7                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                   FORM 10-KSB

                   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                     FOR THE FISCAL YEAR ENDED MAY 31, 2004

                          Commission File Number 0-9879

                                   ----------

                            CAPITAL SOLUTIONS I, 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 UNDER SECTION 12(b) OF THE ACT:
                                      None

              SECURITIES REGISTERED UNDER SECTION 12(g) OF THE ACT:
                        Common Stock $.0000001 par value

         Check whether the issuer (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act 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 in response to
Item 405 of Regulation S-B contained herein, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. |_|

         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 September 13, 2004 was $36,512.34 (based on the last
reported sale price of $0.03 per share on September 13, 2004).

         The number of shares of the registrant's common stock outstanding as of
September 13, 2004 was 251,222,628.

          Transitional Small Business Disclosure Format: Yes |_| No |X|

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<PAGE>
                            CAPITAL SOLUTIONS I, INC.
                  (FORMERLY VACATION OWNERSHIP MARKETING, INC.)
                         2004 FORM 10-KSB ANNUAL REPORT

                                TABLE OF CONTENTS

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

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

     ITEM 2.  DESCRIPTION OF PROPERTY.......................................10

     ITEM 3.  LEGAL PROCEEDINGS.............................................10

     ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...........10

PART II.....................................................................11

     ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
              STOCKHOLDER MATTERS...........................................11

     ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.....12

     ITEM 7.  FINANCIAL STATEMENTS..........................................19

     ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
              ACCOUNTING AND FINANCIAL DISCLOSURE...........................30

     ITEM 8A. CONTROLS AND PROCEDURES.......................................30

PART III....................................................................30

     ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT............30

     ITEM 10. EXECUTIVE COMPENSATION SUMMARY COMPENSATION TABLE.............31

     ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
              MANAGEMENT AND RELATED STOCKHOLDER MATTERS....................32

     ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS................34

     ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K..............................34

     ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES........................35











                                       1
<PAGE>
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

         Capital Solutions I, Inc. (formerly Vacation Ownership Marketing, Inc.)
(the "COMPANY"), was incorporated in Delaware as "Magnum Communications Corp."
in 1969 and changed its name to Vacation Ownership Marketing, Inc. in 1980. 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 became effective. Pre-split, there were 15 million shares of the
Company's common stock issued and outstanding; post-split, there were 750,000
shares of the Company's 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 the Company's 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 the Company's
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 the Company's common stock (which it then owned) to
Messrs. Porath and Michael Schumacher, and subsequently the Company issued
20,000 shares of the Company's common stock to NevWest Securities Corporation.

                                       2
<PAGE>
         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 the Company's 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 Company's
common stock, and Braulio Gutierrez became the owner of 184,994 shares of the
Company's common stock, on September 4, 2001, the date they received their stock
certificates.

         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 the
Company's 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 the Company's 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 the Company's 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 the Company's common stock and has a vote equivalent to one
share of the Company's common stock. However, as explained more fully in "RISK
FACTORS - Risks Related to Legal Uncertainties," because the Company has issued
shares of the Company's common stock in excess of the amount authorized,
Christopher Astrom may not currently convert the Series A Preferred Stock held
by him into the Company's common stock.

                                       3
<PAGE>
         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 the Company's 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 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.

         On January 21, 2004, the Company's stockholders approved an amendment
to its Certificate of Incorporation to increase its authorized common stock from
50,000,000 to 1,000,000,000 shares and ratified past issuances of common stock
in excess of the Company's authorized amount. The Company also ratified the
assignment of common stock to Encore Builders. The increase in the number of
authorized shares of common stock became effective on January 22, 2004 when the
Company filed an amended Certificate of Incorporation with the Delaware
Secretary of State.

         On May 11, 2004, a wholly-owned subsidiary of the Company, Capital
Solutions I, Inc. ("CAPITAL SOLUTIONS"), was merged with and into the Company,
with the Company remaining as the surviving entity. Pursuant to the terms of the
merger, the Company amended and restated its Certificate of Incorporation to be
substantially identical to the certificate of incorporation of Capital Solutions
then in effect. As a result of the merger, among other things, (i) the Company's
name was changed to "Capital Solutions I, Inc.", (ii) the number of shares of
common stock the Company is authorized to issue was increased from 10 million to
200 million and (iii) the par value of the shares of common stock and preferred
stock the Company is authorized to issue was reduced from $.001 per share to
$.0000001 per share. Immediately following the merger, the Company effected a
1:50 reverse stock split by filing an amendment to its Certificate of
Incorporation with the Delaware Secretary of State.

         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.

                                       4
<PAGE>
         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.

RECENT DEVELOPMENTS

         On August 24, 2004, the Company issued 150 million and 100 million
newly issued shares of the Company's common stock, $0.0000001 par value per
share, bearing restrictive legends, to Richard Astrom and Christopher Astrom,
respectively. The purpose of these issuances of restricted shares was to
compensate Richard Astrom and Christopher Astrom for certain services rendered
to the Company as officers and directors.

