SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------
                                   FORM 10-KSB

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF

                       THE SECURITIES EXCHANGE ACT OF 1934

                     FOR THE FISCAL YEAR ENDED MAY 31, 2003

                          Commission File Number 0-9879

                                   ----------

                       VACATION OWNERSHIP MARKETING, INC.

             (Exact Name of Registrant as Specified in its Charter)


        DELAWARE                                                13-2648442
(State or Other Jurisdiction                              (I.R.S. Employer
of Incorporation)                                         Identification Number)

                                  6915 RED ROAD
                                   SUITE #222
                           CORAL GABLES, FLORIDA 33143
                                 (305) 666-6565
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)
                                   -----------
           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
                                      None

           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
                          Common Stock $.001 par value

         Check whether the issuer (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes |X| No |_|

         Check if there is no disclosure of delinquent filers pursuant to Item
405 of Regulation S-B is contained herein, and will not 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. | |

         Issuer's revenues for its most recent fiscal year:  $0

         The aggregate market value of voting stock held by non-affiliates of
the registrant as of August 28, 2003 was $29,364.26 (based on the last reported
sale price of $.0007 per share on August 28, 2003).

         The number of shares of the registrant's common stock outstanding as of
August 28, 2003 was 61,110,595.

         Transitional Small Business Disclosure Format:  Yes |_| | No |X|
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<PAGE>
                       VACATION OWNERSHIP MARKETING, INC.
                         2003 FORM 10-KSB ANNUAL REPORT


                                TABLE OF CONTENTS

                                                                            Page
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PART I        .................................................................2

ITEM 1.  DESCRIPTION OF BUSINESS...............................................2

RISK FACTORS  .................................................................5

ITEM 2.  DESCRIPTION OF PROPERTY...............................................8

ITEM 3.  LEGAL PROCEEDINGS.....................................................8

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...................8

PART II       .................................................................8

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.8

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION............10

ITEM 7.  FINANCIAL STATEMENTS.................................................15

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
                FINANCIAL DISCLOSURE..........................................29

ITEM 8A.  CONTROLS AND PROCEDURES.............................................29

PART III      ................................................................29

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT...................29

ITEM 10.  EXECUTIVE COMPENSATION..............................................31

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
                RELATED STOCKHOLDER MATTERS...................................31

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS......................32

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K....................................33












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THIS REPORT CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND
UNCERTAINTIES. SUCH STATEMENTS ARE BASED ON CURRENT EXPECTATIONS, ASSUMPTIONS,
ESTIMATES AND PROJECTIONS ABOUT THE COMPANY AND ITS INDUSTRY. THESE
FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES. FORWARD-LOOKING
STATEMENTS ARE SUBJECT TO KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER
FACTORS THAT MAY CAUSE ACTUAL RESULTS, LEVELS OF ACTIVITY, PERFORMANCE,
ACHIEVEMENTS AND PROSPECTS TO BE MATERIALLY DIFFERENT FROM THOSE EXPRESSED OR
IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. THE COMPANY UNDERTAKES NO OBLIGATION
TO UPDATE PUBLICLY ANY FORWARD-LOOKING STATEMENTS FOR ANY REASON EVEN IF NEW
INFORMATION BECOMES AVAILABLE OR OTHER EVENTS OCCUR IN THE FUTURE.

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

         OVERVIEW

         From 1983 until August 29, 2001, the Company was not engaged in any
business. On August 29, 2001, as more fully described below, the Company
acquired Encore Builders, Inc. ("ENCORE BUILDERS"), a construction company,
through what was then a subsidiary of the Company. Beginning on August 29, 2001
the Company was engaged in the construction of Conquistador Plaza Apartments in
Miami, Florida, pursuant to a lump sum construction contract with Conquistador
Plaza. These operations ceased with the separation of Encore Builders from the
Company in the first quarter of 2002. The Company is now essentially a shell
corporation.

         Effective August 23, 2001, a 1:20 reverse stock split of the Company's
common stock ("VAOM COMMON Stock"), became effective. Pre-split, there were 15
million shares of VAOM Common Stock issued and outstanding; post-split, there
were 750,000 shares of VAOM Common Stock issued and outstanding. In addition,
effective August 23, 2001, the Company amended its Certificate of Incorporation
to increase the number of authorized shares of VAOM Common Stock from 15 million
to 50 million and increased the number of authorized shares of the Company's
preferred stock, par value $.001 from 1 million to 10 million.

         On August 27, 2001, VAOW Acquisition Corp., a Delaware corporation
("ACQUISITION CORP.") purchased 492,480 shares (post-split) of VAOM Common Stock
from Peter Porath, Peter Porath and Ann Porath, Prime Rate Income & Dividend,
Inc., and Michael Schumacher (the "SELLERS") for $350,000, pursuant to an
agreement dated August 27, 2001. At the time, the Sellers were significant
holders of the Company's capital stock and Peter Porath was one of the Company's
directors. Simultaneously, Acquisition Corp. entered into an escrow agreement
with the Sellers and Ann Porath, Esq., as the escrow agent, pursuant to which
$50,000 was escrowed for 60 days as security for the indemnifications given by
the Sellers under the agreement. In contemplation of the financing of the
foregoing acquisition, on August 27, 2001, Acquisition Corp. obtained a loan
from certain accredited investors evidenced by its 8% Series A $1,000,000 Senior
Subordinated Convertible Redeemable Debentures (the "ACQUISITION CORP.
DEBENTURES"), which were convertible into shares of Acquisition Corp.'s common
stock ("ACQUISITION CORP. COMMON STOCK"). The Acquisition Corp. Debentures were
offered pursuant to an exemption from Section 5 of the Securities Act of 1933,
as amended (the "SECURITIES ACT"). However, the requirements of the exemptions
relied on do not appear to have been satisfied. See "RISK FACTORS - Risks
Related to the Company's Financial Condition and Business Model." Thereafter, as
contemplated by the agreement and for services rendered, Acquisition Corp.
issued 15,000 shares each of VAOM Common Stock (which it then owned) to Messrs.
Porath and Michael Schumacher, and subsequently the Company issued 20,000 shares
of VAOM Common Stock to NevWest Securities Corporation.

         Prior to the reorganization of Acquisition Corp. described below,
Acquisition Corp.'s capital structure consisted of 10 million shares of
Acquisition Corp. Common Stock authorized, of which 1,000 shares were issued and
outstanding and were held by Christopher Astrom (600 shares) and Braulio
Gutierrez (400 shares). On August 28, 2001, Acquisition Corp. declared a stock
dividend of shares of VAOM Common Stock owned by it to Christopher Astrom
(277,492 shares) and Braulio Gutierrez (184,994 shares), who, at that time, were
the sole stockholders of Acquisition Corp. As a result of this stock dividend,
Christopher Astrom became the owner of 277,492 shares of the VAOM Common Stock,
and Braulio Gutierrez became the owner of 184,994 shares of the VAOM Common
Stock, on September 4, 2001, the date they received their stock certificates.

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         On August 29, 2001, Acquisition Corp. entered into a stock purchase
agreement with Encore Builders and with Christopher Astrom and Braulio
Gutierrez, who were then the sole stockholders of Encore Builders, to purchase
the common stock of Encore Builders ("ENCORE BUILDERS COMMON STOCK"). Encore was
at the time a general contractor in the business of building multi-family
residential apartment units. Acquisition Corp. purchased all of the issued and
outstanding Encore Builders Common Stock from its two stockholders for $1 and
900 shares of Encore Builders Common Stock from Encore Builders for $470,000. Of
the $470,000, approximately $4,550 was paid in cash and $465,450 was paid in the
form of an Acquisition Corp. Demand Note.

         On August 29, 2001, the Company purchased from Acquisition Corp. 9,000
newly issued shares of Acquisition Corp. Common Stock (in excess of the 1,000
already owned by Christopher Astrom and Braulio Gutierrez) for $1. Subsequently,
Acquisition Corp. was merged into the Company via a "short-form" merger pursuant
to Sections 251 and 253 of the Delaware General Corporation Law, which permit a
corporation of which at least 90% of the shares of each class are owned by a
parent company, to be merged into the parent company without stockholder
approval. Pursuant to the merger, and by operation of law, the Company assumed
all of the rights and obligations of Acquisition Corp. Thus, pursuant to the
merger (a) Encore Builders became the Company's wholly-owned subsidiary, (b) all
of the issued and outstanding shares of Acquisition Corp. Common Stock owned by
Messrs. Astrom and Gutierrez (i.e., 1,000 shares) were surrendered by them to,
and were canceled by the Company, (c) all of the issued and outstanding shares
of Acquisition Corp. Common Stock owned by the Company were canceled, and (d)
the Acquisition Corp. Debentures were surrendered, canceled, and new debentures
(the "VAOM DEBENTURES"), identical to the Acquisition Corp. Debentures, together
with accompanying conversion rights into authorized but unissued shares of VAOM
Common Stock, were issued by the Company to the holders of the Acquisition Corp.
Debentures. The Acquisition Corp. Debentures were issued, exchanged into VAOM
Debentures and converted pursuant to exemptions from Section 5 of the Securities
Act. However, the requirements of the exemptions relied on do not appear to have
been satisfied. See "RISK FACTORS - Risks Related to the Company's Financial
Condition and Business Model." On December 17, 2001, the Company, the holders of
the VAOM Debentures and Sroya Holdings Company, Inc. ("SROYA HOLDINGS") as
escrow agent entered into an escrow agreement whereby the Company agreed to
deposit 100 million shares of VAOM Common Stock with Sroya Holdings for
conversion of the VAOM Debentures. As of the date of this report, Sroya Holdings
does not hold any shares of VAOM Common Stock. The Company does not plan to
issue additional Common Stock to Sroya Holdings.

         On November 5, 2001, the Company designated 2.5 million shares of its
preferred stock as Series A Preferred Stock and issued them to Christopher
Astrom, an officer, director and principal stockholder of the Company. Each
share of Series A Preferred Stock is, by its terms, convertible into one hundred
(100) shares of VAOM Common Stock and has a vote equivalent to one share of VAOM
Common Stock. However, as explained more fully in "RISK FACTORS - Risks Related
to Legal Uncertainties," because the Company has issued shares of VAOM Common
Stock in excess of the amount authorized, Christopher Astrom may not currently
convert the Series A Preferred Stock held by him into VAOM Common Stock.

         Encore Builders, the Company's former wholly-owned subsidiary, was
engaged in the construction of the Conquistador Plaza Apartments in Miami,
Florida, pursuant to a lump sum construction contract with Conquistador Plaza,
Inc. dated January 30, 2001, for a fixed price of $3,111,289 (the "PROJECT").
The Project was funded by Conquistador Plaza through a mortgage in the principal
amount of approximately $4.6 million provided by First Housing Development
Corporation of Florida, Inc. Encore Builders was paid on a construction
draw-down basis as it completed its work. The construction contract between
Encore Builders and Conquistador Plaza provided that the construction of the
Project would be completed by October 29, 2001, and it further provided for
liquidated damages payable by Encore Builders to Conquistador Plaza in the
amount of $1,395.50 per day for each day after October 29, 2001, in the event
the Project was not completed in a timely fashion.

         The Project was not completed. Conquistador Plaza and its parent
company, National Residential Properties, Inc., an affiliate of the Company,
initially determined that it would be best served by waiving liquidated damages.
However, on March 20, 2002, Braulio Gutierrez, who was then President and a
director of the Company, and Braulio Gutierrez's sister, Patricia Gutierrez, who
was then Vice President, Treasurer and a director of the Company, resigned.
Subsequently the Company assigned to Braulio Gutierrez the Encore Builders
Common Stock held by the Company, Braulio Gutierrez assigned to the Company his
shares of VAOM Common Stock, and Conquistador Plaza declared Encore Builders in
default of its construction contract. On April 1, 2002, Encore Builders filed a
mechanic's lien against Conquistador Plaza in the amount of $504,000, and
Conquistador Plaza asserted its claim against Encore Builders for liquidated
damages. The Company is not and does not expect to

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<PAGE>
become a party to this litigation. The parties to the lawsuit are currently
negotiating a stipulation for settlement. Christopher Astrom, a principal
stockholder and director of the Company, replaced Braulio Gutierrez as President
of the Company.

