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

                                  FORM 10-KSB/A
                                (Amendment No. 1)

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                     FOR THE FISCAL YEAR ENDED MAY 31, 2005

                         Commission file number: 0-9879

                            CAPITAL SOLUTIONS I, INC.
           (name of small business issuer as specified in its charter)

           Delaware                                       13-2648442
(State or other jurisdiction                   (IRS Employee Identification No.)
of incorporation or organization)

                            6915 RED ROAD, SUITE #222
                           CORAL GABLES, FLORIDA 33143
                                 (305) 666-6565
                    (Address of principal executive offices)

          Issuer's telephone number, including area code: (305)666-6565

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
                        COMMON STOCK, $.0000001 PAR VALUE

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes  [X]                                                            No  [ ]

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

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















<PAGE>
Aggregate market value of the voting stock held by non-affiliates of the
registrant as of August 31, 2005. $9,080,713.00

Number of outstanding shares of the registrant's par value $.0000001 common
stock, as of August 31, 2005. 78,366,672

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None

Transitional Small Business Disclosure Format (Check One):

         Yes [ ]                No [X]














































                                        2
<PAGE>
                            CAPITAL SOLUTIONS I, INC.
                                   FORM 10-KSB
                                      INDEX

                                                                            Page
                                     Part I
Item 1.  Business...........................................................  4

Item 2.  Description of Property............................................ 12

Item 3.  Legal Proceedings.................................................. 12

Item 4.  Submission of Matters to a Vote of Security Holders................ 12

                                     Part II

Item 5.  Market for Registrant's Common Equity and
                  Related Stockholder Matters............................... 13

Item 6.  Management's Discussion and Analysis............................... 15

Item 7.  Financial Statements and Supplementary Data........................ 18

Item 8.  Changes in and Disagreements with Accountants
                  on Accounting and Financial Disclosure.................... 18

Item 8A.  Controls and Procedures........................................... 18

                                    Part III

Item 9.  Directors, Executive Officers, Promoters and
                  Control Persons; Compliance with Section 16(a)
                  of the Exchange Act....................................... 19

Item 10. Executive Compensation............................................. 20

Item 11. Security Ownership of Certain Beneficial Owners
                  and Management............................................ 22

Item 12. Certain Relationships and Related Transactions..................... 22

Item 13. Exhibits........................................................... 23

tem 14.  Principal Accountant fees and services............................. 24

Signatures.................................................................. 26













                                        3
<PAGE>
                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

         HISTORICAL 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.
Coinciding with the name change, the Company changed its business to the
development and marketing of time-shared condominiums which it continued until
1983. From 1983 until August 29, 2001, the Company was not engaged in any
business. On August 29, 2001, 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 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; the Company increased its
authorized common stock from 50,000,000 to 1,000,000,000 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 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") was 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, the Company engaged in a 1:50 reverse stock split of its
common stock. The stock split decreased the Company's issued and outstanding
common stock from 61,110,595 to 1,222,628 and Capital Solutions was dissolved.
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




















                                        4
<PAGE>
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.

         On July 29, 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 agreed to 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.

         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 Cornell 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.





















                                       5
<PAGE>
         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. Under the SEDA, the Company is prohibited from issuing
shares to Cornell which would cause Cornell to own in excess of 4.99% of the
Company's then-outstanding shares of common stock. The Company has neither filed
a registration statement to register the resale of securities issued to Cornell
pursuant to the Equity Line of Credit, nor has it issued any additional shares
to Cornell pursuant to the SEDA.

         On April 26, 2005, the Company issued 100 million and 50 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 May 26, 2005, Capital Solutions I, Inc. (the "Company") consummated
the acquisition of Bedrock Holdings, Inc. ("Bedrock") pursuant to that certain
Share-For-Share Exchange Agreement dated May 5, 2005 by and among the Company,
Bedrock and the Bedrock Shareholders. The principals of Bedrock are experienced
in the areas of capital investments and markets. The Company anticipates that
the experience of the Bedrock principals will be valuable in completing the
proposed transaction with Victory Petroleum, Inc. and obtaining necessary
funding for the completion of such transaction. In a short-form merger
consummated on June 22, 2005, Bedrock was merged with and into the Company.

ENCORE BUILDERS

         Encore Builders, the Company's former wholly-owned subsidiary, was
engaged in the construction of the Conquistador Plaza




















                                        6
<PAGE>
Apartments in Miami, Florida, pursuant to a lump sum construction contract with
Conquistador Plaza, dated January 30, 2001.

         Encore Builders did not complete construction of the project.
Accordingly, Conquistador Plaza declared Encore Builders, Inc. in default of its
construction contract. In light of their dispute, 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. Braulio Gutierrez agreed to assign to
the Company his shares of the Company's common stock. The Company has fulfilled
its obligations to Braulio Gutierrez, but initially Mr. Gutierrez failed to
deliver stock certificates representing his shares of the Company's common
stock. The transfer agent then put a hold on Mr. Gutierrez' common stock until
the matter was resolved. The matter was resolved and Mr. Gutierrez returned his
stock to the Company. As a result of the separation of Encore Builders from the
Company, other issues may arise. For example, it is possible that approval from
the Company's stockholders was required in order to assign the Encore Builders
Common Stock to Braulio Gutierrez. If so, the transaction could be challenged by
the Company's stockholders who could seek to undo the transaction and compel the
Company to obtain the assigned Encore Builders Common Stock. It is, however,
unclear given its value whether the Encore Builders Common Stock is worth any
legal expense. If the Company's stockholders did file a derivative suit on
behalf of the Company, the Company would also have to bear the costs of such a
suit. Any such action could have a substantial impact on the Company's
liquidity, and as the Company currently has no revenues, could substantially and
negatively impact the Company's capital resources.