         On August 26, 2004, in order to provide the Company with a source of
equity financing, the Company entered into a Standby Equity Distribution
Agreement (the "SEDA") with Cornell Capital Partners, LP, a Delaware limited
partnership ("Cornell"). Pursuant to the terms of the SEDA, the Company has the
right, upon the effectiveness of a registration statement with respect to the
resale of the securities issued to Cornell under the SEDA, to receive advances
of up to an aggregate amount of $6 million from Connell under an equity line of
credit (the "Equity Line of Credit"), and to simultaneously issue shares of
Company common stock in lieu of repayment of such advances. The number of shares
to be issued to Cornell in connection with each advance will be determined by
dividing the amount of each advance by the lowest closing bid price of the
common stock of the five trading days after the Company provides Cornell notice
requesting such advance. A minimum of seven trading days must pass between each
advance notice. Pursuant to the SEDA, the Company agreed to pay Cornell a cash
fee equal to 4% of the amount of each advance and issue to Cornell, on the date
of execution of the SEDA, newly issued shares of the Company's common stock,
$0.0000001 par value per share, bearing restrictive legends, as a one time
commitment fee. As part of this transaction, on August 26, 2004, the Company
entered into an Escrow Agreement by and between the Company, Cornell and Butler
Gonzalez LLP, (ii) a Registration Rights Agreement by and between the Company
and Cornell and (iii) a Placement Agent Agreement by and between the Company,
Cornell and Newbridge Securities Corporation. While the foregoing agreements are
dated as of August 26, 2004, the Company and the other parties to such
agreements did not actually exchange executed copies of such agreements until
September 13, 2004.

         On August 26, 2004, the Company entered into an Investors Relations
Program (the "IR Agreement") with Turner Hughes Corporation ("Turner") pursuant
to which Turner will provide certain investor relations services ("IR Services")
to the Company. Pursuant to the IR Agreement, and in consideration for the IR
Services to be provided by Turner to the Company, the Company will issue to
Turner, a one time fee of 23 million newly issued shares of the Company's common
stock, $0.0000001 par value per share, bearing restrictive legends. The share
numbers described above reflect the 1:50 reverse stock split effected by the
Company on May 11, 2004.

                                       5
<PAGE>
     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.

     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, 2004.

                                       6
<PAGE>
                                  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 17, 2004, 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

                                       7
<PAGE>
         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.

RISKS RELATED TO LEGAL UNCERTAINTIES

     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 the Company's 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 the Company's 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. 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 the Company's 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

         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.

                                       8
<PAGE>
     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 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. Although debentures matured on August 27, 2003,
the Company also does not plan to pay principal or interest owed thereunder
until the Company can obtain additional funding through the sale of its equity
securities. The holders of the outstanding debentures have been orally apprised
of the Company's determination. 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 RECOVER

         The trading price of the Company's common stock has declined
significantly since approximately October 2001. The market for the Company's
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 the Company's
common stock as currently traded on the OTC Bulletin Board, the Company's 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.

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

         The Company's 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 common
stock, the market price could drop and the ability of investors to sell the
Company's common stock could be diminished. Additionally, should the Company
obtain the approval of its stockholders to increase the authorized shares of the
Company's common stock, the holders of the VAOM Debentures will be able to
convert the VAOM Debentures into common stock, thus further increasing the
number of shares of the Company's common stock outstanding. The issuance of
shares of the Company's common stock upon conversions of the VAOM Debentures may
not only result in a substantial number of shares of the Company's 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 the
Company's common stock.

                                       9
<PAGE>
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

         On April 1, 2004, the Company filed an information statement on
Schedule 14C with the SEC relating to the following items:

              -   to approve the merger of the Company's wholly-owned
                  subsidiary, Capital Solutions, with and into the Company, with
                  the Company remaining as the surviving entity;

              -   to approve, in relation to the merger, an amendment to the
                  Company's Certificate of Incorporation to (i) increase the
                  number of authorized shares of common stock from 1 billion to
                  20 billion, (ii) increase the number of authorized shares of
                  preferred stock of the Company from 10 million to 20 million,
                  (iii) change the name of the Company to "Capital Solutions I,
                  Inc." and (iv) reduce the par value of the shares of common
                  stock and preferred stock the Company is authorized to issue
                  from $0.001 to $0.0000001;

              -   to approve an amendment to the Company's Certificate of
                  Incorporation to effect a 1 for 50 reverse split of the
                  Company's common stock; and

              -   to amend and restate the Company's Certificate of
                  Incorporation.

