UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





FORM
      10-KSB





(mark
      one)





[
      X
      ] Annual
      Report under Section 13 or 15(d) of the Securities Exchange Act of
      1934





For
      the
      fiscal year ended May 30, 2007





[    
      ] Transition Report
      under Section 13 or 15(d) of the Securities Exchange Act of 1934





For
      the
      transition period from _____ to _____







Commission
      file number:0-27831





**CAPITAL
      SOLUTIONS I, INC.**


(name
      of
      small business issuer as specified in its charter)






**Delaware**
            
            **13-2648442**(State
                or other jurisdiction
              of
                incorporation or organization)
            
            (IRS
                Employee Identification No.)**One
                N.E. First Avenue, Suite 306, Ocala, FL**
            
            **34470**(Address
                of principal executive offices)
            
            (zip
                code)








Issuer's
      telephone number:(718)
      554-3652





Securities
      Registered under Section 12(b) of the Act:


None





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


Common
      Stock, $0.0000001 Par Value





Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act. [    
]





Check
      whether the issuer (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
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B 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. [   
 ]





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act) Yes [ X ] No
      [     ]





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





State
      the
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates computed by reference to the price at which the stock was sold,
      or the average bid and asked prices of such common equity, as of a specified
      date within the past 60 days: September 6, 2007 - $16,899.  This
      valuation is based upon the bid price of our common stock as quoted on the
      OTCBB
      on that date ($1.01).





There
      are
      approximately 16,732 shares of our common voting stock held by
      non-affiliates.





(Issuers
      Involved in Bankruptcy Proceedings During the past Five Years)





Check
      whether the issuer has filed all documents and report required to be filed
      by
      Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities
      under a plan confirmed by a court.


Yes
      [     ] No  [    
]





(Applicable
      Only to Corporate Registrants)





State
      the
      number of shares outstanding of each of the issuer's classes of common equity,
      as of the latest practicable date: September 12, 2007 – 66,732 shares of common
      stock.





(Documents
      Incorporated by Reference)


None





Transitional
      Small Business Disclosure Format (Check One): Yes
      [     ] No [ X ]



















**Capital
      Solutions I, Inc.**


**Form
      10-KSB**


**Index**




**Page****Part
                  I**Item
                1.
              Description
                of Business
              1Item
                2.
              Description
                of Property
              8Item
                3.
              Legal
                Proceedings
              8Item
                4.
              Submission
                of Matters to a Vote of Security Holders
              9**Part
                  II**Item
                5.
              Market
                  for Common Equity and Related Stockholder Matters and SmallBusiness
                  Issuer Purchases of Equity Securities
              9Item
                6.
              Management's
                Discussion and Analysis or Plan of Operation
              11Item
                7.
              Financial
                Statements
              13Item
                8.
              Changes
                in and Disagreements with Accountants on Accounting and Financial
                Disclosure
              30Item
                8A.
              Controls
                and Procedures
              30**Part
                  III**Item
                9.
              Directors,
                Executive Officers, Promoters and Control Persons and Corporate
                Governance; Compliance with Section 16(a) of the Exchange
                Act
              31Item
                10.
              Executive
                Compensation
              32Item
                11.
              Security
                Ownership of Certain Beneficial Owners and Management and
                Related Stockholder Matters
              34Item
                12.
              Certain
                Relationships and Related Transactions, and Director
                Independence
              35Item
                13.
              Exhibits
              35Item
                14.
              Principal
                Accountant fees and services
              36Signatures
              
              37








.


