Interest Paid                          $        -    $         -    $       -
                                       ==========    ===========    =========
Income Taxes Paid                      $        -    $         -    $       -
                                       ==========    ===========    =========
</TABLE>
Supplemental disclosure of non-cash-investing and investing activities:

During the period ending May 31, 2000, the Company issued 456,025 shares of
common stock for services to be rendered in the future, valued at $91,205.
(See Note 4)

The accompanying notes are an integral part of the financial statements.

                                F-6
<PAGE>
                  VACATION OWNERSHIP MARKETING, INC.
                  ----------------------------------
                    (A Development Stage Company)

                    NOTES TO FINANCIAL STATEMENTS
                        May 31, 2001 and 2000

(1)  Summary of Accounting Policies
     ------------------------------
     Vacation Ownership Marketing, Inc. (A Development Stage
     Company) ("Company") was incorporated in Delaware as Magness
     Communications Corp. in 1969 and changed its name to its
     present name in 1980.  Coinciding with the name change, the
     Company changed its business to the development and marketing
     of time-shared condominiums which it continued until 1983.
     During that year, the Company experienced financial
     difficulties and encountered adverse litigation.  The Company's
     charter expired until May 7, 2000, when a certificate of
     renewal was issued.

     (a)  Description of Business
          -----------------------
          It is management's plan to start a new business or seek
          a business combination.  The Company has selected May 31
          as its year end.

     (b)  Per Share Information
          ---------------------
          Per share information is based upon the weighted average
          number of shares outstanding during the period.

     (c)  Use of Estimates in the Preparation of Financial
          Statements
          -------------------------------------------------
          The preparation of financial statements in conformity with
          generally accepted accounting principles in the United
          States of America requires management to make estimates
          and assumptions that affect the reported amounts of assets
          and liabilities and disclosure of contingent assets and
          liabilities at the date of the financial statements and
          the reported amounts of revenue and expenses during the
          reporting period.  Actual results could differ from those
          estimates.

     (d)  Risks and Uncertainties
          -----------------------
          The Company is subject to substantial business risks and
          uncertainties inherent in seeking a new business or
          business combination candidate.  There is no assurance
          that the Company will be able to generate sufficient
          revenues or obtain sufficient funds necessary for starting
          a new business nor finding a satisfactory business
          combination.

                                 F-7
<PAGE>
                  VACATION OWNERSHIP MARKETING, INC.
                  ----------------------------------
                    (A Development Stage Company)

                    NOTES TO FINANCIAL STATEMENTS
                        May 31, 2001 and 2000

(1)  Summary of Accounting Policies, Continued
     -----------------------------------------
     (e)  Prepaid Expenses
          ----------------
          The Company adopted Statement of Position No. 98-5 ("SOP
          98-5"), "Reporting the Costs of Start-Up Activities."  SOP
          98-5 requires that all non-governmental entities expense
          the cost of start-up activities, including organizational
          costs as those costs are incurred.  The prepaid expenses
          will be amortized as the related costs are incurred.

     (f)  Fair Value of Financial Instruments
          -----------------------------------
          Financial Accounting Standards Board ("FASB") issued
          Statement of Financial Accounting Standards No. 107 ("SFAS
          107"), "Disclosures About Fair Value of Financial
          Instruments."  SFAS 107 requires disclosure of fair value
          information about financial instruments when it is
          practicable to estimate that value.  The carrying amount
          of the Company's cash and cash equivalents approximates
          their estimated fair values due to their short-term
          maturities.

     (g)  Cash and Cash Equivalents
          -------------------------
          For purposes of the statements of cash flows, cash and
          cash equivalents consist of demand deposits in banks and
          cash on hand with an initial maturity of 90 days or less.

     (h)  Stock-Based Compensation
          ------------------------
          The FASB issued Statement of Financial Accounting
          Standards No. 123 ("SFAS 123"), "Accounting for Stock-
          Based Compensation," which defines a fair value based
          method of accounting for stock-based compensation.  The
          common stock was issued based upon the estimated value of
          services to be rendered. (See Note 4)

     (i)  Comprehensive Income
          --------------------
          The Company has adopted Statement of Financial Accounting
          Standards No. 130 ("SFAS 130"), "Reporting Comprehensive
          Income." SFAS 130 establishes standards for reporting and
          display of comprehensive income and its components in a
          full set of general-purpose financial statements.  The
          Company does not have any components of comprehensive
          income other than net income (loss).