                                       10
<PAGE>
         The Company's majority stockholder, Christopher Astrom, approved these
actions by written consent on May 5, 2004 and the Company filed an Amended
and Restated Certificate of Incorporation and an amendment to its Certificate of
Incorporation incorporating the changes disclosed in the information statement
with the Delaware Secretary of State on May 6, 2004. No other stockholders voted
for or against these actions.

                                     PART II

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

     MARKET PRICE OF THE COMPANY'S COMMON STOCK

         The Company's common stock is quoted on The Over the Counter Bulletin
Board under the symbol CSIN.OB. While it appears there is no market for the
Company's common stock, the Company has set forth in the table below the high
and low closing bid prices per share of the Company's 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 the Company's common stock was $0.02 on September 13, 2004.

         QUARTERLY PERIOD (1)                       HIGH (2)       LOW
         --------------------                       --------       ---

         First Quarter 2003...................       $.001       $.000
         Second Quarter 2003..................       $.001       $.000
         Third Quarter 2003...................       $.001       $.000
         Fourth Quarter 2003..................       $.001       $.000

         First Quarter 2004...................       $.002       $.000
         Second Quarter 2004..................       $.003       $.001
         Third Quarter 2004...................       $.006       $.001
         Fourth Quarter 2004(3)...............       $.250       $.001
------------------
(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.
(3)  On May 11, 2004, the Company effected a 1:50 reverse stock split.

     HOLDERS

         As of September 13, 2004, there were approximately 887 holders of
record of the Company's 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.

     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

                                       11
<PAGE>
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 the Company's common stock by a promoter or
affiliate of the Company would have to be done in a registered offering that
complies with Rule 419.

         At such point that the Company ceases to meet the definition of blank
check company set forth in Rule 419, it may also cease to be subject to the
requirements of that rule.

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:

     o   Effective August 23, 2001, a 1:20 reverse stock split of the Company's
         common stock became effective. Pre-split, there were 15 million shares
         of the Company's common stock issued and outstanding; post-split, there
         were 750,000 shares of the Company's common stock issued and
         outstanding.

     o   Effective August 23, 2001, the Company amended its Certificate of
         Incorporation to increase the number of shares of the Company's 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.

     o   On August 27, 2001, Acquisition Corp. purchased 492,480 shares
         (post-split) of the Company's 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.

                                       12
<PAGE>
     o   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.

     o   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.

     o   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 the Company's common stock (which it
         then owned) to Messrs. Porath and Michael Schumacher, and subsequently
         the Company issued 20,000 shares of the Company's common stock to
         NevWest Securities Corporation.

     o   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).

     o   On August 28, 2001, Acquisition Corp. declared a stock dividend of
         shares of the Company's 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 Company's common stock, and Braulio Gutierrez became the
         owner of 184,994 shares of the Company's common stock on September 4,
         2001, the date they received their stock certificates.

     o   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.

     o   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.

                                       13
<PAGE>
     o   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.

     o   Subsequently, the holders of the VAOM Debentures exercised their rights
         to convert the VAOM Debentures into the Company's common stock. As a
         result of the conversion, coupled with the decrease in the trading
         price of the Company's common stock, investors were entitled to more
         shares of the Company's common stock than were authorized.

     o   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.

     o   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. 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 the Company's 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.

     o   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 the Company's common stock and has a
         vote equivalent to one share of the Company's common stock. However,
         because the Company has issued shares of common stock in excess of the
         amount authorized, Christopher Astrom may not currently convert the
         Series A Preferred Stock held by him into common stock.

     o   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 the Company's 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 the
         Company's



                                       14
<PAGE>
         common stock to meet the requirement of 100 million shares, it must
         deposit with Sroya Holdings the number of shares of the Company's
         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 Company's 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 the Company's 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 the Company's common
         stock.

     o   On December 22, 2003, the Company filed and mailed to its stockholders
         an Information Statement on Schedule 14C relating to stockholder
         approval and the following actions: (i) to elect the Company's
         directors; (ii) to amend the Company's Certificate of Incorporation to
         increase the number of authorized shares of the Company's common stock;
         (iii) to cure, ratify and authorize the issuance of the Company's
         common stock issued in excess of the Company's authorized amount; (iv)
         to ratify the assignment of Encore Builders Common Stock; and (v) to
         amend and restate the Company's Certificate of Incorporation. The
         Company's majority stockholder approved these actions and the Company
         filed an Amended and Restated Certificate of Incorporation with the
         Delaware Secretary of State on January 22, 2004, increasing the number
         of shares of common stock authorized from 50 million to 1 billion.