**PART
      I**





This
      annual report on Form 10-KSB
      contains forward-looking statements that are based on current expectations,
      estimates, forecasts and projections about the Company, us, our future
      performance, our beliefs and our Management's assumptions. In addition, other
      written or oral statements that constitute forward-looking statements may be
      made by us or on our behalf. Words such as "expects," "anticipates," "targets,"
      "goals," "projects," "intends," "plans," "believes," "seeks," "estimates,"
      variations of such words and similar expressions are intended to identify such
      forward-looking statements. These statements are not guarantees of future
      performance and involve certain risks, uncertainties and assumptions that are
      difficult to predict or assess. Therefore, actual outcomes and results may
      differ materially from what is expressed or forecast in such forward-looking
      statements. Except as required under the federal securities laws and the rules
      and regulations of the SEC, we do not have any intention or obligation to update
      publicly any forward-looking statements after the filing of this Form 10-KSB,
      whether as a result of new information, future events, changes in assumptions
      or
      otherwise.





**Item
                1.**
            **Description
                Of Business**





Background





Capital
      Solutions I, Inc. (“CSI” or
      the "Company") was incorporated in 1969 in Delaware as Magnum Communications
      Corp.  It subsequently changed its name to Vacation Ownership
      Marketing, Inc. whereupon it engaged in the development and marketing of
      time-shared condominiums.  In 1983, the company ceased operations due
      to continued financial difficulties and adverse
      litigation.   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.





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,
- Increased
          its authorized common stock from 50 million to 1 billion shares,
- Ratification
          of the issuance of common stock,
- Ratification
          of the assignment of Encore Builders common stock, and
- Approval
          of the Amended and Restated Certificate of Incorporation, which Certificate
          was filed with the Delaware Secretary of State on January 22,
          2004.

Effective
      May 10, 2004, the Company
      engaged in a 1:50 reverse split of its common stock and then merged with and
      into our wholly owned subsidiary Capital Solutions I,
      Inc.  Contemporaneously therewith, the surviving company changed its
      name to Capital Solutions I, Inc.





**1**


The
      reverse stock split decreased the
      issued and outstanding common stock from 61,110,595 to 1,222,005. After the
      consummation of the merger, the Company had no assets or liabilities and no
      business operations.  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.





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
      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. consummated the acquisition of Bedrock Holdings, Inc. ("Bedrock") pursuant
      to a Share-For-Share Exchange Agreement dated May 5, 2005 by and among the
      Company, Bedrock and the Bedrock Shareholders. The principals of Bedrock were
      experienced in the areas of capital investments and markets. The Company
      anticipated that the experience of the Bedrock principals would have been
      valuable in completing a 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.  As further discussed herein, when negotiations with
      Victory Petroleum did not result in a transaction, the acquisition of Bedrock
      was rescinded and all shares issued to the Bedrock shareholders were returned
      to
      the Company treasury and canceled.  A copy of the Rescission Agreement
      is attached as Exhibit 2.1 to the Form 8-K filed October 19, 2005.





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.  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.  As reported by the Company on Form 8-K dated
      October 3, 2005, the deal was subsequently abandoned after the parties could
      not
      agree on terms of the transaction.





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:





- It
          decreased its authorized common stock from 20 billion to 900 million
          shares,
- It
          decreased its authorized preferred stock from 200 million to 20
          million,
- It
          engaged in a 1:10 reverse stock split of its common stock, decreasing the
          Company's issued outstanding common stock from 783,667,072 to
          78,366,672,
- An  amended
          and Restated Certificate of Incorporation was filed with the Delaware
          Secretary of State on June 17, 2005.




**2**


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%.





On
      January 31, 2006 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:





- It
          engaged in a 1:500  reverse stock split of its common stock,
          decreasing its issued outstanding common stock from 48,366,672 to
          96,732,
- It  approved
          of the Amended and Restated Certificate of Incorporation, which Certificate
          was filed with the Delaware Secretary of State on January 31,
          2006.




Following
      the termination of the proposed Victory Petroleum transaction and rescission
      of
      the Bedrock transaction, Richard Astrom returned 20,000 shares and Christopher
      Astrom returned 10,000 shares to the Company treasury and the shares were
      canceled, reducing the total outstanding common stock to 66,732 where it
      remains.