         Without Encore Builders as its subsidiary, the Company has had no
operating business since on or about March 20, 2002 and the Company is
essentially a shell corporation. The Company intends to explore other business
opportunities. There can be no assurance that the Company will be able to find
any suitable business opportunity. Suitable business opportunities may include
those presented to the Company by persons or firms desiring to seek the
perceived advantages of a corporation registered under the Securities Exchange
Act of 1934, as amended (the "EXCHANGE ACT"). 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.

         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. Any such acquisition
candidate will, however, incur significant legal and accounting costs in
connection with an acquisition of the Company, including the costs of preparing
current reports on Form 8-K and periodic reports on Form 10-Q or 10-QSB and Form
10-K or 10-KSB, various agreements and other documents. The Exchange 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 Exchange Act. The officers and directors 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.

         GOING CONCERN

         The Company has incurred recurring operating losses and does not have
any revenue generating activities. These conditions raise substantial doubt
about the Company's ability to continue as a going concern. If at any time the
Company determines that it does not have sufficient cash in order to execute the
foregoing strategy, then the Company intends to endeavor to obtain additional
equity or other funding, if it is able do so. However, there can be no assurance
that the Company will be able to raise additional funding necessary to operate.
See "RISK FACTORS" and "Management's Discussion and Analysis of Financial
Condition and Plan of Operation - Liquidity and Capital Resources".

         THE MARKET

         The Company is no longer involved in the construction industry and,
therefore, the construction market is not applicable to the Company. 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. Any such acquisition candidate will, however, incur significant
legal and accounting costs in connection with an acquisition of the Company,
including the costs of preparing current reports on Form 8-K and periodic
reports on Form 10-Q or 10-QSB and Form 10-K or 10-KSB, various agreements and
other documents. The Exchange 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 Exchange Act. The officers and
directors 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 market for entering
into business opportunities presented to the Company by persons or firms
desiring to seek the perceived advantages of a corporation registered under the
Exchange Act may be difficult in light of increased government regulation of
public companies, including the recently enacted Sarbanes-Oxley Act of 2002. See
"RISK FACTORS - Risks Related to the Company's Financial Condition and Business
Model".

         THE COMPETITION

         The Company does not have competition at this time as the Company has
had no operating business since on or about March 20, 2002.

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         LEGAL UNCERTAINTIES

         The Company faces significant legal uncertainties, as more fully
described in "RISK FACTORS - Risks Related to Legal Uncertainties".

         EMPLOYEES

         Other than Christopher Astrom, who is the Chief Executive Officer and
Chief Financial Officer of the Company, and Richard Astrom, who is the Secretary
of the Company, the Company has no employees and does not anticipate hiring any
employees in the near future. Neither Christopher Astrom nor Richard Astrom
directly received compensation for employment during the fiscal year ended May
31, 2003.  However, the Company paid $8,689 to Richard and Christopher Astrom's
counsel who assisted Richard and Christopher Astrom with securities law matters
which also benefitted the Company.

                                  RISK FACTORS

         IN ADDITION TO OTHER INFORMATION IN THIS REPORT, YOU SHOULD CONSIDER
THE FOLLOWING RISK FACTORS CAREFULLY. THESE RISKS MAY IMPAIR THE COMPANY'S
OPERATING RESULTS AND BUSINESS PROSPECTS AS WELL AS THE MARKET PRICE OF THE
COMPANY'S COMMON STOCK.

RISKS RELATED TO THE COMPANY'S FINANCIAL CONDITION AND BUSINESS MODEL

         THE COMPANY'S LIQUIDITY IS LIMITED AND IT MAY NOT BE ABLE TO OBTAIN
SUFFICIENT FUNDS TO FUND ITS BUSINESS

         The Company's cash is currently very limited and may not be sufficient
to fund future operations. These factors may make the timing, amount, terms and
conditions of additional financing unattractive for the Company. If the Company
is unable to raise additional capital, any future operations could be impeded.
If the Company obtains additional funding, the issuance of additional capital
stock may be dilutive to the Company's stockholders. The Company will likely
have substantial difficulty raising additional capital unless and until it comes
into compliance with Delaware state law and Section 5 of the Securities Act.

         THE COMPANY HAS RECEIVED A GOING CONCERN OPINION FROM ITS AUDITORS

         The Company's consolidated financial statements have been prepared on
the assumption that the Company will continue as a going concern. The Company's
independent auditors have issued a report dated July 31, 2003, that includes an
explanatory paragraph stating the Company's lack of revenue generating
activities and substantial operating deficits, among other things, raise
substantial doubt about the Company's ability to continue as a going concern.

         THE COMPANY CURRENTLY HAS NO OPERATIONS

         The Company has had no operations since the resignation on March 20,
2002 of the Company's President, Braulio Gutierrez and the subsequent return of
the Company's Encore Builders Common Stock to Braulio Gutierrez.

         IT MAY BE DIFFICULT TO CONSUMMATE A MERGER OR ACQUISITION WITH A
PRIVATE ENTITY

         Upon the resolution of certain legal uncertainties described below, the
Company expects its purpose will include locating and consummating a merger or
acquisition with a private entity. The Company anticipates the selection of a
business opportunity in which to participate will be complex and extremely
risky. 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. Such an acquisition
candidate will, however, incur significant legal and accounting costs in
connection with an acquisition of the Company, including the costs of preparing
current and periodic reports, various agreements and other documents.

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RISKS RELATED TO LEGAL UNCERTAINTIES

THE COMPANY BELIEVES IT HAS VIOLATED DELAWARE STATE LAW

         The Company's Certificate of Incorporation, as amended, currently
authorizes the issuance of up to 50 million shares of VAOM Common Stock. It has
come to the Company's attention that, as a result of the conversion of the VAOM
Debentures into VAOM Common Stock coupled with the decrease in the trading price
of VAOM Common Stock, investors were entitled to more shares of VAOM Common
Stock than authorized. As a result, as of August 28, 2003, the Company has
61,110,595 shares of VAOM Common Stock issued, which exceeds the number of
shares authorized. Under the state law of Delaware, the issuance of VAOM Common
Stock in excess of the amount authorized may be voidable, but can be cured. It
may be possible to cure the overissuance by having the Company's board of
directors approve an amendment to the Company's Certificate of Incorporation so
long as the Company's stockholders agree. If this cannot be accomplished, the
Company may be liable to the holders of the VAOM Common Stock issued in excess
of the authorized amount in an amount equal to 11,110,595 shares (the number of
shares issued in excess of the amount authorized) multiplied by the price each
such share was issued for (which ranged from approximately $.084 to $.0001 per
share). The overissuance, together with the Company's inability to increase its
authorized number of shares has practically eliminated the Company's ability to
raise capital. The Company believes it will not be able to continue trading VAOM
Common Stock, increase its capital resources or engage in a business combination
transaction until the overissuance is cured and the Company increases the
authorized number of shares of VAOM Common Stock.

         Section 271 of the Delaware General Corporation Law provides that a
corporation may at a meeting of its board of directors sell all or substantially
all of its property and assets when and as authorized by a resolution adopted by
the holders of a majority of the outstanding stock of the corporation entitled
to vote on such a matter. On March 20, 2002, Braulio Gutierrez, who was then
President and a director of the Company, and Braulio Gutierrez's sister,
Patricia Gutierrez, who was then Vice President, Treasurer and a director of the
Company, resigned from the Company. Subsequently, the Company assigned to
Braulio Gutierrez the Encore Builders Common Stock held by the Company. This
assignment may be deemed a sale of substantially all of the Company's property
and assets and may have required the approval of the Company's stockholders. By
not attaining stockholder approval, the Company may have violated Delaware state
law. If so, the transaction could be challenged by the Company's stockholders
who could seek to undo the transaction and compel the Company to obtain the
assigned Encore Builders Common Stock. It is, however, unclear given its value
whether the Encore Builders Common Stock is worth any legal expense. If the
Company's stockholders did file a derivative suit on behalf of the Company, the
Company would also have to bear the costs of such a suit. Any such action could
have a substantial impact on the Company's liquidity, and as the Company
currently has no revenues, could substantially and negatively impact the
Company's capital resources. The Company intends to seek stockholder approval
to, among other things, ratify the assignment and provide a related information
statement on Schedule 14C to its stockholders shortly after the Company is
satisfied it has resolved any of the SEC's comments on such Schedule 14C.

         THE COMPANY MAY FACE LITIGATION FOR ISSUING SECURITIES IN VIOLATION OF
SECTION 5 OF THE SECURITIES ACT

         Section 5 of the Securities Act prohibits the sale of securities absent
an effective registration statement being filed with the SEC, unless an
exemption from registration applies. On August 27, 2001, the Company's former
parent, Acquisition Corp., offered the Acquisition Corp. Debentures. The
Acquisition Corp. Debentures were exchanged for the VAOM Debentures, and the
shares of VAOM Common Stock underlying the converted portion of the VAOM
Debentures were sold by the holders of the VAOM Debentures. This series of
transactions was performed in a manner thought to be exempt from the
registration requirements of Section 5 of the Securities Act. However, the
requirements of the exemptions relied on do not appear to have been satisfied.
Section 13 of the Securities Act provides that no action shall be maintained for
offering or selling securities in violation of Section 5 unless that action is
brought within one year of the date of the violation. Because the Company
believes actions by the holders of VAOM Common Stock received upon conversion of
the VAOM Debentures are barred by this statute of limitations, the Company has
reclassified certain amounts from temporary equity to permanent stockholder
equity. One year has passed from the initial placement of the VAOM Debentures
and from the conversion of the VAOM Debentures issued. The holders of the VAOM
Debentures converted $44,348 of the VAOM Debentures issued, $1,927 of interest
paid and $36,887 of professional fees paid (a total of approximately $83,162)
and received a total of 60,340,595 shares of VAOM Common Stock. All shares of
VAOM Common Stock issued upon conversion of the VAOM Debentures were sold by
holders of the VAOM Debentures following conversion. This

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occurred during the period beginning on October 4, 2001 and ending on December
19, 2001. The closing market prices during this time ranged from less than $.001
to $.510 per share. As of the date of this report, there have been no actions
filed against the Company based upon a violation of Section 5. Because the
statute of limitations has run, it is unlikely that a large portion of these
holders of VAOM Common Stock will file an action against the Company. However,
any such action maintained against the Company could have a substantial impact
on the Company's liquidity, and as the Company currently has no revenues, could
also have a substantial impact on the Company's capital resources. The
ramifications of this may entail a possible rescission offer to the stockholders
affected within the past year. Other possible ramifications include an
enforcement action by the SEC.

         As of the date of this report, the Company has not received $425,450 in
additional proceeds from the sale of debentures and has $400,202 in VAOM
Debentures outstanding. The Company has no plans to issue additional VAOM
Debentures for any amounts not yet received and has no plans to permit
outstanding VAOM Debentures to be converted.

         THE COMPANY MAY NOT BE ABLE TO RAISE ADDITIONAL CAPITAL

         On December 12, 2001, the Company filed an information statement on
Schedule 14C with the SEC to increase the number of shares of authorized VAOM
Common Stock, among other things. The Company plans to seek stockholder approval
to increase the number of shares of authorized VAOM Common Stock and provide a
related information statement on Schedule 14C to its stockholders shortly after
the Company is satisfied it has resolved any of the SEC's comments on such
Schedule 14C. Pending resolution of this matter, the Company will not be able to
realize any proceeds from the sale of the VAOM Debentures, other debt, or
equity. Even if the Company were able to increase its authorized capital, there
can be no assurance that the Company will be able to raise additional capital on
a debt or equity basis, or to obtain mortgage financing, to complete any of its
projects under development (should they be completed), or land purchased for
resale or development at a profit.

         THE COMPANY MAY BE IN DEFAULT OF THE VAOM DEBENTURES

         It appears that the Company is or will be in default under the terms of
the VAOM Debentures because, among other things, the Company has no plans to
register additional VAOM Common Stock to be issued upon conversion of the VAOM
Debentures that are currently outstanding and has no plans to complete the
issuance of the VAOM Debentures. Given the foregoing, the Company could face
litigation by the holders of the VAOM Debentures seeking to enforce the
Company's obligations thereunder. As the Company currently has almost no assets,
the Company would have to incur further indebtedness to pay any legal costs
resulting from litigation. This would likely have a substantial negative impact
on the Company's capital resources and would also negatively affect the
Company's liquidity.