     o   On March 29 2004, the Company formed a wholly-owned subsidiary, Capital
         Solutions. Subsequent to the filing and mailing of an information
         statement on Schedule 14C, the Company's majority stockholder approved
         the merger of Capital Solutions with and into the Company, as described
         in the information statement. Effective May 10, 2004, the Company's
         wholly-owned subsidiary, Capital Solutions, was merged with and into
         the Company, with the Company remaining as the surviving entity. In
         connection with the merger, the Company amended and restated its
         certificate of incorporation to be substantially identical to the
         certificate of incorporation of Capital Solutions then in effect. The
         certificate of designations relating to the Company's preferred stock
         remained unchanged and in full force and effect. As a result of the
         merger, the name of the Company was changed to "Capital Solutions I,
         Inc." Additionally, the number of shares of common stock the Company is
         authorized to issue was increased from 1 billion to 20 billion and the
         number of shares of preferred stock the Company is authorized to issue
         was increased from 10 million to 200 million. The additional 19 billion
         shares of common stock became part of the existing class of common
         stock and, if and when issued, will have the same rights, privileges
         and preferences as the shares of common stock presently issued and

                                       15
<PAGE>
         outstanding and the additional 190 million shares of preferred stock
         became part of the existing class of preferred stock and, if and when
         issued, will have the same rights, privileges and preferences as the
         shares of common stock presently issued and outstanding. The par value
         of the shares of common stock and preferred stock the Company is
         authorized to issue was reduced from $0.001 per share to $0.0000001 per
         share.

     o   Immediately following the effectiveness of the merger, a 1:50 reverse
         stock split became effective. Immediately before the reverse stock
         split there were 61,110,595 shares of common stock issued and
         outstanding. Immediately after the reverse stock split, there were
         1,222,628 shares of common stock issued and outstanding.

     o   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, 2004.

     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 the
Company's common stock. The Company has fulfilled its obligations to Braulio
Gutierrez, but Mr. Gutierrez has yet to deliver stock certificates representing
his shares of the Company's common stock. The transfer agent has put a hold on
this 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

                                       16
<PAGE>
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
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.

     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 has also been exploring alternative financing sources, but has not 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.



                                       17
<PAGE>
     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.
















































                                       18
<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 REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors
Capital Solutions I, Inc.
Coral Gables, Florida


We have audited the accompanying consolidated balance sheet of Capital Solutions
I, Inc. (the "Company") (formerly Vacation Ownership Marketing, Inc.) as of May
31, 2004 and the related consolidated statements of operations, changes in
stockholders' (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 of the Public
Company Accounting Oversight Board (United States). 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 years ended May 31,
2004 and 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 Capital Solutions I,
Inc.(formerly Vacation Ownership Marketing, Inc.). as of May 31, 2004 and 2003
and the results of its operations, changes in stockholders' (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 17, 2004

            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



                                       19
<PAGE>
                            CAPITAL SOLUTIONS I, INC.
                       (FORMERLY VACATION OWNERSHIP, INC.)
                           CONSOLIDATED BALANCE SHEETS
                                  MAY 31, 2004

                                     ASSETS

CURRENT ASSETS                                                         2004
                                                                   -----------

Cash and cash equivalents                                          $    24,222
                                                                   -----------

TOTAL ASSETS                                                       $    24,222
                                                                   ===========

            LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS' (DEFICIT)

CURRENT ASSETS

Accounts payable and accrued expenses                              $   142,673
Debenture payable                                                      400,202
Short-term notes payable and advances                                   88,521
                                                                   -----------

         TOTAL LIABILITIES                                             631,396
                                                                   -----------

TEMPORARY EQUITY                                                             -
                                                                   -----------

STOCKHOLDERS' (DEFICIT)

Preferred stock, $.0000001 par value, 200,000,000 shares
authorized, 2,500,000 issued and outstanding                                 -
Common stock, $0000001 par value, 20,000,000,000
authorized and 1,222,005 shares issued and
outstanding at May 31, 2004
Additional paid-in capital                                             218,814
Accumulated deficit                                                   (825,988)
                                                                   -----------

         TOTAL STOCKHOLDERS' (DEFICIT)                                (607,174)
                                                                   -----------

TOTAL LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS' (DEFICIT)
                                                                 $      24,222
                                                                   ===========




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
























                                       20
<PAGE>
                            CAPITAL SOLUTIONS I, INC.
                  (FORMERLY VACATION OWNERSHIP MARKETING, INC.)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    FOR THE YEARS ENDED MAY 31, 2004 AND 2003

                                                        2004         2003
                                                     ----------   ----------

REVENUES                                             $        -   $        -

COST OF REVENUES                                              -            -
                                                     ----------   ----------

GROSS PROFIT                                                  -            -
                                                     ----------   ----------

OPERATING EXPENSES
Professional fees                                         7,825       12,522
Accounting and audit fees                                17,500       14,000
Stock transfer fees                                       2,204        5,161
Administrative and Other                                  5,715          530
                                                     ----------   ----------
         TOTAL OPERATING EXPENSES                        33,244       32,213
                                                     ----------   ----------

LOSS BEFORE OTHER EXPENSE                               (33,244)     (32,213)
                                                     -----------  -----------