         On April 1, 2002, Encore Builders filed a mechanic's lien against
Conquistador Plaza, in the amount of $504,000, and Conquistador Plaza asserted a
claim against Encore Builders for liquidated damages. On August 26, 2003, the
parties stipulated for a full settlement of all claims that existed amongst
them. As part of the settlement, $55,000 was to be paid for the benefit of
Encore Builders and $50,000 was to be paid to Mountbatten Surety Company, Inc.
In addition, Mr. Gutierrez returned his stock to the Company.






















                                        7
<PAGE>
         The Company has, and will continue to have, little or no capital with
which to provide the owners of business opportunities 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 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.

         THE MARKET

         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.




















                                        8
<PAGE>
         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.

         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. If the Company is successful in
completing the acquisition of Victory Petroleum, Inc. as further described in
the Recent Developments section herein, the Company anticipates the hiring of
numerous employees, and the retention of numerous existing employees of Victory
Petroleum. Other than the shares issued August 24, 2004 and April 26, 2005,
neither Christopher Astrom nor Richard Astrom directly received compensation for
employment during the fiscal year ended May 31, 2005.

         RECENT DEVELOPMENTS

         On June 1, 2005, the Company changed the transfer agent for our shares
of beneficial interest from Corporate Stock Transfer, 3200 Cherry Creek Drive
South, Suite 430, Denver, CO 80209 to 1st Global Stock Transfer, LLC, 7361
Prairie Falcon Road, Suite 110, Las Vegas, NV 89128. 1st Global now serves as
our transfer agent.

         On June 15, 2005, the Company entered into a letter of intent ("LOI")
to acquire Victory Petroleum, Inc., a Florida corporation and 27 affiliated
entities (collectively, "Victory"). The LOI was subsequently amended to extend
the deadline for the execution of definitive agreements until August 15, 2005.
The LOI was again amended extending the deadline for the execution of definitive
agreements until September 30, 2005.

         On June 17, 2005, 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: the Company decreased its authorized common stock from
2,000,000,000 to 900,000,000 shares; decreased its authorized preferred stock
from 200,000,000 to 20,000,000; engaged in a 1:10 reverse stock split of its
common stock, decreasing the Company's issued and outstanding common stock from
783,667,072 to 78,366,672; and the




















                                        9
<PAGE>
approval of the Amended and Restated Articles of Incorporation. An amended and
Restated Certificate of Incorporation was filed with the Secretary of State on
June 17, 2005.

         On July 19, 2005, the Company entered into an Anti-Dilution Agreement
with Christopher Astrom and Richard Astrom whereby Messrs. Astrom are guaranteed
that their stock ownership percentage in the Company will not drop below 51%

                                  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 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

         The Company expects its purpose will include locating and consummating
a merger or acquisition with a private entity. The



















                                       10
<PAGE>
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.

OTHER RISKS

THE COMPANY'S STOCK PRICE HAS DECLINED AND THE STOCK IS THINLY TRADED

         The trading price of the Company's common stock has declined
significantly since approximately October 2001. Although the stock price
recovered for a short period of time after the June, 2005 reverse split, it has
since declined again. The market for the Company's common stock is without
significant volume 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.






















                                       11
<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 2006. 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.

         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 June 17, 2005 the Company filed an information statement on Schedule
14C with the SEC relating to the following items:

         - Shareholders' approval of an amendment to the Company's amended
Certificate of Incorporation reflecting:

         (a) a reverse split of the Company's Common Stock on a one (1) share
for ten (10) shares basis, effective June 17, 2005, and
         (b) an adjustment in the total authorized capital stock to 920,000,000
shares, of which 900,000,000 will be classified as common stock, par value
$0.0000001 per share, and 20,000,000 will be classified as Preferred Stock, par
value $0.0000001 per share, issuable in series with such powers, designations,
preferences and relative, participating, optional or other specific rights, and
qualifications, limitations or restrictions thereof,

















                                       12
<PAGE>
as the Board may fix from time to time by resolution or resolutions.

         On June 6, 2005 shareholders owning in the aggregate 400,005,550 shares
of Common Stock or approximately 51.4% of the then issued and outstanding Common
Stock consented in writing to the matters described herein. As a result, these
matters were approved by the majority required by law and no further votes were
needed.

         The Company filed an amendment to its Certificate of Incorporation
incorporating the changes disclosed in the information statement with the
Delaware Secretary of State on June 17, 2005. 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 CSON.OB. 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.

QUARTERLY PERIOD                             LOW               HIGH (1)

First Quarter 2004...................       $.002               $.000
Second Quarter 2004..................       $.003               $.001
Third Quarter 2004...................       $.006               $.001
Fourth Quarter 2004   ...............       $.250               $.001

First Quarter 2005...................       $.02                $.08
Second Quarter 2005..................       $.02                $.10
Third Quarter 2005...................       $.065               $.18
Fourth Quarter 2005..................       $.06                $.20
--------------------
(1) The quotations reflect inter-dealer prices, without retail mark-up,
mark-down or commission, and may not represent actual transactions.

         HOLDERS


















                                       13
<PAGE>
         As of August 30, 2005, there were approximately 200 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 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.




















                                       14
<PAGE>
         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 OPERTIONS

GENERAL

         The following presentation of management's discussion and analysis of
the Company's financial condition and results of operations should be read in
conjunction with the Company's consolidated financial statements, the
accompanying notes thereto and other financial information appearing elsewhere
in this report. This section and other parts of this report contain
forward-looking statements that involve risks and uncertainties. The Company's
actual results may differ significantly from the results discussed in the
forward-looking statements. Factors that might cause such a difference include,
but are not limited to, those discussed in the section entitled "Management's
Discussion and Analysis of Financial Condition and Results of Operations-Factors
Affecting Operating Results and Market Price of Stock" commencing on page 7.

OVERVIEW

         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
development and marketing of time-shared condominiums which it continued until
1983. From 1983 until August 29, 2001, the Company was not engaged in any
business. On August 29, 2001, the Company acquired Encore Builders, Inc., 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 changed names to its present name on May 10, 2004.