OTHER RISKS

         THE COMPANY'S STOCK PRICE HAS DECLINED SIGNIFICANTLY AND MAY NOT
REBOUND

         The trading price of VAOM Common Stock has declined significantly since
approximately October 2001. The market for VAOM Common Stock is essentially
non-existent and there can be no assurance of a change in the immediate future.

         PENNY STOCK REGULATIONS AND REQUIREMENTS FOR LOW PRICED STOCK

         The SEC adopted regulations which generally define a "penny stock" to
be any non-Nasdaq equity security that has a market price of less than $5.00 per
share, subject to certain exceptions. Based upon the price of VAOM Common Stock
as currently traded on the OTC Bulletin Board, VAOM Common Stock is subject to
Rule 15g-9 under the Exchange Act which imposes additional sales practice
requirements on broker-dealers which sell securities to persons other than
established customers and "accredited investors." For transactions covered by
this rule, a broker-dealer must make a special suitability determination for the
purchaser and have received a purchaser's written consent to the transaction
prior to sale. Consequently, this rule may have a negative effect on the ability
of stockholders to sell common shares of the Company in the secondary market.

                                       7
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         ADDITIONAL DEBT, CONVERTIBLE DEBT, OR EQUITY FINANCING MAY EFFECT
         ABILITY OF INVESTORS TO SELL VAOM COMMON STOCK

         VAOM Common Stock currently trades on the OTC Bulletin Board. Stocks
trading on the OTC Bulletin Board generally attract a smaller number of market
makers and a less active public market and may be subject to significant
volatility. If the Company raises additional capital from the sale of VAOM
Common Stock, the market price could drop and the ability of investors to sell
VAOM Common Stock could be diminished. Additionally, should the Company obtain
the approval of its stockholders to increase the authorized shares of VAOM
Common Stock, the holders of the VAOM Debentures will be able to convert the
VAOM Debentures into VAOM Common Stock, thus further increasing the number of
shares of VAOM Common Stock outstanding. The issuance of shares of VAOM Common
Stock upon conversions of the VAOM Debentures may not only result in a
substantial number of shares of VAOM Common Stock being available for resale in
the public markets, but the resale of those shares may result in a substantial
decrease in the per-share market price of VAOM Common Stock.

ITEM 2.  DESCRIPTION OF PROPERTY

         The Company's principal executive offices are located at 6915 Red Road,
Suite 222, Coral Gables, Florida 33143 under a lease that expires in March 2004.
The lease is in the name of National Residential Properties, Inc., an affiliated
company, and the Company pays no rent for the leased space. Previously, the
Company's principal offices were located at 2921 NW Sixth Avenue, Miami, Florida
33127. The Company does not own any properties nor does it lease any other
properties other than its principal executive offices. The Company pays no rent
for the use of this mailing address. The Company does not believe it will need
to maintain an office at any time in the foreseeable future in order to carry
out its plan of operations as described herein.

ITEM 3.  LEGAL PROCEEDINGS

         The Company is not a party to any pending legal proceedings nor is any
of the Company's property the subject of any pending legal proceedings. As
Encore Builders was a wholly-owned subsidiary of the Company during the time
that Encore Builders was engaged as the construction contractor for the Project,
there can be no assurance that the Company will not become involved in disputes
among the parties to that construction contract and the bonding company, nor
that it will not suffer material adverse financial consequences as a result of
those disputes. Reference is also made to certain legal risks in "RISK FACTORS -
Risks Related to Legal Uncertainties".

         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,
the persons holding judgments did not recertify or refile their judgments within
the time limits as required by Florida statutes. The Company is not able to
determine whether the above would have a material impact on its condensed
consolidated financial statements.

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

         Not applicable.

                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         MARKET PRICE OF VAOM COMMON STOCK

         VAOM Common Stock is quoted on The Over the Counter Bulletin Board
under the symbol VAOM.OB. While it appears there is no market for VAOM Common
Stock, the Company has set forth in the table below the high and low closing bid
prices per share of VAOM Common Stock as reported on The Over the Counter
Bulletin Board for each quarter within the last two fiscal years. The last
reported bid price on The Over the Counter Bulletin Board for VAOM Common Stock
was $.0007 on August 28, 2003.

                                       8
<PAGE>
                QUARTERLY PERIOD (1)            HIGH (2)      LOW
                First Quarter 2003.........       $.001      $.000
                Second Quarter 2003........       $.000      $.000
                Third Quarter 2003.........       $.000      $.000
                Fourth Quarter 2003........       $.002      $.000

                                 --------------------
                 (1)     Source:  IDD, Information Services, Tradeline
                 (2)     The quotations reflect inter-dealer prices, without
                         retail mark-up, mark-down or commission, and may not
                         represent actual transactions.

         HOLDERS

         As of August 28, 2003, there were approximately 883 holders of record
of VAOM Common Stock.

         DIVIDEND POLICY

         The Company has never declared or paid any cash dividends on its
capital stock. The Company currently intends to retain future earnings, if any,
to finance its business and does not expect to pay any cash dividends for the
foreseeable future.

         RECENT SALES OF UNREGISTERED SECURITIES

         Pursuant to a securities subscription agreement, on August 27, 2001,
Acquisition Corp. issued the Acquisition Corp. Debentures to Sea Lion Investors
LLC, Equity Planners LLC and Myrtle Holdings LLC (together, the "INVESTORS").
While the Company filed certain documents associated with this offering as
exhibits to its Exchange Act reports, in which the Investors have been
identified as Suffern Investors LLC, Shea Holdings LLC and PEYU Holdings LLC,
the Company has subsequently received documentation from the Investors' counsel
indicating that Sea Lion Investors LLC, Equity Planners LLC and Myrtle Holdings
LLC are the correct names of the Investors. Subsequently, Acquisition Corp.
merged with and into the Company. Pursuant to the merger, the Acquisition Corp.
Debentures were surrendered and canceled and the VAOM Debentures were issued by
the Company to the holders of the Acquisition Corp. Debentures. Pursuant to an
assignment and assumption agreement, the Company assumed all the conditions and
obligations of the subscription agreement and the Acquisition Corp. Debentures.

         The VAOM Debentures had a purchase price of $870,000. The official
title of the VAOM Debentures is "Vacation Ownership Marketing, Inc. 8% Series
SPA Senior Subordinated Convertible Redeemable Debentures due August 27, 2003."
The Investors were to receive an aggregate discount of $130,000, the difference
between the face value of the VAOM Debentures ($1 million) and the price paid
($870,000). Additionally, $36,887 in fees were paid to the Investors and $29,540
in fees owed to the Investors accrued (an aggregate of $66,427) in return for
the right to borrow funds, and $30,000 in consulting fees were paid to NevWest
Securities Corporation which provided consulting services. Other parties
involved in the issuance of the Acquisition Corp. Debentures and the VAOM
Debentures were Guy Stewart, attorney for the Company and Novack, Burnbaum and
Crystal, attorneys for the Investors. Guy Stewart received approximately $30,000
and Novack, Burnbaum and Crystal received approximately $30,000 for services
rendered.

         The Company received $444,550 from the proceeds of the sale of
debentures. The Company has not received $425,450 in additional proceeds from
the sale of debentures because the Company has exceeded its authorized shares
and the VAOM Debenture holders require the Company have sufficient VAOM Common
Stock available for issuance upon exercise of the VAOM Debentures issued to
them.

         The Company claimed the issuance of the Acquisition Corp. Debentures
was exempt from registration under Section 5 of the Securities Act pursuant to
Rule 504 of Regulation D promulgated under the Securities Act. The Company
relied on, among other things, its belief that (i) Acquisition Corp. was not
subject to the reporting requirements of Section 13 or Section 15(d) of the
Exchange Act, (ii) Acquisition Corp. was not an investment company, (iii)
Acquisition Corp. was not a development stage company with no specific business
plan other than to engage in a business combination with an unidentified
company, (iv) the dollar amount of the offering of the

                                       9
<PAGE>
Acquisition Corp. Common Stock would not exceed $1 million, (v) the Acquisition
Corp. Common Stock would be issued under a Colorado exemption that permitted
general solicitation and general advertising (so long as sales are made only to
"accredited investors" as that term is defined in Rule 501 promulgated under the
Securities Act) and (vi) the Investors represented themselves to be "accredited
investors". The requirements of this exemption do not appear to have been
satisfied as a result of the Company's subsequent merger with Acquisition Corp.
The Company claimed the issuance of the VAOM Debentures and the VAOM Common
Stock issued upon conversion of the VAOM Debentures was exempt from registration
under Section 5 of the Securities Act pursuant to Section 3(a)(9) of the
Securities Act. In reaching this conclusion, the Company relied on an opinion
rendered by its former counsel opining to this effect and citing various SEC
interpretations as its basis.

         Any amount over $5,000 of the principal face amount of each of the VAOM
Debentures is, at the option of the holders, convertible into freely tradeable
shares of VAOM Common Stock at a conversion price for each share of VAOM Common
Stock equal to 70% of the lowest closing bid price of the VAOM Common Stock on
the trading day a notice of conversion is received by the Company. If the
conversion would require stockholder approval of the issuance, the Company is
required to take the necessary steps to seek such approval. Pursuant to the VAOM
Debentures, the Company is obligated to pay the Investors 8% interest per year
in the form of VAOM Common Stock. Pursuant to the subscription agreement,
notwithstanding the conversion rights listed in the VAOM Debentures, the
Investors and their affiliates may not convert any portion of the VAOM
Debentures that, together with any shares of VAOM Common Stock already owned by
the Investors, would result in beneficial ownership by the Investors and their
affiliates of more than 4.999% of the then issued and outstanding VAOM Common
Stock. See "RISK FACTORS - Risks Related to Legal Uncertainties."

         REGISTRATION OF SECURITIES

         The Company appears to be a blank check company, as defined by Rule 419
of Regulation C, promulgated under the Securities Act. Generally, a blank check
company is a development stage company that has no specific business plan or
purpose, or is seeking to merge with or acquire an unidentified target, and is
issuing "penny stock". So long as the Company continues to be a blank check
company any registration statement filed by the Company will need to comply with
Rule 419. Rule 419 requires, among other things, that the proceeds of the
offering and the securities issued pursuant to the offering be placed in escrow
for the benefit of the investors of the securities. The offering must be made
pursuant to an initial registration statement that meets the disclosure
requirements of Rule 419, and the company must file and deliver to the investors
a post-effective amendment upon execution of any agreement for the acquisition
of one or more businesses or assets that will constitute the company's business.
The investors must confirm their investments within prescribed time limits
following the filing of the post-effective amendment, and the acquisition will
be consummated only if the company is in receipt of confirmations from a
sufficient number of investors to permit consummation (which must occur not more
than 18 months following the effective date of the initial registration
statement). However, any investor that does not confirm an investment is
entitled to return of escrowed funds.

         Additionally, it is the SEC's view that promoters and affiliates of a
blank check company may resell their securities only in a registered offering,
as Rule 144, promulgated under the Securities Act is not available. As such, the
Company believes that any resale of VAOM Common Stock by a promoter or affiliate
of the Company would have to be done in a registered offering that complies with
Rule 419.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH THE
COMPANY'S FINANCIAL STATEMENTS AND NOTES TO THOSE STATEMENTS AND OTHER FINANCIAL
INFORMATION APPEARING ELSEWHERE IN THIS REPORT.

         OVERVIEW

         From 1983 until August 29, 2001, the Company was not engaged in any
business. In August 2001, the Company underwent several changes:

         - Effective August 23, 2001, a 1:20 reverse stock split of VAOM Common
Stock became effective. Pre-split, there were 15 million shares of VAOM Common
Stock issued and outstanding; post-split, there were 750,000 shares of VAOM
Common Stock issued and outstanding.

                                       10
<PAGE>
         - Effective August 23, 2001, the Company amended its Certificate of
Incorporation to increase the number of shares of VAOM Common Stock authorized
from 15 million to 50 million and increase the number of shares of its preferred
stock authorized from 1 million to 10 million.