                                 F-8
<PAGE>
                  VACATION OWNERSHIP MARKETING, INC.
                  ----------------------------------
                    (A Development Stage Company)

                    NOTES TO FINANCIAL STATEMENTS
                        May 31, 2001 and 2000

(1)  Summary of Accounting Policies, Continued
     -----------------------------------------
     (j)  Segments of Business
          --------------------
          The Company has adopted Statement of Financial Accounting
          Standards No. 131 ("SFAS 131"), "Disclosures about
          Segments of an Enterprise and Related Information".  SFAS
          131 changes the way public companies report information
          about segments of their business in their annual financial
          statements and requires them to report selected segment
          information in their quarterly reports issued to
          shareholders.  It also requires entity-wide disclosures
          about the products and services an entity provides, the
          material countries in which it holds assets and reports
          revenues and its major customers.  As of May 31, 2001, the
          Company had not established any business segments.

     (k)  Recent Accounting Pronouncements
          --------------------------------
          In June of 1998, the FASB issued Statement of Accounting
          Standards No. 133 ("SFAS 133"), "Accounting for Derivative
          Instruments and Hedging Activities."  SFAS 133 establishes
          accounting and reporting standards for derivative
          instruments, including certain derivative instruments
          embedded in other contracts, and for hedging activities.
          It requires that an entity recognize all derivatives as
          either assets or liabilities on the balance sheet at their
          fair value.  This statement, as amended by SFAS 137, is
          effective for financial statements for all fiscal quarters
          to all fiscal years beginning after June 15, 2000.  The
          Company does not expect the adoption of this standard to
          have a material impact on its results of operation,
          financial position or cash flows as it currently does not
          engage in any derivative or hedging activities.

(2)  Basis of Presentation - Going Concern
     -------------------------------------
     The accompanying financial statements have been prepared in
     conformity with generally accepted accounting principles, which
     contemplates continuation of the Company as a going concern.
     However, the Company has sustained prior operating losses since
     inception.  This fact raises substantial doubt about the
     Company's ability to continue as a going concern.  Management
     is attempting to obtain capital for a new business or locate a
     business combination candidate.


                                 F-9
<PAGE>
                  VACATION OWNERSHIP MARKETING, INC.
                  ----------------------------------
                    (A Development Stage Company)

                    NOTES TO FINANCIAL STATEMENTS
                        May 31, 2001 and 2000

(2)  Basis of Presentation - Going Concern, Continued
     ------------------------------------------------
     In view of these matters, continuing as a going concern is
     dependent upon the Company's ability to meet its financing
     requirements, raise additional capital, and the success of its
     future operations or completion of a successful business
     combination.  Management believes that actions planned and
     presently being taken to revise the Company's operating and
     financial requirements provide the opportunity for the Company
     to continue as a going concern.

(3)  Contingencies
     -------------
     At about the time the Company discontinued its business in
     1983, it experienced adverse litigation, and judgments were
     rendered against the Company.  In official records of Broward
     and Palm Beach counties in the State of Florida, persons
     holding judgments did not recertify or refile their judgments
     within the time limits as required by Florida statutes.  In the
     opinion of counsel, there are no known outstanding judgments
     against the Company.

(4)  Common Stock
     ------------
     From the Company's date of inception until May of 2000, the
     Company had issued an aggregate of 293,975 shares of its common
     stock.  On May 10, 2000, the Company issued 456,025 shares for
     services.  In consideration of the issuance of the above-
     mentioned common stock, the receiving company paid all costs of
     current accounting and filings with the Securities and Exchange
     Commission to reactivate the Company as a reporting company.
     As further consideration, the receiving company agreed to
     provide future consultation to assist the Company in either
     starting a new business or locating a business combination.  It
     is the opinion of management that the fair value of stock
     issued for future services is $91,205.  The measurement date
     for the issuance of stock was May 10, 2000. The receiving
     company contributed $10,000 to the Company as additional paid
     in capital and used to pay some of the above mentioned costs.

(5)  Income Taxes
     ------------
     As of May 31, 2001, the Company had net operating losses
     available for carry forward of $115,535, expiring in years
     through 2021.  Future utilization of these carry overs may be
     limited due to changes in control of the Company.  As of May
     31, 2001, the Company  has total deferred tax assets of
     approximately $23,107 due to operating loss carry forwards.