SUMMARY OF RESULTS






















                                       15
<PAGE>
Following is a summary of the Company's operations for the years ended May 31,
2005 and 2004:

                                                2005           2004
                                              --------       --------

Other income                                 $       0      $       0
General and administrative expenses          $ 257,913      $  33,244
Interest Expense                             $  32,016      $  40,112
                                              -----------------------

Net Income (Loss)                            ($289,929)      ($73,356)


CONTINUING OPERATIONS, LIQUIDITY AND CAPITAL RESOURCES

         The Company does not have any ongoing business operations or revenue
sources. Accordingly, the Company's remaining operations will be limited to
business combination with an existing business.

         The Board of Directors of the Company has determined that, subject to
stockholder approval, the best course of action for the Company is to complete a
business combination with an existing business.

         The Company has limited liquidity or capital resources. In the event
that the Company cannot complete a merger or acquisition and cannot obtain
capital needs for ongoing expenses, including expenses related to maintaining
compliance with the Securities laws and filing requirements of the Securities
Exchange Act of 1934, the Company could be forced to cease operations.


         PLAN OF OPERATIONS

         The Company currently plans to satisfy its cash requirements for the
next 12 months by borrowing from affiliated company's with common ownership or
control and believes it can satisfy its cash requirements so long as it is able
to obtain financing from these affiliated companies. The Company currently
expects that money borrowed 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 as of yet. The Company currently has no plans to conduct any research


















                                       16
<PAGE>
and development, to purchase or sell any significant equipment or to make any
significant changes in its number of employees.

         On June 15, 2005, the Company entered into a letter of intent ("LOI")
to acquire Victory Petroleum, Inc., a Florida corporation and 27 affiliated
entities (collectively, "Victory"). The LOI was subsequently amended to extend
the deadline for the execution of definitive agreements until August 15, 2005.
The LOI was again amended extending the deadline for the execution of definitive
agreements until September 30, 2005. Draft definitive agreements have been
prepared and are being reviewed by counsel for the Company's.

            Subject to the satisfaction of all conditions precedent contained in
the Purchase Agreement(s), the Company will acquire ownership of twenty seven
(27) parcels of real property and buildings and improvements thereon, and
existing lease agreements associated therewith, and Victory Petroleum, Inc.,
constituting its petroleum distributorship business all of which are located in
South Florida.

         The aggregate purchase price for the transaction shall be approximately
forty six million dollars ($46,000,000.00), subject to numerous adjustments. The
transaction will be subject to the completion of due diligence and other
customary closing conditions. Victory has been in the business of distributing
gasoline for Exxon petroleum for five (5) years and more recently for Chevron
and Texaco, in the South Florida area. Victory supplies fifty (50) gas stations
and last year the Company distributed approximately fifty million (50,000,000)
gallons of gasoline. There is no assurance this transaction will be completed.

         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.



















                                       17
<PAGE>
ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


















                            CAPITAL SOLUTIONS I, INC.

                        CONSOLIDATED FINANCIAL STATEMENTS

                    FOR THE YEARS ENDED MAY 31, 2005 AND 2004




































<PAGE>
                            CAPITAL SOLUTIONS I, INC.
                        CONSOLIDATED FINANCIAL STATEMENTS
                    FOR THE YEARS ENDED MAY 31, 2005 AND 2004


                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



                                                                         PAGE(S)

AUDITED CONSOLIDATED FINANCIAL STATEMENTS

     Report of Independent Registered Public Accounting Firm               1

     Balance Sheets as of May 31, 2005 and 2004                            2

     Statements of Operations for the Years Ended May 31, 2005
        and 2004                                                           3

     Statement of Changes in Stockholders' (Deficit) for the
       Years Ended May 31, 2005 and 2004                                   4

     Statement of Changes in Temporary Equity for the Years Ended
          May 31, 2005 and 2004                                            5

     Statements of Cash Flows for the Years Ended May 31, 2005
        and 2004                                                         6 - 7

     Notes to Consolidated Financial Statements                          8 - 17






























<PAGE>
                    BAGELL, JOSEPHS, LEVINE & 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 sheets of Capital
Solutions I, Inc. (the "Company") as of May 31, 2005 and 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,
2005 and 2004 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., as of May 31, 2005 and 2004 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.

BAGELL, JOSEPHS, LEVINE & COMPANY, L.L.C.
BAGELL, JOSEPHS, LEVINE & COMPANY, L.L.C.
Certified Public Accountants
Gibbsboro, New Jersey
August 4, 2005


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

<PAGE>
                            CAPITAL SOLUTIONS I, INC.
                           CONSOLIDATED BALANCE SHEETS
                              MAY 31, 2005 AND 2004

                                     ASSETS

<TABLE>
<CAPTION>
                                                                           2005               2004
                                                                     -----------------   ----------------
<S>                                                                  <C>                 <C>
CURRENT ASSETS
   Cash and cash equivalents                                          $           137     $       24,222
                                                                     -----------------   ----------------

             TOTAL CURRENT ASSETS                                                 137             24,222
                                                                     -----------------   ----------------

FIXED ASSETS, NET                                                                  26                  -

OTHER ASSETS
   Goodwill                                                                    91,970                  -
                                                                     -----------------   ----------------

             TOTAL OTHER ASSETS                                                91,970                  -
                                                                     -----------------   ----------------

TOTAL ASSETS                                                          $        92,133     $       24,222
                                                                     =================   ================


           LIABILITIES AND STOCKHOLDERS' (DEFICIT)


CURRENT LIABILITIES
   Accounts payable and accrued expenses                              $       184,189     $      142,673
   Debentures payable                                                         400,202            400,202
   Short-term notes payable and advances                                       86,468             88,521
   Lines of credit                                                             64,777                  -
                                                                     -----------------   ----------------