         - On August 27, 2001, Acquisition Corp. purchased 492,480 shares
(post-split) of VAOM Common Stock from Peter Porath, Peter Porath and Ann
Porath, Prime Rate Income & Dividend, Inc, and Michael Schumacher for $350,000,
pursuant to an agreement dated August 27, 2001. At the time, these sellers were
significant holders of the Company's capital stock and Peter Porath was one of
the Company's directors.

         - On August 27, 2001, Acquisition Corp. entered into an Escrow
Agreement with the sellers mentioned above and Ann Porath, Esq., as the escrow
agent, pursuant to which $50,000 was escrowed for 60 days as security for the
indemnifications given by the sellers under a stock purchase agreement.

         - In contemplation of the financing of the foregoing acquisition, on
August 27, 2001, Acquisition Corp. obtained a loan from certain accredited
investors evidenced by the Acquisition Corp. Debentures. The Acquisition Corp.
Debentures were offered pursuant to an exemption from Section 5 of the
Securities Act. The ability to rely on this exemption has since been called into
question.

         - The Acquisition Corp. Debentures were convertible into Acquisition
Corp. Common Stock from time to time. Thereafter, as contemplated by the stock
purchase agreement, and for services rendered, Acquisition Corp. issued 15,000
shares each of VAOM Common Stock (which it then owned) to Messrs. Porath and
Michael Schumacher, and subsequently the Company issued 20,000 shares of VAOM
Common Stock to NevWest Securities Corporation.

         - Prior to the reorganization of Acquisition Corp. described below,
Acquisition Corp.'s capital structure consisted of 10 million shares of
Acquisition Corp. Common Stock, of which 1,000 shares were issued, outstanding
and were held by Christopher Astrom (600 shares) and Braulio Gutierrez (400
shares).

         - On August 28, 2001, Acquisition Corp. declared a stock dividend of
shares of VAOM Common Stock owned by it to Christopher Astrom (277,492 shares)
and Braulio Gutierrez (184,994 shares), who, at that time, were the sole
stockholders of Acquisition Corp. As a result of this stock dividend,
Christopher Astrom became the owner of 277,492 shares of VAOM Common Stock, and
Braulio Gutierrez became the owner of 184,994 shares of VAOM Common Stock on
September 4, 2001, the date they received their stock certificates.

         - On August 29, 2001, Acquisition Corp. entered into an agreement with
Christopher Astrom and Braulio Gutierrez, who were then the sole stockholders of
Encore Builders, and with Encore Builders, to purchase Encore Builders Common
Stock. Encore was at the time a general contractor in the business of building
multi-family residential apartment units. Acquisition Corp. purchased all of the
issued and outstanding Encore Builders Common Stock from its two stockholders
for $1 and 900 shares of Encore Builders Common Stock from Encore Builders for
$470,000. Approximately $4550 was paid in cash and $465,450 was paid in the form
of an Acquisition Corp. Demand Note. Encore Builders was at the time a general
contractor in the business of building multi-family residential apartment units.

         - On August 29, 2001, the Company purchased from Acquisition Corp.
9,000 newly issued shares of Acquisition Corp. Common Stock (in excess of the
1,000 already owned by Christopher Astrom and Braulio Gutierrez) for $1.

         - Subsequently, Acquisition Corp. was merged into the Company via a
"short-form" merger pursuant to Sections 251 and 253 of the Delaware General
Corporation Law, which permit a corporation of which at least 90% of the stock
of each class are owned by a parent company, to be merged into the parent
company without stockholder approval. Pursuant to this merger, and by operation
of law, the Company assumed all of the rights and obligations of Acquisition
Corp. Thus, (a) Encore Builders became the Company's wholly-owned subsidiary,
(b) all of the issued and outstanding shares of Acquisition Corp. Common Stock
owned by Messrs. Astrom and Gutierrez (i.e., 1,000 shares) were surrendered
by them to, and were canceled by, the Company, (c) all of the issued and
outstanding shares of the Acquisition Corp. Common Stock owned by the Company
were canceled by the Company, and (d) the Acquisition Corp. Debentures were
surrendered to the Company, canceled, and the VAOM Debentures were issued by the
Company to the holders of the Acquisition Corp. Debentures.

                                       11
<PAGE>
         - Subsequently, the holders of the VAOM Debentures exercised their
rights to convert the VAOM Debentures into VAOM Common Stock. As a result of the
conversion, coupled with the decrease in the trading price of VAOM Common Stock,
investors were entitled to more shares of VAOM Common Stock than were
authorized.

         - The debentures were issued, exchanged and converted pursuant to
exemptions from Section 5 of the Securities Act. The ability to rely on these
exemptions has since been called into question.

         - The Company's ability to rely on exemptions from the registration
requirements of Section 5 relating to the issuance, exchange and conversion of
the debentures has been called into question. It appears the Company may have
violated Section 5. The ramifications of this may entail a possible rescission
offer to the stockholders affected within the past year. Section 13 of the
Securities Act provides that no action shall be maintained for offering or
selling securities in violation of Section 5 unless that action is brought
within one year of the date of the violation. The risk of possible rescission
has compelled the Company to record all possible claims within the past year as
temporary equity, rather than permanent equity. One year has passed from the
initial placement of the VAOM Debentures and from the conversion of the VAOM
Debentures issued. The holders of the VAOM Debentures converted $44,348 of the
VAOM Debentures issued, $1,927 of interest paid and $36,887 of professional fees
paid (a total of approximately $83,162) and received a total of 60,340,595
shares of VAOM Common Stock, with an average price of $.00137 per share. All
shares of VAOM Common Stock were sold by holders of the VAOM Debentures
following conversion. This occurred during the period beginning on October 4,
2001 and ending on December 19, 2001. The closing market prices during this time
ranged from less than $.001 to $.510 per share. As of the date of this report,
there have been no actions filed against the Company based upon a violation of
Section 5. Because the statute of limitations has almost run, it is unlikely
that a large portion of these holders of VAOM Common Stock will file an action
against the Company. However, any such action maintained against the Company
could have a substantial impact on the Company's liquidity as the Company
currently has no revenues. As such, the Company could not afford to offer
rescission.

         - On November 5, 2001, the Company designated 2.5 million shares of its
preferred stock as Series A Preferred Stock and issued them to Christopher
Astrom, an officer, director and principal stockholder of the Company. Each
share of the Series A Preferred Stock is convertible into one hundred (100)
shares of VAOM Common Stock and has a vote equivalent to one share of VAOM
Common Stock. However, because the Company has issued shares of VAOM Common
Stock in excess of the amount authorized, Christopher Astrom may not currently
convert the Series A Preferred Stock held by him into VAOM Common Stock.

         - On December 17, 2001, the Company, the holders of the VAOM Debentures
and Sroya Holdings Company, Inc. ("SROYA HOLDINGS") as escrow agent entered into
an escrow agreement whereby the Company agreed to deposit 100 million shares of
VAOM Common Stock with Sroya Holdings for conversion of the VAOM Debentures. The
escrow agreement provides that if the Company does not have a sufficient number
of shares of VAOM Common Stock to meet the requirement of 100 million shares, it
must deposit with Sroya Holdings the number of shares of VAOM Common Stock
authorized but unissued, and upon authorization of a sufficient additional
number of shares, deposit additional shares with Sroya Holdings. Further,
pursuant to the escrow agreement, notices of conversion of the VAOM Debentures
must be simultaneously sent to the Company and to Sroya Holdings as shares
issued upon conversion of the VAOM Debentures are released by Sroya Holdings.
The escrow agreement calls for the deposit of "freely tradeable" securities into
the escrow. At the time the Company entered into the escrow agreement, it
believed it could rely on an exemption to Section 5 of the Securities Act to
issue the VAOM Common Stock to be used upon conversion of the VAOM Debentures.
The Company currently believes that it will not be able to rely on an exemption
to Section 5 of the Securities Act and, as such, will not be able to deposit
"freely tradeable" securities into the escrow. Choosing not to deposit "freely
tradeable" securities into the escrow may constitute a breach under the terms of
the VAOM Debentures. For further discussion of this matter, see the discussion
under "Liquidity and Capital Resources". As of the date of this report, Sroya
Holdings does not hold any shares of VAOM Common Stock. The Company does not
plan to issue additional Common Stock to Sroya Holdings. The Company and the
holders of the VAOM Debentures agreed to indemnify Sroya Holdings, pursuant to
the terms of the escrow agreement, for acts relating to the escrow of VAOM
Common Stock.

         - The Company currently functions only as a shell corporation as it has
no revenues, significant assets or independent operations. The Company has had
no material operating activity during its fiscal year ended May 31, 2003.

                                       12
<PAGE>
         ENCORE BUILDERS

         Encore Builders, the Company's former wholly-owned subsidiary, was
engaged in the construction of the Conquistador Plaza Apartments in Miami,
Florida, pursuant to a lump sum construction contract with Conquistador Plaza,
dated January 30, 2001, for a fixed price of $3,111,289. This project was funded
by Conquistador Plaza through a mortgage in the principal amount of
approximately $4.6 million provided by First Housing Development Corporation of
Florida, Inc. Encore Builders was paid on a construction draw-down basis as it
completed its work. The construction contract between Encore Builders and
Conquistador Plaza provided that the construction would be completed by October
29, 2001, and further provided for liquidated damages payable by Encore Builders
to Conquistador Plaza in the amount of $1,395.50 per day for each day after
October 29, 2001, that the project was not completed.

         Because Encore Builders did not finish construction on time, the
Project was not completed. Conquistador Plaza and its parent company, National
Residential Properties, Inc., an affiliate of the Company, initially determined
that it would be best served by waiving liquidated damages. Subsequently,
Conquistador Plaza reevaluated this decision and declared Encore Builders, Inc.
in default of its construction contract.

         As the Company had purchased all the issued shares of Encore Builders
Common Stock but had not purchased the balance of the authorized capital stock
of Encore Builders and in light of the dispute regarding construction delays on
the construction project, the Company and Encore Builders decided to separate
the businesses. On March 20, 2002, Braulio Gutierrez, who was then President and
a director of the Company, and Braulio Gutierrez's sister, Patricia Gutierrez,
who was then Vice President, Treasurer and a director of the Company, resigned
from the Company. Christopher Astrom, a principal stockholder and a director of
the Company, replaced Braulio Gutierrez as President. Subsequently, the Company
assigned to Braulio Gutierrez the Company's Encore Builders Common Stock. It was
anticipated that Braulio Gutierrez would assign to the Company his shares of
VAOM Common Stock. The Company has fulfilled its obligations to Braulio
Gutierrez, but Mr. Gutierrez has yet to deliver stock certificates representing
his shares of VAOM Common Stock. The transfer agent has put a hold on this VAOM
Common Stock until this matter is resolved. As a result of the separation of
Encore Builders from the Company, other issues may arise. For example, it is
possible that approval from the Company's stockholders was required in order to
assign the Encore Builders Common Stock to Braulio Gutierrez. If so, the
transaction could be challenged by the Company's stockholders who could seek to
undo the transaction and compel the Company to obtain the assigned Encore
Builders Common Stock. It is, however, unclear given its value whether the
Encore Builders Common Stock is worth any legal expense. If the Company's
stockholders did file a derivative suit on behalf of the Company, the Company
would also have to bear the costs of such a suit. Any such action could have a
substantial impact on the Company's liquidity, and as the Company currently has
no revenues, could substantially and negatively impact the Company's capital
resources.

         On April 1, 2002, Encore Builders filed a mechanic's lien against
Conquistador Plaza, in the amount of $504,000, and Conquistador Plaza asserted a
claim against Encore Builders for liquidated damages. The Company is not and
does not expect to become a party to this litigation. The parties involved in
the lawsuit are currently negotiating a stipulation for settlement.

         OUTLOOK

         Without Encore Builders as its subsidiary, the Company has had no
operating business since on or about March 20, 2002. The Company intends to
explore other business opportunities. There can be no assurance that the Company
will be able to find any suitable business opportunity. Suitable business
opportunities may include those presented to the Company by persons or firms
desiring to seek the perceived advantages of a corporation registered under the
Exchange Act. 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.