OTHER (EXPENSE)
Interest expense                                        (40,112)     (40,122)
                                                     -----------  -----------
         TOTAL OTHER EXPENSE                            (40,112)     (40,122)
                                                     -----------  -----------

NET LOSS BEFORE PROVISION FOR INCOME TAXES:             (73,356)     (72,335)
Provision for income taxes                                    -            -
                                                     ----------   ----------

NET LOSS APPLICABLE TO COMMON SHARES                 $  (73,356)  $  (72,335)
                                                     ===========  ===========

NET (LOSS) PER BASIC AND DILUTED SHARES
>From continuing operations                           $     (144)  $     (245)
                                                     -----------  -----------

WEIGHTED AVERAGE SHARES OUTSTANDING                         509          295
                                                     ==========   ==========




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






                                       21
<PAGE>
<TABLE>
<CAPTION>
                            CAPITAL SOLUTIONS I, INC.
                       (FORMERLY VACATION OWNERSHIP, INC.)
                           CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' (DEFICIT)
                    FOR THE YEARS ENDED MAY 31, 2004 AND 2003

                                                                                                             ADDITIONAL
                                                 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, 2002                    2,500,000    $   2,500        770,000    $   770     $ 56,303    $(680,297)    $(620,724)

Reclassification of shares to permanent
stockholders' (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)

Reclassification of temporary shares to
permanent stockholders' (deficit)                 -            -     11,110,595     11,111       11,529            -        22,640

Conversion of liability to equity                 -            -             -           -       36,285            -        36,285

Reverse stock split 1:50 and change in par
values                                            -       (2,500)   (59,888,590)   (61,111)      63,611            -             -

Net Loss                                          -            -              -          -            -      (73,356)      (73,356)
                                          ---------    ---------     ----------    --------    --------    ----------    ----------

BALANCE - MAY 31, 2004                    2,500,000    $       -      1,222,005    $     -     $218,814    $(825,988)    $(607,174)
                                          =========    =========     ==========    ========    ========    ==========    ==========
</TABLE>





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

















                                       22
<PAGE>
<TABLE>
<CAPTION>
                            CAPITAL SOLUTIONS I, INC.
                       (FORMERLY VACATION OWNERSHIP, INC.)
                    STATEMENT OF CHANGES IN TEMPORARY EQUITY
                    FOR THE YEARS ENDED MAY 31, 2004 AND 2003

                                                                                                ADDITIONAL
                                             PREFERRED STOCK              COMMON STOCK            PAID-IN
                                            SHARES      AMOUNT        SHARES        AMOUNT        CAPITAL         TOTAL
                                           --------   ---------    ------------   ----------    ----------    ------------

<S>                                        <C>        <C>           <C>           <C>            <C>          <C>
BALANCE - MAY 31, 2002                            -   $       -     60,340,595    $  60,341      $ 62,615     $   122,956

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

Net Loss                                          -           -              -            -             -               -
                                           --------   ---------    ------------   ----------    ----------    ------------

BALANCE - MAY 31, 2003                            -   $       -     11,110,595    $  11,111      $ 11,529     $    22,640

Reclassification of temporary shares to
permanent stockholders' (deficit)                 -           -    (11,110,595)     (11,111)      (11,529)        (22,640)

Conversion of liability to equity                 -           -              -            -             -               -
                                           --------   ---------    ------------   ----------    ----------    ------------

BALANCE - MAY 31, 2004                            -   $       -    $         -    $       -      $      -     $         -
                                           ========   =========    ============   ==========    ==========    ============
</TABLE>









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
















                                       23
<PAGE>
                            CAPITAL SOLUTIONS I, INC.
                  (FORMERLY VACATION OWNERSHIP MARKETING, INC.)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                    FOR THE YEARS ENDED MAY 31, 2004 AND 2003

                                                             2004        2003
                                                          ----------  ----------

CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss                                                  $ (73,356)  $ (72,335)
                                                          ----------  ----------

Adjustments to reconcile net loss to net cash
(used in) operating activities:

Changes in assets and liabilities
Increase in accounts payable and accrued expenses            38,112       6,771
                                                          ---------   ---------
         Total adjustments                                   38,112       6,771
                                                          ---------   ---------

         Net cash (used in) operating activities            (35,244)    (65,564)
                                                          ----------  ----------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short-term notes payable and advances - Net    58,821      65,985
                                                          ---------   ---------
         Net cash provided by financing activities           58,821      65,985
                                                          ---------   ---------

NET INCREASE IN CASH AND CASH EQUIVALENTS                    23,577         421

CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR                   645         224
                                                          ---------   ---------

CASH AND CASH EQUIVALENTS - END OF YEAR                   $  24,222   $     645
                                                          =========   =========

SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITY:
Conversion of liability to equity                         $  36,285   $       -
                                                          =========   =========