             TOTAL CURRENT LIABILITIES                                        735,636            631,396
                                                                     -----------------   ----------------

STOCKHOLDERS' (DEFICIT)
   Preferred stock, $.0000001 par value, 200,000,000 shares
    authorized, 50,000 issued and outstanding as of
    May 31, 2005 and 2004                                                           -                  -
   Common stock, $0000001 par value, 20,000,000,000 shares
     authorized and 783,667,072 and 1,222,628 shares issued
     and outstanding at May 31, 2005 and May 31, 2004                              78                  -
   Additional paid-in capital                                                 472,336            218,814
   Accumulated deficit                                                     (1,115,917)          (825,988)
                                                                     -----------------   ----------------

             TOTAL STOCKHOLDERS' (DEFICIT)                                   (643,503)          (607,174)
                                                                     -----------------   ----------------

TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)                         $        92,133     $       24,222
                                                                     =================   ================
</TABLE>

        The accompanying notes are an integral part of these consolidated
                              financial statements.
                                       -2-
<PAGE>
                            CAPITAL SOLUTIONS I, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    FOR THE YEARS ENDED MAY 31, 2005 AND 2004

<TABLE>
<CAPTION>
                                                     2005                  2004
                                               ------------------    ------------------
<S>                                             <C>                   <C>
REVENUES                                        $              -      $              -

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

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

OPERATING EXPENSES
   Professional fees and consulting                      230,000                 7,825
   Accounting and audit fees                              14,500                17,500
   Stock transfer fees                                     3,320                 2,204
   Administrative and other                               10,093                 5,715
                                               ------------------    ------------------
               TOTAL OPERATING EXPENSES                  257,913                33,244
                                               ------------------    ------------------

LOSS BEFORE OTHER EXPENSE                               (257,913)              (33,244)
                                               ------------------    ------------------

OTHER (EXPENSE)
   Interest expense                                      (32,016)              (40,112)
                                               ------------------    ------------------
               TOTAL OTHER EXPENSE                       (32,016)              (40,112)
                                               ------------------    ------------------

NET LOSS BEFORE PROVISION FOR INCOME TAXES:             (289,929)              (73,356)
   Provision for income taxes                                  -                     -
                                               ------------------    ------------------

NET LOSS APPLICABLE TO COMMON SHARES            $       (289,929)     $        (73,356)
                                               ==================    ==================

NET LOSS PER BASIC AND DILUTED SHARES
   From continuing operations                   $        (0.0017)     $           (144)
                                               ==================    ==================


WEIGHTED AVERAGE SHARES OUTSTANDING                  167,472,348                   509
                                               ==================    ==================
</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements.
                                       -3-
<PAGE>
                            CAPITAL SOLUTIONS I, INC.
          CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' (DEFICIT)
                    FOR THE YEARS ENDED MAY 31, 2005 AND 2004


<TABLE>
<CAPTION>
                                                                                             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, 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    (2,450,000)    (2,500)  (59,887,967)   (61,111)      63,611             -            -
     par values
   Net loss                                                                                                  (73,356)     (73,356)
                                        --------------- ---------- ------------- ---------- ------------ ------------- ------------

BALANCE - MAY 31, 2004                         50,000   $      -     1,222,628   $      -   $  218,814   $  (825,988)  $ (607,174)
                                        --------------- ---------- ------------- ---------- ------------ ------------- ------------

  Issuance of common stock to officers               -          -   250,000,000         25       49,975             -       50,000

  Issuance of common stock to consultants            -          -    38,000,000          4        7,596             -        7,600

  Issuance of common stock for services              -          -   150,000,000         15      134,985             -      135,000

  Issuance of common stock for legal services        -          -    44,444,444          4       39,996             -       40,000

  Issuance of common stock for acquisition
       of subsidiary                                 -          -   300,000,000         30       20,970             -       21,000

   Net loss                                          -          -             -          -            -      (289,929)    (289,929)
                                        --------------- ---------- ------------- ---------- ------------ ------------- ------------

BALANCE - MAY 31, 2005                         50,000   $      -   783,667,072   $     78   $  472,336   $(1,115,917)  $ (643,503)
                                        =============== ========== ============= ========== ============ ============= ============
</TABLE>


        The accompanying notes are an integral part of these consolidated
                              financial statements.
                                       -4-
<PAGE>
                            CAPITAL SOLUTIONS I, INC.
                    STATEMENT OF CHANGES IN TEMPORARY EQUITY
                    FOR THE YEARS ENDED MAY 31, 2005 AND 2004



<TABLE>
<CAPTION>
                                                                                                        ADDITIONAL
                                         PREFERRED STOCK                 COMMON STOCK                    PAID-IN
                                             SHARES          AMOUNT         SHARES        AMOUNT         CAPITAL          TOTAL
                                         --------------- -------------- -------------- -------------- ------------- ----------------

<S>                                      <C>             <C>            <C>            <C>            <C>           <C>
BALANCE - JUNE 1, 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)

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

BALANCE - MAY 31, 2004                                -   $          -              -   $          -   $         -   $            -
                                         =============== ============== ============== ============== ============= ================

Net activity                                         -              -              -              -             -                -
                                         --------------- -------------- -------------- -------------- ------------- ----------------

BALANCE - MAY 31, 2005                                -   $          -              -   $          -   $         -   $            -
                                         =============== ============== ============== ============== ============= ================
</TABLE>




























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

                                       -5-
<PAGE>
                            CAPITAL SOLUTIONS I, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                    FOR THE YEARS ENDED MAY 31, 2005 AND 2004


<TABLE>
<CAPTION>
                                                                            2004              2003
                                                                      -----------------  ----------------
<S>                                                                    <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                                            $      (289,929)   $      (73,356)
                                                                      -----------------  ----------------

ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH
     (USED IN) OPERATING ACTIVITIES:
   Common stock issued for professional and consulting services                232,600                 -
   Cash acquired from subsidiary                                                   133                 -

CHANGES IN ASSETS AND LIABILITIES
   Increase in accounts payable and accrued expenses                            41,516            38,112
                                                                      -----------------  ----------------
             TOTAL ADJUSTMENTS                                                 274,249            38,112
                                                                      -----------------  ----------------

             NET CASH (USED IN) OPERATING ACTIVITIES                           (15,680)          (35,244)
                                                                      -----------------  ----------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from short-term notes payable and advances                           (8,405)           58,821
                                                                      -----------------  ----------------

             NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES                (8,405)           58,821
                                                                      -----------------  ----------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                           (24,085)           23,577

CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR                                   24,222               645
                                                                      -----------------  ----------------

CASH AND CASH EQUIVALENTS - END OF YEAR                                $           137    $       24,222
                                                                      =================  ================
</TABLE>















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

                                       -6-
<PAGE>
                            CAPITAL SOLUTIONS I, INC.
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                    FOR THE YEARS ENDED MAY 31, 2005 AND 2004



<TABLE>
<CAPTION>
                                                                            2005                 2004
                                                                      -----------------  ----------------


SUPPLEMENTAL DISCLOSURE OF NON-CASH INFORMATION:

   Net effect of stock acquisition of Bedrock Holdings, Inc.:
<S>                                                                    <C>                <C>
   Cash                                                                $           133    $            -
   Equipment, net                                                                   26                 -
   Goodwill recognized                                                          91,970                 -
   Loans from stockholders                                                      (6,352)                -
   Lines of credit                                                             (64,777)                -
                                                                      -----------------  ----------------

   Common stock issued for the acquisition of Bedrock Holdings, Inc.   $        21,000    $            -
                                                                      =================  ================

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

   Common stock issued for professional and consulting                 $       232,600    $            -
                                                                      =================  ================
</TABLE>
























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

                                       -7-
<PAGE>

                            CAPITAL SOLUTIONS I, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              MAY 31, 2005 AND 2004

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

         Capital Solutions I, Inc., "CSI" (formerly Vacation Ownership
         Marketing, Inc., "VAOM") (the "Company") was incorporated in Delaware
         as Magnum Communications Corp in 1969. It changed names to its present
         name on May 10, 2004. Before changing its name to Capital Solutions I,
         Inc. they changed to Vacation Ownership Marketing, Inc. Coinciding with
         the name change, the Company did not change its business structure,
         which was the development and marketing of time-shared condominiums,
         which it continued until 1983. During the year 1983, the Company
         experienced financial difficulties and encountered adverse litigation.
         The Company's charter expired until May 7, 2000, when a certificate of
         renewal was issued.

         On 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; the Company
         increased its authorized common stock from 50,000,000 to 1,000,000,000
         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
         Secretary of State on January 22, 2004.

         As of May 10, 2004, the Company merged with Vacation Ownership
         Marketing, Inc. A 1:50 reverse stock split of the company's common
         stock became effective. As a result of the reverse stock split,
         Vacation Ownership Marketing, Inc. changed its name to Capital
         Solutions I, Inc. "the Company". The stock split decreased the issued
         and outstanding common stock from 61,110,595 to 1,222,005. Capital
         Solutions I, Inc. had no assets or liabilities. After the consummation
         of the merger, Capital Solutions I, Inc. will cease to exist.
         Additionally, 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 of its finances
         other than the amendment and restatement of the Company's Certificate
         of Incorporation.

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

         The consolidated financial statements for 2005 and 2004 include the
         accounts of the Company and all of its wholly-owned subsidiaries. All
         significant intercompany accounts and transactions have been eliminated
         in consolidation.






                                       -8-
<PAGE>
                            CAPITAL SOLUTIONS I, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              MAY 31, 2005 AND 2004

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         ------------------------------------------

         USE OF ESTIMATES
         ----------------

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

         CASH AND CASH EQUIVALENTS
         -------------------------

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

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

         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.

         FIXED ASSETS
         ------------

         Fixed assets are stated at cost less accumulated depreciation and
         amortization. The Company computes depreciation and amortization using
         an accelerated method over the estimated useful lives of the assets
         acquired as follows:

         Equipment and fixtures                   5 - 7 years
         Leasehold improvements                   15 years

                                       -9-
<PAGE>
                            CAPITAL SOLUTIONS I, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              MAY 31, 2005 AND 2004


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
         ------------------------------------------------------

         FIXED ASSETS (CONTINUED)
         ------------------------

         The carrying amount of all long-lived assets is evaluated periodically
         to determine whether adjustment to the useful life or to the
         unamortized balance is warranted. Such evaluation is based principally
         on the expected utilization of the long-lived assets and the projected
         undiscounted cash flows of the operations in which the long-lived
         assets are used.

         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.

         GOODWILL AND OTHER INTANGIBLE ASSETS
         ------------------------------------

         In June 2001, the FASB issued Statement No. 142, "Goodwill and Other
         Intangible Assets". This statement addresses financial accounting and
         reporting for acquired goodwill and other intangible assets and
         supersedes APB Opinion No. 17, Intangible Assets. It addresses how
         intangible assets that are acquired individually or with a group of
         other assets (but not those acquired in a business combination) should
         be accounted for in financial statements upon their acquisition. This
         Statement also addresses how goodwill and other intangible assets
         should be accounted for after they have been initially recognized in
         the financial statements.

         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, if applicable.