         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. Any such acquisition
candidate will, however, incur significant legal and accounting costs in
connection with an acquisition of the Company, including the costs of preparing
current reports on Form 8-K and periodic reports on Form 10-Q or 10-QSB and Form
10-K and 10-KSB, various agreements and other documents. The Exchange Act

                                       13
<PAGE>
specifically requires that any merger or acquisition candidate comply with all
applicable reporting requirements, which include providing audited financial
statements within the numerous filings relevant to complying with the Exchange
Act. 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. Additionally, the Company believes it will not be able to engage in
a business combination transaction until the overissuance of VAOM Common Stock
is cured and the Company increases the authorized number of shares of VAOM
Common Stock.

         PLAN OF OPERATIONS

         The Company currently plans to satisfy its cash requirements for the
next 12 months by borrowing from National Residential Properties, Inc., an
affiliate of the Company and believes it can satisfy its cash requirements so
long as it is able to obtain financing from National Residential Properties,
Inc. The Company currently expects that money borrowed from National Residential
Properties, Inc. will be used during the next 12 months to satisfy the Company's
operating costs, professional fees and for general corporate purposes. The
Company currently has no plans to conduct any research and development, to
purchase or sell any significant equipment or to make any significant changes in
its number of employees.

         RECENT ACCOUNTING PRONOUNCEMENTS

         The Company continues to assess the effects of recently issued
accounting standards. The impact of all recently adopted and issued accounting
standards has been disclosed in the Notes to the audited Consolidated Financial
Statements.

         CRITICAL ACCOUNTING ESTIMATES

         The Company is a shell company and, as such, the Company does not
employ critical accounting estimates. Should the Company resume operations it
will employ critical accounting estimates and will make any disclosures that are
necessary and appropriate.






















                                       14
<PAGE>
ITEM 7.  FINANCIAL STATEMENTS

                        BAGELL, JOSEPHS & COMPANY, L.L.C.
                          Certified Public Accountants

                               High Ridge Commons
                                 Suites 400-403
                           200 Haddonfield Berlin Road
                           Gibbsboro, New Jersey 08026
                                         (856) 346-2828 Fax (856) 346-2882

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors
Vacation Ownership Marketing, Inc.
Coral Gables, Florida

We have audited the accompanying consolidated balance sheet of Vacation
Ownership Marketing, Inc. and Subsidiaries (the "COMPANY") as of May 31, 2003
and 2002 and the related consolidated statements of operations, changes in
stockholders' equity (deficit), changes in temporary equity and cash flows for
the years then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

We have conducted our audits in accordance with auditing standards generally
accepted 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
audits provide a reasonable basis for our opinion.

The accompanying consolidated financial statements for the year ended May 31,
2003 have been prepared assuming that the Company will continue as a going
concern. As discussed in Note 9 to the consolidated financial statements, the
Company has raised certain issues that lead to substantial doubt about its
ability to continue as a going concern. The Company has substantial operating
deficits. Management's plans in regard to these matters are also described in
Note 9. The consolidated financial statements do not include any adjustments
that might result from the outcome of these uncertainties.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Vacation Ownership
Marketing, Inc. as of May 31, 2003 and 2002 and the results of its operations,
changes in stockholders' equity (deficit), temporary equity and their cash flows
for the years then ended in conformity with accounting principles generally
accepted in the United States of America.

/s/BAGELL, JOSEPHS & COMPANY, L.L.C.
BAGELL, JOSEPHS & COMPANY, L.L.C.
Certified Public Accountants
Gibbsboro, New Jersey
July 31, 2003




          MEMBERS OF:    AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS
                         NEW JERSEY SOCIETY OF CERTIFIED PUBLIC ACCOUNTANTS
                         PENNSYLVANIA INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS
                         NEW YORK STATE SOCIETY OF CERTIFIED PUBLIC ACCOUNTANTS


                                       15
<PAGE>
<TABLE>
<CAPTION>
                       VACATION OWNERSHIP MARKETING, INC.
                                AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                              MAY 31, 2003 AND 2002

ASSETS


CURRENT ASSETS                                                                  2003              2002
<S>                                                                          <C>               <C>
         Cash and cash equivalents                                           $       645       $       224
                                                                             -----------       -----------

TOTAL ASSETS                                                                 $       645       $       224
                                                                             ===========       ===========


LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS' EQUITY (DEFICIT)


CURRENT LIABILITIES
         Accounts payable accrued expenses                                   $   104,561       $    97,790
         Debentures payable                                                      400,202           400,202
         Short-term notes payable and advances                                    65,985                -
                                                                             -----------       -----------

                  TOTAL LIABILITIES                                          $   570,748       $   497,992
                                                                             -----------       -----------

TEMPORARY EQUITY                                                                  22,640           122,956

STOCKHOLDERS' EQUITY (DEFICIT)
         Preferred stock, $.001 par value, 10,000,000 shares
         authorized, 2,500,000 issued and outstanding                              2,500             2,500
         Common stock, $.001 par value, 50,000,000 and 15,000,000
         authorized and 50,000,000 and 770,000 shares issued and
         outstanding at May 31, 2003 and 2002                                     50,000
         Additional paid-in capital                                              107,389            56,303
         Accumulated deficit                                                    (752,632)         (680,297)
                                                                             -----------       -----------

                  TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                          (592,743)         (620,724)
                                                                             -----------       -----------

TOTAL LIABILITIES, TEMPORARY EQUITY AND
         STOCKHOLDERS' EQUITY (DEFICIT)                                      $       645       $       224
                                                                             ===========       ===========

----------------------------------------------------------------------------------------------------------
</TABLE>
         The accompanying notes are an integral part of these consolidated
financial statements.




                                       16
<PAGE>
                       VACATION OWNERSHIP MARKETING, INC.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    FOR THE YEARS ENDED MAY 31, 2003 AND 2002


                                                         2003            2002
                                                      ----------     ----------
REVENUES                                             $         -    $         -

COST OF REVENUES                                               -              -
                                                      ----------     ----------
GROSS PROFIT                                                   -              -
                                                      ----------     ----------
OPERATING EXPENSES
   Organization expenses                                       -        320,000
   Professional fees and Compensation                     12,522        236,721
   Accounting and audit fees                              14,000         28,477
   Stock transfer fees                                     5,161            852
   Administrative and Other                                  530        102,806
                                                      ----------     ----------
         TOTAL OPERATING EXPENSES                         32,213        688,856

LOSS BEFORE OTHER EXPENSE                                (32,213)      (688,856)

OTHER (EXPENSE)
   Interest expense                                      (40,122)       (27,260)
   Amortization of discount on debenture conversions           -        (39,794)
                                                      ----------     ----------
         TOTAL OTHER EXPENSES                            (40,122)       (67,054)
                                                      ----------     ----------
NET LOSS FROM CONTINUING OPERATIONS                      (72,335)      (755,910)

DISCONTINUED OPERATIONS
   Gain on disposal of subsidiary including provision
   of$-0- for operating losses during phaseout period          -         75,613

NET LOSS BEFORE PROVISION FOR INCOME TAXES:              (72,335)      (680,297)
                                                      ----------     ----------
   Provision for income taxes                                  -              -
                                                      ----------     ----------
NET LOSS APPLICABLE TO COMMON SHARES                 $   (72,335)   $  (680,297)
                                                      ==========     ==========
NET GAIN (LOSS) PER BASIC AND DILUTED SHARES
   From continuing operations                        $    (0.004)   $    (0.981)
   From discontinued operations                                -          0.883
                                                      ----------     ----------
                                                     $    (0.004)   $    (0.098)
                                                      ==========     ==========
WEIGHTED AVERAGE SHARES OUTSTANDING                   29,847,500        770,000
                                                      ==========     ==========
-------------------------------------------------------------------------------

         The accompanying notes are an integral part of these consolidated
financial statements.



                                       17
<PAGE>
<TABLE>
<CAPTION>
                       VACATION OWNERSHIP MARKETING, INC.
                                AND SUBSIDIARIES
       CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                    FOR THE YEARS ENDED MAY 31, 2003 AND 2002

                                   PREFERRED STOCK        COMMON STOCK
                                 ------------------   --------------------       --------      ---------    ---------
                                                                                 PAID-IN      ACCUMULATED
                                    SHARES   AMOUNT     SHARES      AMOUNT       CAPITAL        DEFICIT       TOTAL
                                 ---------   ------   ----------   -------       --------      ---------    ---------
<S>                              <C>         <C>      <C>          <C>         <C>           <C>            <C>
BALANCE - MAY 31, 2001                   -   $    -      750,000      $750     $2,176,176    $(2,182,602)     $(5,676)

Cancellation of common shares
for recapitalization                     -        -     (492,486)     (492)           492              -            -

Recapitalization                                  -      492,486       492     (2,144,445)     2,182,602       38,649

Issuance of common stock for
services                                 -        -       20,000        20          1,580              -        1,600

Issuance of preferred stock to
officer                          2,500,000    2,500            -         -         22,500              -       25,000
                                 ---------   ------   ----------   -------       --------      ---------    ---------
Net loss                                 -        -            -         -              -       (680,297)    (680,297)

BALANCE - MAY 31, 2002           2,500,000   $2,500      770,000      $770        $56,303      $(680,297)   $(620,724)

Reclassification of shares to
permanent  stockholders'
equity (deficit)                         -        -   49,230,000    49,230         51,086              -      100,316

  Net loss                               -        -            -         -              -        (72,335)     (72,335)
                                 ---------   ------   ----------   -------       --------      ---------    ---------
 BALANCE - MAY 31, 2003          2,500,000   $2,500   50,000,000   $50,000       $107,389      $(752,632)   $(592,743)
                                 =========   ======   ==========   =======       ========      =========    =========

---------------------------------------------------------------------------------------------------------------------
</TABLE>

              The accompanying notes are an integral part of these consolidated
financial statements.















                                       18
<PAGE>
<TABLE>
<CAPTION>
                       VACATION OWNERSHIP MARKETING, INC.
                                AND SUBSIDIARIES
                    STATEMENT OF CHANGES IN TEMPORARY EQUITY
                    FOR THE YEARS ENDED MAY 31, 2003 AND 2002

                                        PREFERRED STOCK              COMMON STOCK
                                       -------------------    -------------------------       ADDITIONAL
                                                                                               PAID-IN
                                       SHARES      AMOUNT         SHARES         AMOUNT        CAPITAL         TOTAL
                                       ------      -------    -----------       -------        -------        -------
<S>                                    <C>         <C>        <C>               <C>            <C>            <C>
BALANCE - MAY 31, 2001                     -       $    -               -       $     -        $     -        $     -

Common stock issued for debt
conversion, interest expense
and discount on convertible
debentures for quarter ended
November 30, 2001                         -             -      33,740,595        33,741         84,499        118,240

Common stock issued for debt
conversion, interest expense
and discount on convertible
debentures for quarter ended
February 28, 2002                         -             -      26,600,000        26,600        (21,884)         4,716
                                       ------      -------    -----------       -------        -------        -------
BALANCE - MAY 31, 2002                    -        $    -      60,340,595       $60,341        $62,615       $122,956

Reclassification of shares to
permanent stockholders' equity
(deficit)                                 -             -     (49,230,000)      (49,230)       (51,086)      (100,316)
                                       ------      -------    -----------       -------        -------        -------
BALANCE - MAY 31, 2003                    -        $    -      11,110,595       $11,111        $11,529        $22,640
                                       ------      -------    -----------       -------        -------        -------
---------------------------------------------------------------------------------------------------------------------
</TABLE>

              The accompanying notes are an integral part of these consolidated
financial statements.


