Restatement
      of Financial Statements





On
      November 29, 2006, the Company
      determined that its financial statements should be revised for the fiscal year
      ended May 31, 2006 to reclassify $80,116 of related-party debt forgiveness
      from
      other income to capital, or more specifically, additional paid-in capital.
      The
      effects of this restatement are as follows:


- Additional
          paid-in capital increased $80,116 from $451,414 to $531,530.
- Accumulated
          (deficit) increased from $(1,080,689) to $(1,160,805).
- Net
          income decreased from $35,228 to a net (loss) of $(44,888).
- Net
          income from operations decreased from $0.36 to a net (loss) per share of
          $(0.46).

This
      restatement has no effect on the
      financial position, operations, or cash flows of the Company for any prior
      annual or interim periods presented (Forms 10-KSB and 10-QSB). The Company's
      board of directors has discussed all details of the restatement with its
      independent accountants.





Current
      Business





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 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.





**3**


The
      Company is a shell company in that
      it has no or nominal operations and either no or nominal assets. At this time,
      the Company's purpose is to seek, investigate and, if such investigation
      warrants, acquire an interest in business opportunities presented to it by
      persons or firms who or which desire to seek the perceived advantages of an
      Exchange Act registered corporation. The Company will not restrict its search
      to
      any specific business, industry, or geographical location and the Company may
      participate in a business venture of virtually any kind or nature. This
      discussion of the proposed business is purposefully general and is not meant
      to
      be restrictive of the Company's virtually unlimited discretion to search for
      and
      enter into potential business opportunities. Management anticipates that it
      may
      be able to participate in only one potential business venture because the
      Company has nominal assets and limited financial resources. This lack of
      diversification should be considered a substantial risk to shareholders of
      the
      Company because it will not permit the Company to offset potential losses from
      one venture against gains from another.





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





The
      Company intends to advertise and
      promote the Company privately. The Company has not yet prepared any notices
      or
      advertisement. The Company anticipates that the selection of a business
      opportunity in which to participate will be complex and extremely risky. Due
      to
      general economic conditions, rapid technological advances being made in some
      industries and shortages of available capital, management believes that there
      are numerous firms seeking the perceived benefits of a publicly registered
      corporation. Such perceived benefits may include facilitating or improving
      the
      terms on which additional equity financing may be sought, providing liquidity
      for incentive stock options or similar benefits to key employees, providing
      liquidity (subject to restrictions of applicable statutes), for all shareholders
      and other factors. Potentially, available business opportunities may occur
      in
      many different industries and at various stages of development, all of which
      will make the task of comparative investigation and analysis of such business
      opportunities extremely difficult and complex.





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





**4**


The
      analysis of new business
      opportunities will be undertaken by, or under the supervision of, the officers
      and directors of the Company. Management intends to concentrate on
      identifying  preliminary  prospective  business
      opportunities, which may be brought to its
      attention  through  present associations of the Company's
      officers and directors. In analyzing prospective business opportunities,
      management will consider such matters as the available technical, financial
      and
      managerial resources; working capital and other financial requirements; history
      of operations, if any; prospects for the future; nature of present and expected
      competition; the quality and experience of management services which may be
      available and the depth of that management; the potential for further research,
      development, or exploration; specific risk factors not now foreseeable but
      which
      then may be anticipated to impact the proposed activities of the Company; the
      potential for growth or expansion; the potential for profit; the perceived
      public recognition of acceptance of products, services, or trades; name
      identification; and other relevant factors. Officers and directors of the
      Company expect to meet personally with management and key personnel of the
      business opportunity as part of their investigation. To the extent possible,
      the
      Company intends to utilize written reports and investigation to evaluate the
      above factors. The Company will not acquire or merge with any company for which
      audited financial statements cannot be obtained within a reasonable period
      of
      time after closing of the proposed transaction.





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





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





It
      is anticipated that the Company will
      incur nominal expenses in the implementation of its business plan described
      herein. The Company has limited capital with which to pay these anticipated
      expenses.