                                      -10-
<PAGE>
                            CAPITAL SOLUTIONS I, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              MAY 31, 2005 AND 2004


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
         ------------------------------------------------------

         EARNINGS (LOSS) PER SHARE OF COMMON STOCK (CONTINUED)
         -----------------------------------------------------

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

                                             May 31,                May 31,
                                              2005                   2004
                                       -------------------    ------------------
Net loss                                $        (289,929)     $        (73,356)
                                       ===================    ==================

Weighted-average common shares
Outstanding (Basic)                           167,472,348                   509

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

Weighted-average common shares
Outstanding (Diluted)                         167,472,348                   509
                                       ===================    ==================


         There are no options and warrants outstanding to purchase stock at May
31, 2005 and 2004.

         RECENT ACCOUNTING PRONOUNCEMENTS
         --------------------------------

         In May 2003, the FASB issued SFAS No. 150, "Accounting for certain
         Financial Instruments with Characteristics of both Liabilities and
         Equity" ("SFAS No. 150"). SFAS 150 requires that certain financial
         instruments issued in the form of shares that are mandatorily
         redeemable as well as certain other financial instruments be classified
         as liabilities in the financial statements. SFAS No. 150 is effective
         for financial instruments entered into or modified after May 31, 2003.
         The adoption of SFAS No. 150 did not have a material affect on the
         Company's reported financial results.











                                      -11-
<PAGE>
                            CAPITAL SOLUTIONS I, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              MAY 31, 2005 AND 2004


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
         ------------------------------------------------------

         RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)
         --------------------------------------------

         On December 16, 2004, the Financial Accounting Standards Board ("FASB")
         published Statement of Financial Accounting Standards No. 123 (Revised
         2004), Share-Based Payment ("SFAS 123R"). SFAS 123R requires that
         compensation cost related to share-based payment transactions be
         recognized in the financial statements. Share-based payment
         transactions within the scope of SFAS 123R include stock options,
         restricted stock plans, performance-based awards, stock appreciation
         rights, and employee share purchase plans. The provisions of SFAS 123R
         are effective for small business issuers as of the first interim period
         that begins after December 15, 2005. Accordingly, the Company will
         implement the revised standard in the fourth quarter of fiscal year
         2005. Currently, the Company accounts for its share-based payment
         transactions under the provisions of APB 25, which does not necessarily
         require the recognition of compensation cost in the financial
         statements (note 3(d)). Management is assessing the implications of
         this revised standard, which may impact the Company's results of
         operations in the fourth quarter of fiscal year 2005 and thereafter.

         On December 16, 2004, FASB issued Statement of Financial Accounting
         Standards No. 153, Exchanges of Non-monetary Assets, an amendment of
         APB Opinion No. 29, Accounting for Non-monetary Transactions (" SFAS
         153"). This statement amends APB Opinion 29 to eliminate the exception
         for non-monetary exchanges of similar productive assets and replaces it
         with a general exception for exchanges of non-monetary assets that do
         not have commercial substance. Under SFAS 153, if a non-monetary
         exchange of similar productive assets meets a commercial-substance
         criterion and fair value is determinable, the transaction must be
         accounted for at fair value resulting in recognition of any gain or
         loss. SFAS 153 is effective for non-monetary transactions in fiscal
         periods that begin after June 15, 2005. The Company does not anticipate
         that the implementation of this standard will have a material impact on
         its financial position, results of operations or cash flows.


NOTE 3 - FIXED ASSETS
         ------------

         Fixed assets as of May 31, 2005 were as follows:


                                                           2005
                                                      ---------------
Equipment                                              $      17,624
Leasehold improvements                                        10,302
                                                      ---------------
                                                              27,926
Less: accumulated depreciation                                27,900
                                                      ---------------
Fixed assets, net                                      $          26
                                                      ===============


         Depreciation expense was $20 for the five months ended May 31, 2005.


                                     -12-
<PAGE>
                            CAPITAL SOLUTIONS I, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              MAY 31, 2005 AND 2004

NOTE 4 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES
         -------------------------------------

         The following represents the Company's accounts payable and accrued
         expenses at May 31, 2005 and 2004:

                                             2005              2004
                                         --------------    --------------

Professional and consulting fees          $     62,242      $     52,742
Accrued interest on debentures                 121,947            89,931
                                         --------------    --------------
                                          $    184,189      $    142,673
                                         ==============    ==============


NOTE 5 - CONVERTIBLE DEBENTURES PAYABLE
         ------------------------------

         The Company has outstanding convertible debentures at May 31, 2005 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, 2005. 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 6 - TEMPORARY EQUITY
         ----------------

         The Company had reflected on its consolidated balance sheet in 2004, a
         temporary equity account for those securities issued that may not be in
         compliance with the registration provisions of Section 5 and for the
         issuance of CSI Common Stock issued above their authorized limit in May
         31, 2002. All related amounts that were previously included in VAOM
         Common Stock and additional paid-in capital of the permanent
         stockholders' equity (deficit) section have been reclassified to
         temporary equity as their redemption may not be solely within the
         control of the issuer. As of May 31, 2002 substantially all the shares
         issued in connection with the conversion of the debentures have been
         reclassified as temporary equity.

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

         During the quarter ended November 30, 2002, those shares that may not
         have been in compliance with Section 5 of the Securities Act of 1933,
         as amended were reclassified back to permanent stockholders' equity
         (deficit). The potential liability associated with the possible
         non-compliance was cured. As of May 31, 2005 and 2004, there was $-0-
         and $-0-, respectively in temporary equity.

                                      -13-
<PAGE>
                            CAPITAL SOLUTIONS I, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              MAY 31, 2005 AND 2004

NOTE 7 - STOCKHOLDERS' DEFICIT
         ---------------------

         At May 31, 2005 and 2004, the Company had two classes of stock,
         preferred and common stock, each having a par value of $.0000001.

         PREFERRED STOCK
         ---------------

         On May 10, 2004, the Company increased its authorized shares to
         200,000,000 from 10,000,000. The new par value will be 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, 2005, 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 new
         par value was decreased from $.001 to $.0000001 per share.