                                       19
<PAGE>
<TABLE>
<CAPTION>
                       VACATION OWNERSHIP MARKETING, INC.
                                AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                    FOR THE YEARS ENDED MAY 31, 2003 AND 2003

                                                                          2003               2002
                                                                     -------------      -------------
<S>                                                                  <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                                          $    (72,335)      $   (680,297)
                                                                     -------------      -------------
ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH
     (USED IN) OPERATING ACTIVITIES:
   Common stock issued for services                                             -             26,600
   Amortization of discount on debenture conversions                            -             39,794
   Common stock issued for interest payment                                     -              1,927
   Gain on disposal of business                                                 -            (75,613)
CHANGES IN ASSETS AND LIABILITIES
   (Increase) in accounts receivable                                            -             (7,590)
   (Increase) in officers' loans receivable                                     -             (2,011)
   Increase in accounts payable and accrued expenses                        6,771            110,682
   Increase in billings in excess of cost on uncompleted contracts              -            119,129
                                                                     -------------      -------------
         TOTAL ADJUSTMENTS                                                  6,771            212,918
                                                                     -------------      -------------
         NET CASH (USED IN) OPERATING ACTIVITIES                          (65,564)          (467,379)
                                                                     -------------      -------------
CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from short-term notes payable and advances                     65,985             22,800
   Proceeds from debentures                                                     -            444,550
                                                                     -------------      -------------
         NET CASH PROVIDED BY FINANCING ACTIVITIES                         65,985            467,350
                                                                     -------------      -------------
NET INCREASE (DECREASE) IN CASH AND CASH
   EQUIVALENTS                                                                421                (29)

CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR                                 224                253

CASH AND CASH EQUIVALENTS - END OF YEAR                              $        645       $        224
                                                                     =============      =============
SUPPLEMENTAL DISCLOSURE OF NON-CASH
ACTIVITY:
   Debentures payable converted                                      $          -       $     44,348
                                                                     =============      =============
   Interest expense converted                                        $          -       $      1,927
                                                                     =============      =============
   Stock issued for compensation and services                        $          -       $     26,600
                                                                     =============      =============
   Amortized discount on debenture conversions                       $          -       $     39,794
                                                                     =============      =============
   Stock issued for accrued expenses related to debentures           $          -       $     36,887
                                                                     =============      =============

----------------------------------------------------------------------------------------------------
</TABLE>

              The accompanying notes are an integral part of these consolidated
financial statements.


                                       20
<PAGE>
                       VACATION OWNERSHIP MARKETING, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              MAY 31, 2003 AND 2002

NOTE 1-           ORGANIZATION
                  ------------

                  Vacation Ownership Marketing, Inc. (the "COMPANY") was
                  incorporated in Delaware as Magnum 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.

                  On August 27, 2001, VAOW Acquisition Corp., a Delaware
                  corporation ("ACQUISITION CORP."), purchased 492,480 shares of
                  the Company's common stock ("VAOM COMMON STOCK") from certain
                  shareholders for $350,000 pursuant to a stock purchase
                  agreement dated August 27, 2001 (the "VAOW STOCK PURCHASE
                  AGREEMENT"). Simultaneously, Acquisition Corp. entered into an
                  Escrow Agreement with these shareholders pursuant to which
                  $50,000 was escrowed for 60 days as security. At this time,
                  Acquisition Corp. obtained a loan from certain accredited
                  investors evidenced by its 8% Series A $1,000,000 Senior
                  Subordinated Convertible Redeemable Debentures, together with
                  underlying shares of Acquisition Corp.'s common stock (par
                  value $.01).

                  On August 23, 2001 a 1:20 reverse stock split of the VAOM
                  Common Stock, became effective. This stock split decreased the
                  issued and outstanding common stock from 15 million to
                  750,000. Additionally, the authorized shares of common stock
                  increased from 15 million to 50 million and the authorized
                  shares of preferred stock increased from 1 million to 10
                  million.

                  On August 29, 2001, Acquisition Corp. entered into a stock
                  purchase agreement with the then shareholders of Encore
                  Builders, Inc. ("ENCORE BUILDERS"), a Florida corporation (the
                  "ENCORE STOCK PURCHASE AGREEMENT") to purchase all of the
                  capital stock of Encore Builders in such a manner that Encore
                  Builders became a wholly-owned subsidiary of Acquisition
                  Corp.. Acquisition Corp. purchased all 100 issued and
                  outstanding shares of stock for $1 and purchased 900 newly
                  issued Encore Builders shares for $470,000 approximately
                  $4,550 of which was paid in cash and $465,500 of which was
                  paid in the form of a Promissory Demand Note). Additionally,
                  for $1 the Company purchased from Acquisition Corp., 9,000
                  shares of Acquisition Corp.'s newly issued stock and
                  Acquisition Corp. at this time became a wholly-owned
                  subsidiary of the Company. All rights and obligations of
                  Acquisition Corp., Encore Builders or any other entity owned
                  by them became binding upon the Company as of August 29, 2001.

                  On March 20, 2002, the President of Encore Builders and
                  another officer of Encore Builders resigned from the Company.
                  After their resignations, the Company's stock issued to them
                  was put on hold by the transfer agent. The Company is
                  attempting to have those shares cancelled (184,944 shares).
                  Encore Builders is no longer a wholly-owned subsidiary of the
                  Company as of March 21, 2002 as the Company returned the
                  Encore Builders stock to the former owners. The operations of
                  Encore Builders from August 29, 2001 through March 21, 2002
                  are presented in these consolidated financial statements. (See
                  Note 10)

                  PRINCIPLES OF CONSOLIDATION
                  ---------------------------

                  The consolidated financial statements for 2003 and 2002
                  include the accounts of the Company and all of its
                  wholly-owned subsidiaries. All significant intercompany
                  accounts and transactions have been eliminated in
                  consolidation.

                                       21
<PAGE>
NOTE 2-           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
                  ------------------------------------------

                  USE OF ESTIMATES
                  ----------------
                  The preparation of financial statements in conformity with
                  accounting principles generally accepted 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 revenues and expenses during the reporting
                  period. Actual results could differ from those estimates.

                  CASH AND CASH EQUIVALENTS
                  -------------------------
                  The Company considers all highly liquid debt instruments and
                  other short-term investments with an initial maturity of three
                  months or less to be cash or cash equivalents.

                  The Company maintains cash and cash equivalent balances at
                  several financial institutions which are insured by the
                  Federal Deposit Insurance Corporation up to $100,000.

                  SEGMENTS OF BUSINESS
                  --------------------
                  The Company has adopted Statement of Financial Accounting
                  Standards No. 131 ("SFAS 131"), "Disclosures about Segments of
                  an Enterprise and Relation 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. On August
                  29, 2001, the Company had established a new business segment,
                  Encore Builders. On March 21, 2002 the Company disposed of its
                  wholly-owned subsidiary Encore Builders. The Company is
                  actively in search of a replacement subsidiary specializing in
                  the areas that Encore Builders had previously provided for the
                  Company. (See Notes 8 and 11)

                  START-UP COSTS
                  --------------
                  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.

                  REVENUE AND COST RECOGNITION
                  ----------------------------
                  On August 29, 2001 the Company adopted the completed-contract
                  method to account for its long-term construction type
                  contracts which it adopted because Encore Builders was its
                  only operations during the year ended May 31, 2002. The
                  Company had no revenues for the years ended May 31, 2003 and
                  2002.

                  Encore Builders stated that it used the percentage of
                  completion method to account for its construction contracts
                  before it was acquired by the Company. However, Encore
                  Builders' management was unaware of the differences between
                  the percentage of completion method and the completed contract
                  method and was recognizing revenue as it was received. Encore
                  Builders' management made no critical estimates with respect
                  to any jobs in progress, and had no jobs in progress and no
                  accounts receivable at December 31, 2000 and 1999. After the
                  Company acquired Encore Builders, the Company changed the
                  summary of significant accounting policies footnote to show
                  the Company's use of the completed contract method, deemed by
                  the Company's management to be the appropriate method under
                  the circumstances.

                  The completed-contract method recognizes income only when the
                  contract is completed, or substantially so. Accordingly, costs
                  of contract in process and current billings are accumulated
                  but there are no interim charges or credits to income other
                  than provisions for losses. A contract may be regarded as
                  substantially completed if remaining costs are not significant
                  in amount.

                                       22
<PAGE>
                  Before Encore Builders was disposed of, the Company did not
                  recognize any income or expense from operations since the
                  contracts were not substantially completed. Upon disposition a
                  gain was recognized by the Company of $75,613. Although Encore
                  Builders received progress payments since Encore Builders has
                  been returned to its prior owners, the Company is not
                  recognizing this as revenue. The $75,613 gain upon the
                  disposition of Encore Builders can be broken down as follows:

                        Officer loans receivable                  $121,252
                        Deferred revenue                          (119,267)
                        Encore Builders - accounts payable         (77,598)
                                                                  ---------
                                                                  $(75,613)
                                                                  =========
                  INCOME TAXES
                  ------------
                  Income taxes are computed on the pretax loss based on the
                  current tax law. Deferred income taxes are recognized for the
                  tax consequences in future years of differences between the
                  tax basis of assets and liabilities and their financial
                  reporting amounts at each year-end based on enacted tax laws
                  and statutory tax rates. All deferred tax assets that arose
                  from the carryforward of net operating losses have been offset
                  by a valuation allowance due to the uncertainty of the
                  realization of these tax assets.

                  FAIR VALUE OF FINANCIAL INSTRUMENTS
                  -----------------------------------
                  The carrying amounts reported in the consolidated balance
                  sheet for cash and cash equivalents, and accounts payable
                  approximate fair value because of the immediate or short-term
                  maturity of these consolidated financial instruments.

                  STOCK-BASED COMPENSATION
                  ------------------------
                  The Company has elected to follow ("SFAS 123"), "Accounting
                  for Stock-Based Compensation". SFAS 123 requires companies to
                  provide a pro-forma disclosure of net income and earnings per
                  share. The accounting for both fixed and variable awards is
                  compensation expense at least equal to a defined minimum value
                  over the service period. SFAS 123 measures compensation with
                  reference to "fair value", which equals the sum of three
                  elements; intrinsic value, time value of money, and time value
                  associated with the stock's volatility.

                  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.

                  EARNINGS (LOSS) PER SHARE OF COMMON STOCK
                  -----------------------------------------
                  Historical net income (loss) per common share is computed
                  using the weighted average number of VAOM Common Stock
                  outstanding. Diluted earnings per share (EPS) includes
                  additional dilution from VAOM Common Stock equivalents, such
                  as stock issuable pursuant to the exercise of stock options
                  and warrants. VAOM Common Stock equivalents were not included
                  in the computation of diluted earnings per share when the
                  Company reported a loss because to do so would be antidilutive
                  for periods presented.



                                       23
<PAGE>

                  The following is a reconciliation of the computation for basic
                  and diluted EPS:

                                                        MAY 31,       MAY 31,
                                                         2003          2002
                                                     -----------   -----------
                  Net loss                            $ (72,335)   $ (680,297)

                  Weighted-average common shares
                  Outstanding (Basic)                29,487,500       770,000

                  Weighted-average common stock
                  Equivalents
                       Stock options                          -             -
                       Warrants                               -             -

                  Weighted-average common shares
                  Outstanding (Diluted)              29,487,500       770,000



                  There are no options and warrants outstanding to purchase
                  stock at May 31, 2003 and 2002.

NOTE 3-           ACCOUNTS PAYABLE AND ACCRUED EXPENSES
                  -------------------------------------

                  The following represents the Company 's accounts payable and
                  accrued expenses at May 31, 2003 and 2002:

                                                         2003          2002
                                                     -----------   -----------

                  Professional fees                   $  38,540     $  71,891
                  Accrued interest on debentures         66,021        25,899
                                                     -----------   -----------
                                                      $ 104,561     $  97,790
                                                     ===========   ===========


NOTE 4-           CONVERTIBLE DEBENTURES PAYABLE
                  ------------------------------

                  The Company has outstanding convertible debentures at May 31,
                  2003 in the amount of $400,202. These debentures accrue
                  interest at 8% per annum. These debentures mature along with
                  the related interest at August 27, 2003. The debentures are
                  convertible at the investors' discretion pursuant to the
                  convertible debenture agreement. (See Note 1)

                  The Company recognized $39,794 relating to the amortization of
                  the discount on debenture conversions for the year ended May
                  31, 2002.

NOTE 5-           TEMPORARY EQUITY
                  ----------------

                  The Company has reflected on its consolidated balance sheet a
                  temporary equity account for those securities issued that may
                  not be in compliance with the registration provisions of
                  Section 5 and for the issuance of VAOM Common Stock issued
                  above their authorized limit as of May 31, 2002. All related
                  amounts that were previously included in VAOM Common Stock and
                  additional paid-in capital of the permanent stockholders'
                  equity (deficit) section have been reclassified to


                                       24
<PAGE>
                  temporary equity as their redemption may not be solely within
                  the control of the issuer. As of May 31, 2002 substantially
                  all the shares issued in connection with the conversion of the
                  debentures have been reclassified as temporary equity.