Acquisition
      of Opportunities





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





**5**


It
      is anticipated that any securities
      issued in any such reorganization would be issued in reliance upon exemption
      from registration under applicable federal and state securities laws. In some
      circumstances, however, as a negotiated element of its transaction, the Company
      may agree to register all or a part of such securities immediately after the
      transaction is consummated or at specified times thereafter. If such
      registration occurs, of which there can be no assurance, it will be undertaken
      by the surviving entity after the Company has successfully consummated a merger
      or acquisition.





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





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





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





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





COMPETITION





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





**6**


EMPLOYEES





The
      Company currently has no employees.
      The business of the Company will be managed by its officer and directors, who
      may become employees of the Company. The Company does not anticipate a need
      to
      engage any fulltime employees at this time. The need for employees and their
      availability will be addressed in connection with the proposed development
      of
      the Company's real property.





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. Although future
      operations are limited, the Company does incur expenses in maintaining its
      filing requirements in accordance with the Securities Exchange Act of
      1934.  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 CURRENTLY HAS NO OPERATIONS





The
      Company has had no operations since
      March 20, 2002.





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 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.





**7**


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, and again after the January, 2006 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.





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





The
      Company's common stock currently
      trades on the OTC Bulletin Board. Stocks trading on the OTC Bulletin Board
      generally attract a smaller number of market makers and a less active public
      market and may be subject to significant volatility. If the Company raises
      additional capital from the sale of the Company's common stock, the market
      price
      could drop and the ability of investors to sell the Company's common stock
      could
      be diminished.








**Item
                2.**
            **Description
                of Property**





The
      Company's principal executive
      offices are located at One NE First Avenue, Suite 306, Ocala, Florida 34470.
      The
      Company does not have a lease but rather shares office space with its officers
      and directors and the Company pays no rent for the leased space. The Company
      does not own any properties nor does it lease any other properties. 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 business operations in 1993, 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.




**8**




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





The
      Company did not submit any matters
      to a vote of its stockholders, through the solicitation of proxies or otherwise,
      during the fourth quarter of fiscal 2007.





**PART
      II**





**Item
                5.**
            **Market
                for Common Equity and Related  Stockholder Matters and Small
                Business Issuer Purchases of Equity
                Securities**





The
      Company's common stock is quoted on
      the Over-the-Counter Bulletin Board under the symbol
      CSNI.OB.   Prices reported represent prices between dealers, do
      not include markups, markdowns or commissions and do not necessarily represent
      actual transactions. The following table sets forth high and low bid quotations
      of the Company's common stock (broken-down into fiscal quarters) for the periods
      indicated as reported on the OTC Bulletin.  The stock has not traded
      since March 21, 2007




Closing
                  BidsHIGH
              LOWFiscal
                  Year 2007May
                  31, 2007
              1.03
              0.15February
                  28, 2007
              -
              -November
                  30, 2006
              -
              -August
                  31, 2006
              -
              -Fiscal
                  Year 2006May
                  31, 2006
              1.25
              0.15February
                  28, 2006
              1.25
              0.007November
                  30, 2005
              1.25
              0.008August
                  31, 2005
              2.70
              0.52


(b)
      As of September 12, 2007, we had
      approximately 11 shareholders of record of the common stock. This number does
      not include an indeterminate number of shareholders
      whose shares are held by brokers in street name.





(c)
      No cash dividends on outstanding
      common stock have been paid within the last two fiscal years, and interim
      periods. The Company does not anticipate or intend upon paying cash dividends
      for the foreseeable future.





**9**


The
      ability of individual shareholders to trade their shares in a particular
      state may be subject to various rules and regulations of that state. A
      number
      of states require that an issuer's securities be registered in their state
      or
      appropriately exempted from registration before the securities are permitted
      to trade in that state.





The
      Company is not and is not proposing to publicly offer any securities
      at this time.





From
      time-to-time the Company may grant options or warrants, or promise registration
      rights to certain shareholders. The Company has no control over the number
      of
      shares of its common stock that its shareholders sell. The price of the
      Company's stock may be adversely affected if large amounts are sold in a short
      period.