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













                                       24
<PAGE>
                            CAPITAL SOLUTIONS I, INC.
                  (FORMERLY VACATION OWNERSHIP MARKETING, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              MAY 31, 2004 AND 2003



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

         Capital Solutions I, Inc., "CSI" (formerly Vacation Ownership
         Marketing, Inc.) (the "Company"), was incorporated in Delaware as
         Magnum Communications Corp in 1969 and changed its name to Vacation
         Ownership Marketing, Inc. in 1980. Coinciding with the name change, the
         Company changed its business to the of development and marketing of
         time-shared condominiums which it continued until 1983. During that
         year, the Company experienced financial difficulties and encountered
         adverse litigation. From 1983 until August 29, 2001, the Company was
         not engaged in any business. The Company's charter was renewed on May
         7, 2000. The Company changed names to its present name on May 10, 2004.

         On January 21, 2004, the Company took the following actions in lieu of
         an annual meeting of the stockholders pursuant to Section 228 of the
         Delaware General Corporation Law: re-election of directors; increase of
         its authorized common stock from 50 million to 1 billion shares; the
         ratification of the issuance of common stock; the ratification of the
         assignment of Encore Builders common stock; and the approval of the
         Amended and Restated Articles of Incorporation. An Amended and Restated
         Certificate of Incorporation was filed with the Delaware Secretary of
         State on January 22, 2004.

         As of May 10, 2004, a wholly-owned subsidiary of the Company, Capital
         Solutions I, Inc. ("Capital Solutions") merged with and into the
         Company, with the Company remaining as the surviving entity . As a
         result of the merger. the Company changed its name to "Capital
         Solutions I, Inc." Immediately following the merger, a 1:50 reverse
         stock split of the Company's common stock became effective. The stock
         split decreased the issued and outstanding common stock from 61,110,595
         to 1,222,005. Capital Solutions had no assets or liabilities. After the
         consummation of the merger, Capital Solutions ceased to exist.
         Additionally, pursuant to the merger, the authorized shares of common
         stock increased from 1 billion to 20 billion and the authorized shares
         of preferred stock increased from 10 million to 200 million. The par
         value of the common stock and preferred stock authorized was reduced
         from $.001 par value per share to $.0000001 par value per share. The
         Company does not believe the merger will have any effect on the Company
         or its finances other than the amendment and restatement of the
         Company's Certificate of Incorporation. An Amended and Restated
         Certificate of Incorporation was filed with the Delaware Secretary of
         State on May 6, 2004.

         Principles of Consolidation
         ---------------------------

         The consolidated financial statements for 2004 and 2003 include the
         accounts of the Company and all of its wholly-owned subsidiaries. All
         significant intercompany accounts and transactions have been eliminated
         in consolidation.


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.



                                       25
<PAGE>
         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.

         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
         ----------------------------

         The Company records its transactions under the accrual method of
         accounting whereby income gets recognized when the services are
         rendered and collection is reasonably assured.

         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.

         Earnings (Loss) Per Share of Common Stock
         -----------------------------------------

         Historical net income (loss) per common share is computed using the
         weighted average number of CSI Common Stock outstanding. Diluted
         earnings per share (EPS) includes additional dilution from CSI Common
         Stock equivalents, such as stock issuable pursuant to the exercise of
         stock options and warrants. CSI 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.



                                       26
<PAGE>
         Earnings (Loss) Per Share of Common Stock (Continued)
         -----------------------------------------------------

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

                                                      2004            2003
                                                 -------------   -------------
         Net loss                                $     (73,356)  $     (72,335)

         Weighted-average common shares
         Outstanding                                       509             295

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

         Weighted-average common shares
         Outstanding (Diluted)                             509             295
                                                 =============   =============

         There are no options and warrants outstanding to purchase stock at May
         31, 2004 and 2003.


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

         The following represents the Company's accounts payable and accrued
         expenses at May 31, 2004 and 2003:

                                                      2004            2003
                                                 -------------   -------------

         Professional fees                       $      52,742   $       38540
         Accrued interest on debentures                 89,931          66,021
                                                 $     142,673   $     104,561
                                                 =============   =============

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

         The Company has outstanding convertible debentures at May 31, 2004 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. These
         debentures are in default and are classified as a current liability.

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

         The Company had reflected on its condensed balance sheet a temporary
         equity account for the issuance of the Company's common stock issued
         above their prior authorized limit of 50,000,000 shares. The Company,
         during the fiscal year ended May 31, 2002, issued 60,340,595 common
         shares that had 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 had 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 at that time. The


                                       27
<PAGE>
         Company had reclassified the corresponding amounts from permanent
         equity (deficit) accordingly as of May 31, 2002.