                  The Company, during the fiscal year ended May 31, 2002, issued
                  60,340,595 common shares that have been recorded in temporary
                  equity as of May 31, 2002. As of May 31, 2002, all the shares
                  issued in connection with the conversion of the debentures
                  have been reclassified as temporary equity and all 60,340,595
                  shares reclassified as temporary equity were issued in
                  connection with the conversion of the debentures. Of the
                  common shares that have been recorded as temporary equity
                  during fiscal year 2002, 11,110,595 common shares were issued
                  in excess of the Company's authorized limit of 50 million. The
                  Company has reclassified the corresponding amounts from
                  permanent equity (deficit) accordingly as of May 31, 2002. As
                  of May 31, 2003, only these 11,110,595 common shares remain in
                  temporary equity.

                  During the quarter ended November 30, 2002, those shares that
                  may not have been in compliance with Section 5 of the
                  Securities Act of 1933, as amended were reclassified back to
                  permanent stockholders' equity (deficit). As of May 31, 2003
                  and 2002, there was $22,640 and $122,956, respectively in
                  temporary equity.

NOTE 6-           STOCKHOLDERS' DEFICIT
                  ---------------------

                  At May 31, 2003 and 2002, the Company had two classes of
                  stock, preferred and common stock, each having a par value of
                  $.001.

                  PREFERRED STOCK
                  ---------------
                  On August 23, 2001, the Company increased its authorized
                  shares to 10,000,000 from 1,000,000 and during the year ended
                  May 31, 2002 the Company issued 2,500,000 shares of preferred
                  stock. The Company recorded an expense of $25,000 which was
                  the fair value of the stock traded on November 5, 2001, the
                  date the preferred shares were issued, at $.01 per share. At
                  May 31, 2001, the Company had no preferred shares issued and
                  outstanding.

                  COMMON STOCK
                  ------------
                  On August 23, 2001 a 1:20 reverse stock split of the Company's
                  common stock became effective. This stock split decreased the
                  issued and outstanding common stock from 15,000,000 to
                  750,000. Additionally, the authorized shares of common stock
                  increased from 15,000,000 to 50,000,000.

                  On August 31, 2001, the Company issued 20,000 shares of common
                  stock to a consultant. This was recorded at fair value of $.08
                  per share ($1,600).

NOTE 7-           PROVISION FOR INCOME TAXES
                  --------------------------

                  The Company did not provide for income taxes in the years
                  ended May 31, 2003 and 2002. Additionally, the Company
                  established a valuation allowance equal to the full amount of
                  the deferred tax assets due to the uncertainty of the
                  utilization of the operating losses in future periods.

                  At May 31, 2003 and 2002, the deferred tax assets consists of
                  the following:





                                       25
<PAGE>
                                                             2003       2002
                                                          ---------- ----------

                  Deferred taxes due to net operating loss
                  carryforwards                           $ 269,000  $ 232,000

                  Less:  Valuation allowance               (269,000)  (232,000)
                                                          ---------- ----------

                  Net deferred tax asset                  $      -   $      -
                                                          ========== ==========


NOTE 8-           SHORT-TERM NOTES PAYABLE AND ADVANCES
                  -------------------------------------

                  During the year ended May 31, 2003, the Company has received a
                  total of $65,985 either in the form of short-term promissory
                  notes bearing interest at 15% annually, or though advances
                  from affiliated companies either in the form of cash or
                  through the affiliated companies payment of legal and
                  professional fees on behalf of the Company. As of May 31,
                  2003, the Company has accrued interest of $8,106 on these
                  obligations.(See Note 13).

NOTE 9-           GOING CONCERN
                  -------------

                  As shown in the accompanying consolidated financial statements
                  the Company incurred net operating losses for the years ended
                  May 31, 2003 and 2002. The Company has no revenues to support
                  itself.

                  In view of these matters, continuing as a going concern is
                  dependent upon the Company's ability to raise additional
                  capital, and to secure a future 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.

                  The Company's only operating entity, Encore Builders, was
                  disposed of on March 21, 2002. Under the completed-contract
                  method, these operations previously were deferred on the
                  consolidated balance sheet until disposition since the
                  contracts were not substantially complete.

NOTE 10-          CONTINGENCY / UNCERTAINTIES
                  ---------------------------

                  The Company, during the year ended May 31, 2002, issued
                  11,110,595 common shares above its authorized limit of 50
                  million shares. Additionally, the issuance of 60,340,595
                  shares for debenture conversions, interest expense and
                  discounts on convertible debentures may not be in compliance
                  with the registration provisions of Section 5 of the
                  Securities Act. The full impact of these events are unknown at
                  this time. As of May 31, 2002, the Company has reserved
                  $122,956 in temporary equity. (See Note 5) The $122,956 held
                  in temporary equity as of May 31, 2002 was the reserve for the
                  contingent liability should the debentures not be in
                  compliance with Section 5 of the Securities Act. The Company
                  considered the impact of FASB 5 and believes that this reserve
                  reflects the potential and probable liability due. The amount
                  of the temporary reserve as of May 31, 2002 was derived
                  substantially from the issuance of common stock and additional
                  paid-in capital to convert the principal debentures of
                  $44,348, the amount of amortized discount on debenture
                  conversions $39,794, the amount of interest expense converted
                  on the debentures of $1,927 and the amount of accrued expenses
                  paid $36,887. The amounts reflected in the consolidated
                  statements of operations reflect the above charges. The
                  $122,956 balance in temporary equity as of May 31, 2002 was
                  reduced in November 2002 to $22,640 for the reclassification
                  of shares from temporary equity to permanent stockholders'
                  equity (deficit). The temporary equity account acts as a
                  reserve for capital that the Company may be required to repay.
                  (See Note 5).

                                       26
<PAGE>
NOTE 11-          LITIGATION
                  ----------

                  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 re-certify or re-file their
                  judgments within the time limits as required by Florida
                  statutes. Management is not able to determine whether the
                  above would have a material impact on its consolidated
                  financial statements.

NOTE 12-          ACQUISITION AND DISPOSAL OF BUSINESS
                  ------------------------------------
                  The assets and liabilities acquired in the acquisition of
                  Encore Builders on August 29, 2001 are as set forth below:

                  Loan Receivable - Officer              $ 113,046
                  Other Receivables                         21,425
                  Liabilities                             (108,409)
                                                         ----------

                                                          $ 26,062
                                                         ==========


                  On March 21, 2002 at a special meeting of the Board of
                  Directors, the Company authorized its transfer agent to
                  cancel, rescind and void all the common stock issued to the
                  former President of the Company. The transfer agent has put a
                  hold on the 184,000 shares until this matter is resolved.

                  On March 21, 2002, the Company disposed of its only operating
                  business entity, Encore Builders. The Encore Builders stock
                  was returned to its former owner.

                  The Company did not recognize any revenue or expense
                  associated with Encore Builders operations since they followed
                  the completed-contract method (See Note 2). The Company did
                  not retain any assets or liabilities of Encore Builders. Upon
                  dissolution of Encore Builders, the Company recognized a gain
                  on disposition of $75,613. This represented substantially the
                  liabilities over the assets that were disposed of. There was
                  no activity in Encore Builders that was part of the Company
                  after the measurement date of disposition, March 21, 2002.

NOTE 13-          RELATED PARTY TRANSACTIONS
                  --------------------------

                  Pursuant to a stock purchase agreement dated August 27, 2001,
                  the Company's former owners sold 492,480 shares of VAOM Common
                  Stock to Acquisition Corp. for $350,000 in August 2001.

                  Also on August 27, 2001 Acquisition Corp. issued 15,000 shares
                  of VAOM Common Stock to each of Peter Porath, the Company's
                  President and Chief Executive Officer at the time, and Michael
                  Schumacher, the Company's Vice President at the time.

                  On August 28, 2001, Acquisition Corp. declared a stock
                  dividend of 462,486 shares of VAOM Common Stock to the new
                  directors of the Company. The Company distributed the
                  remaining 30,000 shares of VAOM Common Stock it owned to the
                  former owners of the Company.

                  On August 29, 2001, the Company purchased 9,000 newly issued
                  shares of Acquisition Corp. Common Stock for $1. Christopher
                  Astrom and Braulio Gutierrez were the two stockholders of
                  Acquisition Corp. at the time and had also been granted a
                  stock dividend giving them 37% and 25%, respectively, of VAOM
                  Common Stock.

                  On August 29, 2001, Acquisition Corp. entered into an
                  agreement with Braulio Gutierrez and Christopher Astrom, the
                  sole stockholders of Encore Builders and with Encore Builders
                  to purchase the Encore Builders Common Stock. At this time,
                  one of the directors of Encore


                                       27
<PAGE>
                  Builders, Christopher Astrom, was a principal stockholder and
                  director of the Company. Encore Builders was engaged in the
                  construction of the Conquistador Plaza Apartments in Miami,
                  Florida, pursuant to construction contract with Conquistador
                  Plaza, dated January 30, 2001. National Residential
                  Properties, Inc., an affiliate of the Company, was the parent
                  company of Conquistador Plaza. On March 20, 2002, Braulio
                  Gutierrez, who was then President and a director of the
                  Company, and Braulio Gutierrez's sister, Patricia Gutierrez,
                  who was then Vice President, Treasurer, and a director of the
                  Company, resigned from the Company. Subsequently the Company
                  assigned to Braulio Gutierrez the Encore Builders Common Stock
                  held by the Company and Braulio Gutierrez assigned to the
                  Company his shares of VAOM Common Stock.

                  Subsequently, Acquisition Corp. was merged into the Company
                  via a "short-form" merger pursuant to Sections 251 and 253 of
                  the Delaware General Corporation Law. Pursuant to the merger,
                  the Company assumed all the rights and obligations of
                  Acquisition Corp., which at the time was owned by Christopher
                  Astrom and Braulio Gutierrez who also held 37% and 25%,
                  respectively, of the outstanding VAOM Common Stock.

                  The Company issued 2.5 million shares of its preferred stock
                  to an officer during the year ended May 31, 2002. An expense
                  of $25,000 was recognized, which represented the fair value of
                  the stock on November 5, 2001.

                  As discussed in Note 8, the Company from time to time has been
                  advanced amounts either through short-term promissory notes,
                  advances, or through the payment of legal and professional
                  fees from affiliated companies. As of May 31, 2003, the
                  Company has outstanding amounts due its affiliates of $78,545.
                  Of this amount $48,845 is due National Residential Properties,
                  Inc., $5,000 is due Prime Rate Investors, Inc., and $24,700 is
                  due Genesis Capital Corporation of Nevada.

                  A loan in the amount of $115,057 by Braulio Gutierrez, the
                  Company's former President, in favor of the Company, was
                  transferred to Encore Builders when Encore Builders was
                  separated from the Company.


















                                       28
<PAGE>
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

         None.

ITEM 8A.  CONTROLS AND PROCEDURES

         EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

         The Company's Chief Executive Officer and Chief Financial Officer,
Christopher Astrom, has reviewed and evaluated the effectiveness of the
Company's disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) as of the end of the period covered by this annual
report on Form 10-KSB. Based on that evaluation, Christopher Astrom determined
that he and Richard Astrom, the Company's only two directors and officers, are
the only individuals involved in the Company's disclosure process. The Company
has no specific procedures in place for processing and assembling information to
be disclosed in the Company's periodic reports. The Company's system is designed
so that information is retained by the Company and relayed to counsel as it
becomes available. The Company currently functions only as a shell corporation
as it has no revenues, significant assets or independent operations and plans to
establish more reliable disclosure controls and procedures before merging or
entering into any other business combination with another company.

         CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

         No significant changes in the Company's internal control over financial
reporting have come to management's attention during the Company's previous
fiscal quarter that have materially affected, or are likely to materially
affect, the Company's internal control over financial reporting.

                                    PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         The Company's board of directors currently consists of two persons. The
following information with respect to the principal occupation or employment,
other affiliations and business experience during the last five years of the
directors has been furnished to the Company by such directors. Except as
indicated, the directors have had the same principal occupation for the last
five years.