The
      Company's shares most likely will be subject to the provisions of Section
      15(g) and Rule 15g-9 of the Exchange Act, commonly referred to as the "penny
      stock" rule. Section 15(g) sets forth certain requirements for transactions
      in penny stocks and Rule 15g-9(d)(1) incorporates the definition of penny
      stock as that used in Rule 3a51-1 of the Exchange Act.





The
      SEC generally defines penny stock to be any equity security that has
      a
      market price less than $5.00 per share, subject to certain exceptions. Rule
      3a51-1 provides that any equity security is considered to be a penny stock unless
      that security is: registered and traded on a national securities exchange meeting
      specified criteria set by the SEC; authorized for quotation on The NASDAQ
      Stock Market; issued by a registered investment company; excluded from the
      definition on the basis of price (at least $5.00 per share) or the issuer's net
      tangible assets; or exempted from the definition by the SEC. Broker-dealers who
      sell
      penny stocks to persons other than established customers and accredited investors
      (generally persons with assets in excess of $1,000,000 or annual income
      exceeding $200,000, or $300,000 together with their spouse), are subject to
      additional sales practice requirements.





For
      transactions covered by these rules, broker-dealers must make a special
      suitability determination for the purchase of such securities and must have
      received the purchaser's written consent to the transaction prior to the purchase.
      Additionally, for any transaction involving a penny stock, unless exempt,
      the rules require the delivery, prior to the first transaction, of a risk
      disclosure document relating to the penny stock market. A broker-dealer also
      must
      disclose the commissions payable to both the broker-dealer and the registered
      representative, and current quotations for the securities. Finally, monthly
      statements must be sent to clients disclosing recent price information for
      the
      penny stocks held in the account and information on the limited market in
      penny
      stocks. Consequently, these rules may restrict the ability of broker-dealers
      to trade and/or maintain a market in our common stock and may affect
      the ability of shareholders to sell their shares.





BLANK
      CHECK; 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.





**10**


Additionally,
      it is the SEC's view that
      promoters and affiliates of a blank check company may resell their securities
      only in a registered offering, as Rule 144, promulgated under the Securities
      Act
      is not available. As such, the Company believes that any resale of the Company's
      common stock by a promoter or affiliate of the Company would have to be done
      in
      a registered offering that complies with Rule 419.  At such point that
      the Company ceases to meet the definition of blank check company set forth
      in
      Rule 419, it may also cease to be subject to the requirements of that
      rule.





**Item
                6.**
            **Management's
                Discussion and Analysis or Plan of
                Operation**





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".





Overview





Capital
      Solutions I, Inc. (“CSI” or the
      "Company") was incorporated in 1969 in Delaware as Magnum Communications
      Corp.  It subsequently changed its name to Vacation Ownership
      Marketing, Inc. whereupon it engaged in the development and marketing of
      time-shared condominiums.  In 1983, the company ceased operations due
      to continued financial difficulties and adverse
      litigation.   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.





Summary
      of Results





Following
      is a summary of the Company's operations for the years ended May 31, 2007 and
      2006:




**2007**
              
              
              **2006**Other income
              
              $
              0
              
              
              $
              0General
                  and administrative expenses
              
              $
              (29,498
              )
              
              $
              (12,872
              )Interest
                  Expense
              
              $
              0
              
              
              $
              (32,016
              )Debt
                  Forgiveness
              
              $
              629,707
              
              
              $
              0Net
                  Income (Loss)
              
              $
              600,209
              
              
              $
              (44,888
              )


**11**


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.





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 or directly from its officers and
      directors 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.
      The
      Company currently has no plans to conduct any research and development, to
      purchase or sell any significant equipment or to make any significant changes
      in
      its number of employees.