         On January 21, 2004, in lieu of an annual meeting of the stockholders
         the Company's majority stockholder approved the increase of the
         authorized common stock of the Company to 1,000,000,000 shares. With
         the increasing of the authorized shares, the Company transferred the
         11,110,595 shares in temporary equity to permanent stockholders'
         equity. As of February 29, 2004, there are no amounts in temporary
         equity.

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

         At May 31, 2004 and 2003, the Company had two classes of stock,
         preferred and common stock, each having a par value of $.0000001. The
         2003 amounts have been retroactively restated.

         Preferred Stock
         ---------------

         On May 10, 2004, the Company increased its authorized shares of
         preferred stock to 200,000,000 from 10,000,000. The par value was
         decreased from $.001 to $.0000001 per share.

         Common Stock
         ------------

         On January 21, 2004, in lieu of an annual meeting of the stockholders
         the Company's majority stockholder approved the increase of the
         authorized common stock of the Company to 1,000,000,000 shares. With
         the increasing of the authorized shares and the passing of time
         statutes, the Company transferred the 11,110,522 shares in temporary
         equity to permanent stockholders' equity. As of May 31, 2004, there are
         no amounts in temporary equity.

         On May 10, 2004, a 1:50 reverse stock split of the Company's common
         stock became effective. This stock split decreased the issued shares
         from 50,000,000 to 1,222,005. Additionally, the authorized shares of
         common stock increased from 1,000,000,000 to 20,000,000,000. The par
         value was decreased from $.001 to $.0000001 per share.

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

         The Company did not provide for income taxes in the years ended May 31,
         2004 and 2003. 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, 2004 and 2003, the deferred tax assets consists of the
         following:

                                                        2004          2003
                                                    -----------   -----------

         Deferred taxes due o net operating loss
         carryforwards                              $  289,000    $   269,000

         Less:  Valuation allowance                   (289,000)      (269,000)

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


                                       28
<PAGE>
NOTE 8-  SHORT-TERM NOTES PAYABLE AND ADVANCES
         -------------------------------------

         During the year ended May 31, 2004, the Company has received a total of
         $53,974 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,
         2004 and 2003, the Company has accrued interest of $16,202 and $8,106
         on these obligations (See Note 12).

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

         As shown in the accompanying consolidated financial statements the
         Company incurred net operating losses for the years ended May 31, 2004
         and 2003. 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.

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- RELATED PARTY TRANSACTIONS
         --------------------------

         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, 2004, the Company has outstanding amounts due
         its affiliates of $88,521. Of this amount $33,000 is due National
         Residential Properties, Inc., $54,221 is due Prime Rate Investors,
         Inc., and $24,700 is due Genesis Capital Corporation of Nevada. In
         addition, the Company is due from Newscreen Broadcasting, Inc. (an
         affiliated company) $23,400.











                                       29
<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. The Company's
Chief Executive Officer and Chief Financial Officer believes that, as of the end
of the period covered by this report, the Company's disclosure controls and
procedures are effective to ensure that information required to be disclosed by
the Company in the reports that it filed or submits under the Exchange Act is
recorded, processed, summarized and reported, within the required time periods.
Further, the company believes that, given its size, an extensive disclosure
controls and procedures system is not necessary

         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. The Company has no standing audit committee. Because the Company has
no standing audit committee it does not have an audit committee financial expert
serving on the audit committee.



Name                   Age      Present Principal Occupation or Employment
----                   ---      ------------------------------------------

Christopher Astrom      32      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.



                                       30
<PAGE>
Name                   Age      Present Principal Occupation or Employment
----                   ---      ------------------------------------------

Richard Astrom          57      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.

Executive Officers

         The following individuals were serving as executive officers of the
Company on August [ ], 2004:

Name                   Age      Present Principal Occupation or Employment
----                   ---      ------------------------------------------

Christopher Astrom      32      President, Chief Executive Officer and Chief
                                Financial Officer

Richard Astrom          57      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 ten percent beneficial owners to file reports of
ownership and changes in ownership of their equity securities of the Company
with the SEC and to furnish the Company with copies of such reports. Based
solely upon its review of the copies of such reports received by it, the Company
believes that, during the fiscal year ended 2004, all directors, executive
officers and ten percent beneficial owners complied with such filing
requirements.

     Code of Ethics

         The Company has not yet adopted a code of ethics that applies to its
principal executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions. The Company's
two directors, Richard and Christopher Astrom, have chosen not to adopt such a
code of ethics because they are also the Company's principal executive officer
and principal financial officer, and also the Company's only two employees.

ITEM 10. EXECUTIVE COMPENSATION SUMMARY COMPENSATION TABLE

                                                         LONG-TERM COMPENSATION
                                      SALARY     BONUS           AWARDS:
                                          ANNUAL         SECURITIES UNDERLYING
NAME AND PRINCIPAL POSITION  YEAR     COMPENSATION(1)            OPTIONS

Christopher Astrom, Chief    2004        $0         $0             $0
Executive Officer and        2003       -- (5)     --             --
Chief Financial Officer(2)   2002   $25,000(4)     --             --

Richard Astrom, Secretary(3) 2004        $0         $0             $0
                             2003       -- (5)     --             --
                             2002       --         --             --
-------------
(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.