                              F-10
<PAGE>
                  VACATION OWNERSHIP MARKETING, INC.
                    (A Development Stage Company)

                    NOTES TO FINANCIAL STATEMENTS
                        May 31, 2001 and 2000

(5)  Income Taxes, Continued
     -----------------------
     However, because of the uncertainty of the potential
     realization of these tax assets, the Company has provided a
     valuation allowance for the entire $23,107.  Thus, no tax
     assets have been recorded in the financial statements as of May
     31, 2001.

(6)  Subsequent Event
     ----------------
     Effective August 23, 2001, the Company effected a one for
     twenty reverse stock split.  All shares amounts referred to
     herein, have been retroactively adjusted to reflect this
     reverse stock split.

     During August 2001, the Company and certain sellers of the
     Company's common stock (who are related parties), entered into
     an agreement whereby a buyer, after the purchase of the
     seller's stock, would own a controlling interest of the
     Company.

     In connection with the agreement, the cash on hand was used to
     pay indebtedness owed to Prime Rate Income & Dividend
     Enterprises, Inc. (PRIDE) a related party shareholder whose
     ownership of stock was described in Note 4.  All indebtedness
     of the Company in excess of the cash received was contributed
     as paid-in capital to the corporation.  Following this
     transaction, the Company did not have any tangible assets or
     indebtedness.


















                                  F-11
<PAGE>

                              PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

OFFICERS AND DIRECTORS

The following table sets forth certain information concerning each of the
Company's directors and
executive officers:

*NAME                       AGE            POSITION

Peter Porath                 70            Chairman of the Board, President,
                                           Chief Executive Officer

Mick Schumacher              51            Vice President

George Powell                74            Secretary and Treasurer

Peter J. Porath has been President and a director of the Company since its
formation on April 30, 1979. Shortly after the Company ceased operations,
Mr. Porath was a director for Plants For Tomorrow, an environmental
litigation concern through the years from 1989-1991.  Since 1990
Mr. Porath, semi-retired has operated a retail magic supply store in
Fort Lauderdale Florida, Merlin's Festival of Magic.  From
1978 to 1979, Mr. Porath was executive vice-president and director of
International Resort Properties, Inc., a timesharing company in Hillsboro
Beach, Florida where he was responsible for the development of a 20-unit
project.  Prior to 1978, Mr. Porath was Vice President of Investment
Corporation of Florida, a public company, and developer in Wellington and
Palm Beach, now a city of 30,000 people.  Mr. Porath holds a Bachelor of the
Arts Degree in English from Ripon College and a Juris Doctor from De Paul
University in Chicago.

Michael L. Schumacher has been Vice-President of Vacation Ownership Marketing,
Inc. since May of 2000.  Mr. Schumacher devotes most of his time and efforts
to a public company named Prime Rate Income and Dividend Enterprises, Inc.
(PRIDE) where he functions as President and CEO of that company.  Mr.
Schumacher is also the director and President of Schumacher & Associates,
Inc., a certified public accounting firm located in Englewood, Colorado
that provides audit services, principally to public companies on a national
basis throughout the U.S.A.  Mr. Schumacher is a Certified Public Accountant,
Certified Management Accountant and an Accredited Financial Planning
Specialist.  Mr. Schumacher has a Bachelor of the Sciences Degree in
Business Administration with a major in accounting from the University of
Nebraska at Kearney and a Masters in Business Administration from the
University of Colorado.

George A. Powell has been Secretary and Treasurer of the Company since May of
2000.  Mr. Powell is concurrently a director, vice- president and secretary
of PRIDE.  Mr. Powell was previously a director and president of Continental
Investors Life, Inc., a public reporting insurance company.  Since Mr.
Powell's retirement from the insurance business in 1988, he has been
self- employed as a business consultant.

SIGNIFICANT EMPLOYEES

                                 10
<PAGE>
The Company has no regular employees.  Peter Porath, Michael L. Schumacher and
George A. Powell each devote approximately 10% of their time to the Company's
business.

ITEM 10. EXECUTIVE COMPENSATION.

Presently, none of the Company's current officers or directors receive any
compensation for their respective services rendered unto the Company, nor
have they received such compensation in the past 17 years.  They all have
agreed to act without compensation until authorized by the Board of
Directors, which is not expected to occur until the Company has generated
revenues from operations after consummation of a merger or acquisition.
The Company currently has no funds available to pay officer or directors.
Further, none of the officer or directors are accruing any compensation
pursuant to any agreement with the Company.