The
      Company will use its limited
      personnel and financial resources in connection with seeking new business
      opportunities, including seeking an acquisition or merger with an operating
      company. It may be expected that entering into a new business opportunity or
      business combination will involve the issuance of a substantial number of
      restricted shares of common stock. If such additional restricted shares of
      common stock are issued, the shareholders will experience a dilution in their
      ownership interest in the Company. If a substantial number of restricted shares
      are issued in connection with a business combination, a change in control may
      be
      expected to occur.





As
      of May 31, 2007, the Company had
      current assets consisting of cash and cash equivalents in the amount of $307.
      As
      of May 31, 2007, the Company had current liabilities consisting of accounts
      payable and short term notes payable in the amount of $29,373.





In
      connection with the plan to seek new
      business opportunities and/or effecting a business combination, the Company
      may
      determine to seek to raise funds from the sale of restricted stock or debt
      securities. The Company has no agreements to issue any debt or equity securities
      and cannot predict whether equity or debt financing will become available at
      acceptable terms, if at all.





There
      are no limitations in the
      certificate of incorporation on the Company's ability to borrow funds or raise
      funds through the issuance of restricted common stock to effect a business
      combination. The Company's limited resources and lack of recent operating
      history may make it difficult to borrow funds or raise capital. Such inability
      to borrow funds or raise funds through the issuance of restricted common stock
      required to effect or facilitate a business combination may have a material
      adverse effect on the Company's financial condition and future prospects,
      including the ability to complete a business combination. To the extent that
      debt financing ultimately proves to be available, any borrowing will subject
      the
      Company to various risks traditionally associated with indebtedness, including
      the risks of interest rate fluctuations and insufficiency of cash flow to pay
      principal and interest, including debt of an acquired business.





**12**


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 or directly from its officers and
      directors 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 currently has no plans to conduct any research and
      development, to purchase or sell any significant equipment or to make any
      significant changes in its number of employees.





Recent
      Accounting Pronouncements





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





Critical
      Accounting Estimates





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





**Item
                7.**
            **Financial
                Statements.**













**CAPITAL
        SOLUTIONS I, INC.**
 **FINANCIAL
        STATEMENTS**
 **FOR
        THE YEARS ENDED MAY 31, 2007 AND 2006**
 
   
 **13**
 **INDEX
        TO THE FINANCIAL STATEMENTS**
 
 
 
 **PAGE(S)****AUDITED
                FINANCIAL STATEMENTS:**Report
                  of Independent Registered Public Accounting Firm
              15
                  - 16Balance
                  Sheet as of May 31, 2007
              17Statements
                  of Operations for the Years Ended May 31, 2007 and
                  2006
              18Statement
                  of Changes in Stockholders’ (Deficit) for theYears
                  Ended May 31, 2007 and 2006
              19Statements
                  of Cash Flows for the Years Ended May 31, 2007and
                  2006
              20Notes
                  to the Financial Statements
              21 -
                  29
              
 **14**
 **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.
 Ocala,
        Florida
 
 We
        have
        audited the accompanying balance sheet of Capital Solutions I, Inc. (the
        “Company”) as of May 31, 2007 and the related statements of operations, changes
        in stockholders’ (deficit), and cash flows for each of the years in the two-year
        period ended May 31, 2007. These financial statements are the responsibility
        of
        the Company’s management.  Our responsibility is to express an opinion
        on these financial statements based on our audits.
 
 We
        conducted our audits in accordance with the standards of the Public Company
        Accounting Oversight Board (United States).  Those standards require
        that we plan and perform the audit to obtain reasonable assurance about whether
        the financial statements are free of material misstatement. The Company is
        not
        required to have, nor were we engaged to perform, an audit of its internal
        control over financial reporting. Our audit included consideration of internal
        control over financial reporting as a basis for designing audit procedures
        that
        are appropriate in the circumstances, but not for the purpose of expressing
        an
        opinion on the effectiveness of the Company’s internal control over financial
        reporting. Accordingly, we express no such opinion. An audit also includes
        examining, on a test basis, evidence supporting the amounts and disclosures
        in
        the financial statement, 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.
 