         On August 24, 2004, the Company issued 150,000,000 and 100,000,000
         shares of its common stock to two directors and officers of the Company
         to compensate them for the significant amount of time, effort and
         resources they have contributed to the Company. The Company has
         independently valued those shares at $50,000.

         On August 26, 2004, the Company entered into a Standby Equity
         Distribution Agreement with Cornell Capital Partners, LP. As part of
         the Agreement, the Company paid Cornell a fee of 14,500,000 shares of
         common stock.

         On August 26, 2004, pursuant to a Placement Agreement, the Company
         engaged Newbridge, a registered broker-dealer, to act as a placement
         agent. As payment for its services, the Company issued to Newbridge
         500,000 shares of the Company's common stock.

         On September 17, 2004, in connection with an Investors Relation Program
         Agreement with Turner Hughes Corporation, the Company issued to Turner
         a consulting fee of 23,000,000 shares of its common stock for the
         investor relations services provided to the Company.

         On April 26, 2005, the Board of Directors approved the issuance of
         100,000,000 and 50,000,000 shares of its common stock to two officers,
         directors and shareholders of the Company, in exchange for services
         rendered.

         On May 6, 2005, the Company issued 44,444,444 shares of its common
         stock to two attorneys to compensate them for certain services
         rendered.

                                      -14-
<PAGE>
                            CAPITAL SOLUTIONS I, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              MAY 31, 2005 AND 2004

NOTE 7 - STOCKHOLDERS' DEFICIT (CONTINUED)
         ---------------------------------

         COMMON STOCK (CONTINUED)
         ------------------------

         On May 26, 2005, the Company consummated its acquisition of Bedrock
         Holdings, Inc., pursuant to the Share-for-Share Exchange Agreement.
         Pursuant to the Agreement, the Company issued to the Bedrock
         shareholders and other service providers 300,000,000 shares of its
         common stock.

NOTE 8 - PROVISION FOR INCOME TAXES
         --------------------------

         The Company did not provide for income taxes in the years ended May 31,
         2005 and 2004. 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, 2005 and 2004, the deferred tax assets consists of the
         following:

                                                    2005              2004
                                               --------------   ----------------

Deferred taxes due to net operating loss
carryforwards                                   $    390,570     $      289,000

Less:  Valuation allowance                          (390,570)          (289,000)
                                               --------------   ----------------

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


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

         As shown in the accompanying consolidated financial statements the
         Company incurred net operating losses for the years ended May 31, 2005
         and 2004, which lead to a substantial doubt about its ability to
         continue as a going concern. The Company has no revenues to support
         itself.










                                     - 15 -
<PAGE>
                            CAPITAL SOLUTIONS I, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              MAY 31, 2005 AND 2004

NOTE 9 - GOING CONCERN (CONTINUED)
         -------------------------

         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 10 - 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 11 - RELATED PARTY TRANSACTIONS
          --------------------------

         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, 2005,
         the Company has outstanding amounts due its affiliates of $86,468.


NOTE 12 - LINES OF CREDIT
          ---------------

         The Company has two lines of credit with Union Planters Bank. The terms
         are as follows:

         Line of Credit #1 is a revolving line of credit renewed annually with
         interest at the prime rate plus 2.5%. The Company can borrow up to
         $40,000. As of May 31, 2005 and 2004, the amount outstanding on the
         line of credit was $39,777 and $8,581, respectively.

         Line of Credit #2 is a revolving line of credit with interest at the
         prime rate plus 3.00%. The line expires February 9, 2011. The Company
         can borrow up to $25,000. As of May 31, 2005 and 2004, the amount
         outstanding on the line of credit was $25,000.










                                     -16-
<PAGE>
                            CAPITAL SOLUTIONS I, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              MAY 31, 2005 AND 2004



NOTE 13 - ACQUISITIONS
          ------------

         On May 26, 2005, the Company consummated its acquisition of Bedrock
         Holdings, Inc. pursuant to the Share-for-Share Exchange Agreement dated
         May 5, 2005 by and among the Company, Bedrock and the Bedrock
         shareholders. The results of Bedrock's operations have been included in
         the consolidated financial statements since that date. Bedrock was
         formed as a holding company and is a provider of marketing services for
         various companies.

         The aggregate purchase price was $91,970. The value of the 300,000,000
         common shares issued was determined based on the fair market value of
         the Company's common stock the day the terms of the acquisition were
         agreed to and announced, which was $21,000.

         The following table summarizes the estimated fair values of the assets
         acquired and liabilities assumed at the date of acquisition.

         At May 26, 2005:

         Cash                                       $      133
         Property, plant, and equipment, net                26
         Loans from shareholders                        (6,352)
         Line of credit                                (64,777)
                                                   ------------
         Net liabilities over assets acquired          (70,970)
                                                   ------------
         Common stock paid                             (21,000)
                                                   ------------
         Total purchase price                       $  (91,970)
                                                   ------------


NOTE 14 - SUBSEQUENT EVENT
          ----------------

         On June 6, 2005, a 1:10 reverse stock split of the Company's common
         stock became effective. This stock split decreased the issued shares
         from 783,667,072 to 78,366,672.








                                      -17-
<PAGE>
ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

None.


ITEM 8A. CONTROLS AND PROCEDURES

         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's
system is designed so that information is retained by the Company and relayed to
counsel as it becomes available. 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's officers have
concluded that the disclosure controls and procedures are also effective to
ensure that information required to be disclosed in the reports that the Company
files and submits pursuant to the Exchange Act of 1934 is accumulated and
communicated to management, including our chief executive officer and chief
financial officer, to allow timely decisions regarding required disclosure.


         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, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

         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.

Christopher Astrom (34). Christopher Astrom has been a director of the Company
since August 2001. Christopher Astrom is currently a director and has served as
Vice President of National Residential Properties, Inc., since June 1995, is
currently a director and has served as Secretary and Treasurer of Genesis
Capital Corporation of Nevada since September 2001 and is currently a director
and has served as President of Prime Rate Investors, Inc. since September 2002.