                                       31
<PAGE>
(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 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 benefited 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, 2004.

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 common stock as of August
31, 2004 by:

         o    each person known by the Company to beneficially own more than 5%
              of the outstanding common stock;

         o    each of the Company's named executive officers;

         o    each of the Company's directors; and

         o    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 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 Capital Solutions I, 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
common stock shown as beneficially owned by them. The number of shares of common
stock outstanding used in calculating the percentage for each listed person
includes the shares of common stock underlying options held by such persons that
are exercisable within 60 days of September 13, 2004, but excludes shares of
common stock underlying options held by any other person. The number of shares
of common stock outstanding as of September 13, 2004 was 251,222,628. Except as
noted otherwise, the amounts reflected below are based upon information provided
to the Company and filings with the SEC.
<TABLE>
<CAPTION>
                                                                              NUMBER(1)          PERCENT
                                                                           ------------         ---------
NAME AND BENEFICIAL OWNER                                                     SHARES BENEFICIALLY OWNED
-------------------------------------------------------------------        ------------------------------
<S>                <C>                                                     <C>                    <C>
Christopher Astrom (2).............................................        105,005,550            40.98%
Richard Astrom (3).................................................        150,000,000            59.71%
All directors and executive officers as a group (2 persons)........        255,005,550            99.52%
</TABLE>

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<PAGE>
------------
(1)    On May 11, 2004, the Company effected a 1:50 reverse stock split (the
       "Stock Split"). The amount of securities beneficially owned being
       reported hereby reflects the Stock Split.

(2)    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.

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

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         None.

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               Amended and Restated Certificate of Incorporation of the
                  Company (previously filed as Appendix A to Definitive
                  Information Statement on Schedule 14C filed April 1, 2004).

3.2               Certificate of Amendment to Certificate of Incorporation of
                  the Company

3.3               Bylaws of the Company (previously filed as Exhibit 3.2 to Form
                  10-KSB filed January 14, 2004).

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.

                                       34
<PAGE>
     (B) Reports on Form 8-K.

         None.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

     Audit and Non-Audit Fees

     Aggregate fees for professional services rendered for the Company by
Bagell, Josephs & Company, L.L.C for the fiscal years ended May 31, 2004 and
2003 are set forth below. The aggregate fees included in the Audit category are
fees billed for the fiscal years for the audit of the Company's annual financial
statements and review of financial statements and statutory and regulatory
filings or engagements. The aggregate fees included in each of the other
categories are fees billed in the fiscal years. (All references to "$" in this
Proxy Statement are to United States dollars.)

                          Fiscal Year Ending         Fiscal Year Ending
                             May 31, 2004               May 31, 2003

Audit Fees                       $7,000                     $7,000

Audit-Related Fees              $10,500                     $6,000

Tax Fees                             $0                     $1,000

All Other Fees                       $0                         $0
                              ----------                  ----------

Total                           $17,500                    $14,000



         Audit Fees for the fiscal years ended May 31, 2004 and 2003 were for
professional services rendered for the audits of the consolidated financial
statements of the Company, quarterly review of the financial statements included
in Quarterly Reports on Form 10-QSB, consents, and other assistance required to
complete the year end audit of the consolidated financial statements.

         Audit-Related Fees as of the fiscal years ended May 31, 2004 and 2003
were for assurance and related services reasonably related to the performance of
the audit or review of financial statements and not reported under the caption
Audit Fees.

         Tax Fees as of the fiscal years ended May 31, 2004 and 2003 were for
professional services related to tax compliance, tax authority audit support and
tax planning.

         There were no fees that were classified as All Other Fees as of the
fiscal years ended May 31, 2004 and 2003.

         As the Company does not have a formal audit committee, the services
described above were not approved by the audit committee under the de minimus
exception provided by Rule 2-01(c)(7)(i)(C) under Regulation S-X. Further, as
the Company does not have a formal audit committee, the Company does not have
audit committee pre-approval policies and procedures.



                                       35
<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.

                                   CAPITAL SOLUTIONS I, INC.

                                   /s/ CHRISTOPHER ASTROM
                                   -------------------------
                                   By:  Christopher Astrom
                                   CHIEF EXECUTIVE OFFICER
                                   CHIEF FINANCIAL OFFICER
                                   Date:  September 14, 2004

         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
                                   Director
                                   Date:  September 14, 2004


                                   /s/ RICHARD ASTROM
                                   -------------------------
                                   By:  Richard Astrom
                                   Director
                                   Date:  September 14, 2004






























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