 In
        our
        opinion, the financial statements referred to above present fairly, in all
        material respects, the financial position of Capital Solutions I, Inc. as
        of May
        31, 2007, and the results of its operations and its cash flows for each of
        the
        years in the two-year period ended May 31, 2007 in conformity with accounting
        principles generally accepted in the United States of America.
 
 
 **15**
 
 The
        accompanying financial statements have been prepared assuming that the Company
        will continue as a going concern.   As discussed in Note 8 to the
        financial statements, the Company did not generate sufficient cash flows
        from
        revenues during the year ended May 31, 2007, to fund its operations. Also
        at May
        31, 2007, the Company had negative net working capital of $29,066. The Company’s
        net working capital position has continued to deteriorate into the first
        quarter
        ended August 31, 2007. Unless the Company is successful in generating new
        sources of revenue, or obtaining debt or equity financing, or restructuring
        it
        business, the Company is likely to deplete it working capital during the
        current
        year. These matters raise substantial doubt about the Company’s ability to
        continue as a going concern. Management’s plan in regard to these matters is
        also described in Note 8. The financial statements do not include any
        adjustments that might result from the outcome of this uncertainty.
 
 
 **BAGELL,
        JOSEPHS, LEVINE & COMPANY, L.L.C.**
 BAGELL,
        JOSEPHS, LEVINE & COMPANY, L.L.C.
 Certified
        Public Accountants
 Gibbsboro,
        New Jersey
 September
        11, 2007
 
              
 
 MEMBERS
                  OF:
              AMERICAN
                  INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTSNEW
                JERSEY SOCIETY OF CERTIFIED PUBLIC ACCOUNTANTSPENNSYLVANIA
                INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTSNEW
                YORK STATE SOCIETY OF CERTIFIED PUBLIC
                ACCOUNTANTS
  **16**
  **CAPITAL
                    SOLUTIONS I, INC.****BALANCE
                    SHEET****MAY
                    31, 2007****ASSETS****CURRENT
                    ASSETS**Cash
                    and cash equivalents
                
                $
                307**Total
                  current assets**
                
                
                307**TOTAL
                    ASSETS**
                
                $
                307**LIABILITIES
                    AND STOCKHOLDERS' (DEFICIT)****CURRENT
                    LIABILITIES**Accounts
                    payable and accrued expenses
                
                
                9,373Short-term
                    notes payable and advances
                
                
                20,000**Total
                  current liabilities**
                
                
                29,373**STOCKHOLDERS'
                    (DEFICIT)**Preferred
                    stock, $.0000001 par value, 20,000,000 sharesauthorized,
                    50,000 issued and outstanding at May 31, 2007Common
                    stock, $.0000001 par value, 900,000,000 sharesauthorized,
                    96,732 issued and outstanding at May 31, 2007
                
                
                -Additional
                    paid-in capital
                
                
                531,530Accumulated
                    deficit
                
                
                (560,596
                )**Total
                  stockholders' (deficit)**
                
                
                (29,066
                )**TOTAL
                    LIABILITIES AND STOCKHOLDERS' (DEFICIT)**
                
                $
                307
  The
            accompanying notes are an integral part of these consolidated financial
            statements.
 **17**
 **CAPITAL
                      SOLUTIONS I, INC.****STATEMENTS
                      OF OPERATIONS****FOR
                      THE YEARS ENDED MAY 31, 2007 AND 2006****(Restated)****2007**
                  
                  
                  
                  **2006****OPERATING
                      REVENUES**Revenue
                  
                  $
                  -
                  
                  
                  $
                  -**COST
                      OF REVENUES**
                  
                  
                  -
                  
                  
                  
                  -**GROSS
                      PROFIT**
                  
                  
                  -
                  
                  
                  
                  -**OPERATING
                      EXPENSES**Accounting
                      and audit fees
                  
                  
                  25,308
                  
                  
                  