Richard Astrom (58). 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





















                                       19
<PAGE>
         The following individuals were serving as executive officers of the
Company on August 30, 2005:

Name                            Age               Title

Christopher Astrom              34      President, Chief Executive Officer and
                                        Chief Financial Officer

Richard Astrom                  58      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 2005, 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

(a) Compensation.

The following table sets forth compensation awarded to, earned by or paid to the
Company's Chief Executive Officer and the four other most highly compensated
executive officers with compensation in excess of $100,000 for

















                                       20
<PAGE>
the years ended May 31, 2005, 2004 and 2003 (collectively, the "Named Executive
Officers").

                           SUMMARY COMPENSATION TABLE

                Annual Compensation Long Term Compensation Awards


<TABLE>
<CAPTION>
                                                                                         Securities
                                                                           Restricted    Underlying      All other
Name and Principal                            Salary        Bonus            Stock        Options/     compensation
    Position                     Year          ($)           ($)            Award(s)      Warrants          ($)
--------------------------------------------------------------------------------------------------------------------
<S>                              <C>            <C>           <C>          <C>                <C>            <C>
Christopher Astrom               2005           0             0            150,000,000        0              0
                                 2004           0             0            0                  0              0
                                 2003           0             0            0                  0              0

Richard Astrom                   2005           0             0            250,000,000        0              0
                                 2004           0             0            0                  0              0
                                 2003           0             0            0                  0              0
</TABLE>



EMPLOYMENT CONTRACTS

We do not have an employment contract with any executive officers. Any
obligation to provide any compensation to any executive officer in the event of
his resignation, retirement or termination, or a change in control of the
Company, or a change in any Named Executive Officers' responsibilities following
a change in control would be negotiated at the time of the event.

We may in the future create retirement, pension, profit sharing and medical
reimbursement plans covering our Executive Officers and Directors.

We do not have a compensation committee. Decisions concerning the compensation
of our executive officers are made by the Board of Directors. The Board during
fiscal 2005 participated in the Board's deliberations concerning executive
officer compensation during the fiscal year ended May 31, 2005

On July 19, 2005, the Company entered into an Anti-Dilution Agreement with
Christopher Astrom and Richard Astrom whereby Messrs. Astrom are guaranteed that
their stock ownership percentage in the Company will not drop below 51%














                                       21
<PAGE>
Directors Compensation

The Company's director received no compensation for services rendered as a
director during fiscal 2005

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth as of May 31, 2005, the number of outstanding
common shares of the Company beneficially owned by (i) each person known to the
Company to beneficially own more than 5% of its outstanding common shares, (ii)
each director, (iii) each nominee for director, (iv) each executive officer
listed in the Summary Compensation Table, and (iv) all executive officers and
directors as a group.


<TABLE>
<CAPTION>
---------------------------------------------- ------------------------------------- -------------------------------
Owner                                          Common Shares(1)                      Percentage
---------------------------------------------- ------------------------------------- -------------------------------
<S>                                            <C>                                   <C>
Christopher Astrom, President, CEO, CFO        150,005,550                           19.14%
---------------------------------------------- ------------------------------------- -------------------------------

Richard Astrom, Secretary                      250,000,000                           31.9%
---------------------------------------------- ------------------------------------- -------------------------------
Officers and directors as a group (2           400,005,550                           51.04%
persons)
---------------------------------------------- ------------------------------------- -------------------------------

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

Damian Guthrie(2)                              90,948,000                            11.6054%
---------------------------------------------- ------------------------------------- -------------------------------

Serac Holdings, Inc.                           125,000,000                           15.95%
---------------------------------------------- ------------------------------------- -------------------------------
</TABLE>

(1)  The Company effected a 1:10 reverse split on June 17, 2005. The amount of
     securities beneficially owned being reported hereby does not reflect the
     Stock Split.
(2)  Mr. Guthrie beneficially owns his share ownership through Harbourside
     Corporation Pty Limited - 25,750,000 shares; Jamison Corporation Pty
     Limited - 20,000,000 shares; Moreton Bay Group Pty Limited - 20,022,400
     shares and Bayshore Capital Pty Limited - 20,497,000, each of which he is
     sole owner and has sole voting and dispositive control.

INDIVIDUAL COMPENSATION ARRANGEMENTS

         NONE

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Richard Astrom is the father of Christopher Astrom.




                                       22
<PAGE>
ITEM 13. EXHIBITS

     (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 June 17, 2005).

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 Acquisi tion 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).






















                                       23
<PAGE>
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

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, 2005 and
2004 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, 2005               May 31, 2004

Audit Fees                       $  8,500.00                $  7,000.00

Audit-Related Fees               $  6,000.00                $ 10,500.00

Tax Fees                         $  1,200.00                $      0.00

TOTAL                            $ 15,700.00                $ 17,500.00

         Audit Fees for the fiscal years ended May 31, 2005 and 2004 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.



















                                       24
<PAGE>
         Audit-Related Fees as of the fiscal years ended May 31, 2005 and 2004
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, 2005 and 2004 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, 2005 and 2004.

         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- 1(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.

            The Company's Board of Directors reviews and approves audit and
permissible non-audit services performed by its independent accountants, as well
as the fees charged for such services. In its review of non-audit service fees
and its appointment of Bagell, Josephs & Company, L.L.C as the Company's
independent accountants, the Board of Directors considered whether the provision
of such services is compatible with maintaining independence. All of the
services provided and fees charged by Bagell, Josephs & Company, L.L.C in 2005
were approved by the Board of Directors.























                                       25
<PAGE>
SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant has duly 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: August 14, 2006

         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:  August 14, 2006


                 /s/ RICHARD ASTROM
                 -------------------------
                 By:  Richard Astrom
                 Director
                 Date:  August 14, 2006



























                                       26