NAME                      AGE     PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT

Christopher Astrom        31      Christopher Astrom has been a director of the
                                  Company since August 2001. Christopher Astrom
                                  is currently a director and has served as Vice
                                  President of National Residential Properties,
                                  Inc., since June 1995, is currently a director
                                  and has served as Secretary and Treasurer of
                                  Genesis Capital Corporation of Nevada since
                                  September 2001 and is currently a director and
                                  has served as President of Prime Rate
                                  Investors, Inc. since September 2002.

Richard Astrom            56      Richard Astrom has been a director of the
                                  Company since September 2001. Richard Astrom
                                  has served as President and a director of
                                  National Residential Properties, Inc. since
                                  1994, President and a director of Genesis
                                  Capital Corporation of Nevada since September
                                  2001 and a director of Prime Rate Investors,
                                  Inc. since August 2002.

<PAGE>
         EXECUTIVE OFFICERS

         The following individuals were serving as executive officers of the
Company on August 28, 2003:

NAME                      AGE     POSITION WITH THE COMPANY

Christopher Astrom        31      President, Chief Executive Officer and Chief
                                  Financial Officer

Richard Astrom            56      Secretary

         Richard Astrom is Christopher Astrom's father. The Company does not
have any employees besides Christopher Astrom and Richard Astrom.

         SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section 16(a) of the Exchange Act requires the Company's directors,
executive officers and persons who own more than ten percent of the outstanding
VAOM Common Stock to file with the SEC and the Company reports on Form 4 and
Form 5 reflecting transactions affecting beneficial ownership. Based solely upon
its review of the copies of such forms received by it, the Company believes
that, during fiscal year ended 2003, all persons complied with such filing
requirements, except it appears James L. Silvester filed one Form 4 on April 16,
2003 relating to sales consummated in April 2002. The Company is unaware whether
Braulio Gutierrez has complied with Section 16(a) of the Exchange Act as he
ceased to be an executive officer upon his departure from the Company in March
2002.






























                                       30
<PAGE>
ITEM 10.  EXECUTIVE COMPENSATION
<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE

                                              Salary          Bonus               Long-Term
                                              ------          -----         Compensation Awards:
       Name and Principal Position     Year   Annual Compensation(1)    Securities Underlying Options
       ---------------------------     ----   ----------------------    -----------------------------
<S>                                    <C>    <C>             <C>       <C>
Christopher Astrom, Chief
Executive Officer and
Chief Financial Officer(2)..........   2003         $0             $0                  $0
                                       2002    $25,000(4)           -                   -
                                       2001          -              -                   -

Richard Astrom, Secretary(3)........   2003         $0(5)          $0                  $0
                                       2002          -              -                   -
                                       2001          -              -                   -
--------------------
</TABLE>
(1)      In accordance with the rules of the SEC, compensation in the form of
         perquisites and other personal benefits has been omitted for the
         Company's named executive officers because the aggregate amount of such
         perquisites and other personal benefits constituted less than the
         lesser of $50,000 or 10% of the total of annual salary and bonuses for
         each named executive officer.

(2)      Christopher Astrom joined the Company in August 2001.

(3)      Richard Astrom joined the Company in August 2001.

(4)      On November 5, 2001, the Company issued 2.5 million shares of its
         Series A Preferred Stock to Christopher Astrom as compensation for
         employment. Each share of the Series A Preferred Stock is convertible
         at any time, from time to time, into 100 shares of VAOM Common Stock.
         The Company has determined the fair market value of the 2.5 million
         shares of Series A Preferred Stock to be $25,000.

(5)      The Company paid $8,689 to Richard and Christopher Astrom's counsel who
         assisted Richard and Christopher Astrom with securities matters which
         also benefitted the Company.

         Directors currently do not receive a stated salary from the Company for
their service as members of the board of directors.

         EMPLOYMENT AND SEPARATION AGREEMENTS

         The Company does not have any employment or separation agreements with
either Christopher Astrom or Richard Astrom, the Company's only employees as of
May 31, 2003.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS

         To the Company's knowledge, the following table sets forth information
with respect to beneficial ownership of outstanding VAOM Common Stock as of May
31, 2003 by:

         - each person known by the Company to beneficially own more than 5% of
the outstanding VAOM Common
Stock;

         -  each of the Company's named executive officers;

         -  each of the Company's directors; and

         -  all of the Company's executive officers and directors as a group.

         Beneficial ownership is determined in accordance with the rules of the
SEC and includes voting or investment power with respect to the securities as
well as securities which the individual or group has the right to

                                       31
<PAGE>
acquire within sixty days of the original filing of this Form 10-KSB. Unless
otherwise indicated, the address for those listed below is c/o Vacation
Ownership Marketing, Inc., 6915 Red Road, Suite 222, Coral Gables, Florida
33143. Except as indicated by footnote, and subject to applicable community
property laws, the persons named in the table have sole voting and investment
power with respect to all shares of VAOM Common Stock shown as beneficially
owned by them. The number of shares of VAOM Common Stock outstanding used in
calculating the percentage for each listed person includes the shares of VAOM
Common Stock underlying options held by such persons that are exercisable within
60 days of September 3, 2002, but excludes shares of VAOM Common Stock
underlying options held by any other person. The number of shares of VAOM Common
Stock outstanding as of August 28, 2003 was 61,110,595. Except as noted
otherwise, the amounts reflected below are based upon information provided to
the Company and filings with the SEC.

                                                    Number            Percent
                                                    ------            -------
         Name of Beneficial Owner                   Shares Beneficially Owned
         ------------------------                   -------------------------

         Christopher Astrom (1)                     250,277,492        80.45%
         Richard Astrom (2)                                   0         0.00%
         Knight Securities (3)                       18,884,162        30.90%
         All directors and executive officers
              as a group (2 persons)                250,277,492        80.45%

(1)      Christopher Astrom serves as the Chief Executive Officer, Chief
         Financial Officer and a director of the Company. The number of shares
         set forth above includes (a) 277,492 shares of Common Stock and (b) 2.5
         million shares of Preferred Stock which are immediately convertible
         into Common Stock at a ratio of 100 shares of Common Stock for one
         share of Preferred Stock.

(2)      Richard Astrom serves as the Secretary and a director of the Company.

(3)      The address of Knight Securities is 525 Washington Blvd., 23rd Fl.,
         Jersey City, New Jersey 07310.

ITEM     12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         On August 27, 2001, Acquisition Corp. purchased 492,480 of VAOM Common
Stock from Peter Porath and Ann Porath, Prime Rate Income & Dividend, Inc. and
Michael Schumacher for $350,000 pursuant to a stock purchase agreement dated
August 27, 2001. At the time, Peter Porath was the Company's President and Chief
Executive, Michael Schumacher was the Company's Vice President. In addition, two
of the Company's directors and officers at the time, Mick Schumacher and George
Powell, were principals of Prime Rate Income & Dividend, Inc. Prime Rate Income
& Dividend, Inc. also held 55% of VAOM Common Stock at the time.

         On August 27, 2001, Acquisition Corp. issued 15,000 shares of VAOM
Common Stock to each of Messrs. Porath and Michael Schumacher. While these
shares were issued from those held by Acquisition Corp., that entity controlled
the Company at the time. At the time, Peter Porath was the Company's President
and Chief Executive Officer and Michael Schumacher was the Company's Vice
President. These shares were issued in exchange for services rendered by Messrs.
Porath and Michael Schumacher to the Company.

         On August 28, 2001, Acquisition Corp. declared a stock dividend of VAOM
Common Stock to Christopher Astrom and Braulio Gutierrez who were the two
stockholders of Acquisition Corp. at the time. While these shares were issued
from those held by Acquisition Corp., that entity controlled the Company at the
time. As a result of the stock split, Christopher Astrom received 277,492 shares
and Braulio Gutierrez received 184,994 shares of VAOM Common Stock.

         On August 29, 2001, the Company purchased 9,000 newly issued shares of
Acquisition Corp. Common Stock for $1. Christopher Astrom and Braulio Gutierrez
were the two stockholders of Acquisition Corp. at the time and had also been
granted a stock dividend giving them 37% and 25%, respectively, of VAOM Common
Stock.

         On August 29, 2001, Acquisition Corp. entered into an agreement with
Braulio Gutierrez and Christopher Astrom, the sole stockholders of Encore
Builders and with Encore Builders to purchase the Encore Builders Common Stock.
At this time, one of the directors of Encore Builders, Christopher Astrom, was a
principal stockholder and director of the Company. Encore Builders was engaged
in the construction of the Conquistador

                                       32
<PAGE>
Plaza Apartments in Miami, Florida, pursuant to construction contract with
Conquistador Plaza, dated January 30, 2001. National Residential Properties,
Inc., an affiliate of the Company, was the parent company of Conquistador Plaza
On March 20, 2002, Braulio Gutierrez, who was then President and a director of
the Company, and Braulio Gutierrez's sister, Patricia Gutierrez, who was then
Vice President, Treasurer and a director of the Company, resigned from the
Company. Subsequently the Company assigned to Braulio Gutierrez the Encore
Builders Common Stock held by the Company and Braulio Gutierrez assigned to the
Company his shares of VAOM Common Stock.

         Subsequently, Acquisition Corp. was merged into the Company via a
"short-form" merger pursuant to Sections 251 and 253 of the Delaware General
Corporation Law. Pursuant to the merger, the Company assumed all the rights and
obligations of Acquisition Corp., which at the time was owned by Christopher
Astrom and Braulio Gutierrez who also held 36% and 24%, respectively, of the
outstanding VAOM Common Stock.

         On November 5, 2001, the Company issued 2.5 million shares of Series A
Preferred Stock to Christopher Astrom as compensation for employment in the
Company's 2001 fiscal year.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

         (a) Exhibits.

         The following Exhibits are incorporated herein by reference or are
filed with this report as indicated below.

Exhibit
Number          Description
------          -----------

    3.1         Certificate of Incorporation of the Company, as amended
                (previously filed as Exhibit 3.1 to Form 10-KSB filed October 4,
                2002).

    3.2         Bylaws of the Company (previously filed as Exhibit 3.2 to Form
                10-KSB filed October 4, 2002).

    4.1         8% Series A Senior Subordinated Convertible Redeemable
                Debentures Due August 27, 2003 (previously filed as Exhibit 4.1
                to Form 10-QSB filed January 18, 2002).

    4.2         Certificate of Designation of Series A Preferred Stock filed
                November 5, 2001 (previously filed as Exhibit 2.3 to Form 10-QSB
                filed on January 18, 2002).

   10.1         Securities Subscription Agreement dated as of August 27, 2001 by
                and between VAOW Acquisition Corp. and Equity Planners LLC, Sea
                Lion Investors LLC and Myrtle Holdings LLC (previously filed as
                Exhibit 10.1 to Form 10-KSB filed October 4, 2002).

   10.6         Assignment and Assumption Agreement between Acquisition Corp,
                and the Company, dated September 19, 2001 (previously filed as
                Exhibit 10.3 to Form 10-QSB filed January 18, 2001).

   10.7         Escrow Agreement dated December 13, 2001, among Equity Planners
                LLC, Sea Lion Investors LLC, Myrtle Holdings LLC, and Sroya
                Holdings Company, Inc. (previously filed as Exhibit 10.4 to Form
                10-QSB filed on January 18, 2002).

   31.1         Certification pursuant to Exchange Act Rules 13a-14 and 15d-14
                as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
                2002.

   32.1         Certification pursuant to 18 U.S.C. Section 1350, as adopted
                pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

         (b) Reports on Form 8-K.

         None.




                                       33
<PAGE>
                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Securities Exchange Act,
the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                     VACATION OWNERSHIP MARKETING, INC.


                                     /s/ CHRISTOPHER ASTROM
                                     -----------------------------------
                                     By:  Christopher Astrom
                                     CHIEF EXECUTIVE OFFICER
                                     CHIEF FINANCIAL OFFICER
                                     Date:  August 29, 2003

         In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated:


                             /s/ Christopher Astrom
                             ----------------------
                             By: Christopher Astrom
                             Chief Executive Officer,
                             Chief Financial Officer and Director
                             Date: August 29, 2003


                             /s/ Richard Astrom
                             ----------------------
                             By: Richard Astrom
                             Director
                             Date: August 29, 2003
























                                       34