It is possible that, after the Company successfully consummates a merger or
acquisition with an unaffiliated entity, that entity may desire to employ or
retain one or a number of members of the Company's management for the
purposes of providing services to the surviving entity, or otherwise
provide other compensation to such persons.  However, the Company has adopted
a policy whereby the offer of any post-transaction remuneration to members
of management will not be a consideration in the Company's decision to
undertake any proposed transaction.  Each member of management has agreed to
disclose to the Company's Board of Directors any discussions concerning
possible compensation to be paid to them by any entity that proposes to
undertake a transaction with the Company and further, to abstain
from voting on such transaction.  Therefore, as a practical matter, if each
member of the Company's Board of Directors is offered compensation in any
form from any prospective merger or acquisition candidate, the proposed
transaction will not be approved by the Company's Board of Directors as a
result of the inability of the Board to affirmatively approve such a
transaction.

It is possible that persons associated with management may refer a prospective
merger or acquisition candidate to the Company.  In the event the Company
consummates a transaction with any entity referred by associates of
management, it is possible that such an associate will be compensated for
their referral in the form of a finder's fee.  It is anticipated that this
fee will be either in the form of restricted common stock issued by the
Company as part of the terms of the proposed transaction, or will be in the
form of cash consideration.  However, if such compensation is in the form of
cash, such payment will be tendered by the acquisition or merger candidate,
because the Company has insufficient cash available.  The amount
of such finder's fee cannot be determined as of the date of this registration
statement, but is expected to be comparable to consideration normally paid
in like transactions.  No member of management of the Company will receive
any finders fee, either directly or indirectly, as a result of their
respective efforts to implement the Company's business plan outlined herein.

No retirement, pension, profit sharing, stock option or insurance programs or
other similar programs have been adopted by the Company for the benefit of
its employees.



ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.

                                  11
<PAGE>
PRINCIPAL STOCKHOLDERS

The following table sets forth certain information as of May 31, 2001
regarding the beneficial ownership of the Company's Common Stock by (i)
each stockholder known by the Company to be the beneficial owner of more
than 5% of the Company's Common Stock, (ii) by each Director and executive
officer of the Company and (iii) by all executive officer and Directors of
the Company as a group.  Each of the persons named in the table has sole
voting and investment power with respect to Common Stock beneficially owned.

NAME AND ADDRESS                        NUMBER OF             PERCENTAGE
                                       SHARES OWNED           OF SHARES
                                      OR CONTROLLED             OWNED

Peter Porath                             69,488                 9.27%

Mick Schumacher                          17,346                 2.31%

George Powell                             1,250                 0.17%

Prime Rate Income & Dividend, Inc.      408,833                54.51%

All Officers and Directors as a Group   496,917                66.26%


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

In May of 2000, The Board, consisting solely of Mr. Peter Porath appointed
two new members and officers, Mick Schumacher and George Powell, principals
of the firm, Prime Rate Income and Dividend, Inc.  Management likewise
secured the services of Prime Rate Income and Dividend, Inc. (PRIDE) a
consulting firm which is expected to assist the company in its efforts to
salvage value for the benefit of its shareholders.  The Company has opted
to become a "blank check" company and to further engage in any lawful
corporate undertaking, including, but not limited to, selected mergers
and acquisitions.  PRIDE contributed $10,000.00 as paid in capital to the
Company and has agreed to pay all costs of current accounting and filings
with the Securities and Exchange Commission so as to reactivate the Company
as a reporting company.  PRIDE has also agreed to advise the Company as to
potential business combinations.  In consideration for these services and
capital contribution(s), the Company issued PRIDE 456,025 shares of its
common stock representing 60.8% of its common stock outstanding as of May
31, 2000.

PART IV ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K.

(a) Financial Statements are contained in Item 7.

(b) Reports on Form 8-K

No reports on Form 8-K have been filed during the last quarter of the period
covered by this report.

(c) Exhibits.

                                 12
<PAGE>
* 3.1 Articles of Incorporation
* 3.2 Bylaws of the Company

* These documents are rendered as previously filed and incorporated by
reference to the Company's previous filings with the Securities and
Exchange Commission.

























                                  13
<PAGE>

                                                           SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant)                        VACATION OWNERSHIP MARKETING, INC.

(Date)                              August 24, 2001
BY(Signature)                       /s/Peter Porath
(Name and Title)                    Peter Porath
                                    President, Chief Executive Officer


(Date)                              August 24, 2001
BY(Signature)                       /s/Michael Schumacher
(Name and Title)                    Micheal Schumacher
                                    Vice President
































                                  14