                  9,324Stock
                      transfer fees
                  
                  
                  2,373
                  
                  
                  
                  1,769Administrative
                      and other
                  
                  
                  1,817
                  
                  
                  
                  1,779**Total
                      operating expenses**
                  
                  
                  29,498
                  
                  
                  
                  12,872**NET
                      (LOSS) FROM OPERATIONS BEFORE****OTHER
                      INCOME (EXPENSE)**
                  
                  
                  (29,498
                  )
                  
                  
                  (12,872
                  )**OTHER
                      INCOME (EXPENSE)**Debt
                      forgiveness
                  
                  
                  629,707
                  
                  
                  
                  -Interest
                      expense
                  
                  
                  -
                  
                  
                  
                  (32,016
                  )**Total
                      other income (expense)**
                  
                  
                  629,707
                  
                  
                  
                  (32,016
                  )**NET
                      INCOME (LOSS) BEFORE INCOME TAXES**
                  
                  
                  600,209
                  
                  
                  
                  (44,888
                  )Provision
                      for income taxes
                  
                  
                  -
                  
                  
                  
                  -**NET
                      INCOME (LOSS) FROM  OPERATIONS**
                  
                  $
                  600,209
                  
                  
                  $
                  (44,888
                  )**NET
                      INCOME (LOSS) FROM OPERATIONS PER SHARE**
                  $
                  6.20
                  
                  
                  $
                  (0.46
                  )**WEIGHTED
                      AVERAGE NUMBER OF COMMON****SHARES
                      OUTSTANDING**
                  
                  
                  96,732
                  
                  
                  
                  96,732
  The
              accompanying notes are an integral part of these consolidated financial
              statements.
 **18**
  **CAPITAL
                      SOLUTIONS I, INC.****STATEMENT
                      OF CHANGES IN STOCKHOLDERS' (DEFICIT)****FOR
                      THE YEARS ENDED MAY 31, 2007 AND 2006****Additional****Paid-In**
                  
                  
                  **Accumulated****Preferred
                      Stock**
                  
                  
                  
                  
                  
                  **Common
                      Stock**
                  
                  
                  
                  
                  
                  **Capital**
                  
                  
                  **Deficit**
                  
                  
                  **Total****Shares**
                  
                  
                  **Amount**
                  
                  
                  **Shares**
                  
                  
                  **Amount**
                  
                  
                  **(Restated)**
                  
                  
                  **(Restated)**
                  
                  
                  **(Restated)****BALANCE
                      - MAY 31, 2005**
                  
                  
                  50,000
                  
                  
                  $
                  -
                  
                  
                  
                  30,096,732
                  
                  
                  $
                  3
                  
                  
                  $
                  472,411
                  
                  
                  $
                  (1,115,917
                  )
                  
                  $
                  (643,503
                  )Rescission
                      agreement - cancel
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (30,000,000
                  )
                  
                  
                  (3
                  )
                  
                  
                  (20,997
                  )
                  
                  
                  -
                  
                  
                  
                  (21,000
                  )Related
                      party debt forgiven and converted to equity
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  $
                  -
                  
                  
                  
                  80,116
                  
                  
                  
                  -
                  
                  
                  
                  80,116Net
                      (loss) for the year
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (44,888
                  )
                  
                  
                  (44,888
                  )**BALANCE
                      - MAY 31, 2006**
                  
                  
                  50,000
                  
                  
                  
                  -
                  
                  
                  
                  96,732
                  
                  
                  
                  -
                  
                  
                  
                  531,530
                  
                  
                  
                  (1,160,805
                  )
                  
                  
                  (629,275
                  )Net
                      income for the year
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  600,209
                  
                  
                  
                  600,209**BALANCE
                      - MAY 31, 2007**
                  
                  
                  50,000
                  
                  
                  $
                  -
                  
                  
                  
                  96,732
                  
                  
                  $
                  -
                  
                  
                  $
                  531,530
                  
                  
                  $
                  (560,596
                  )
                  
                  $
                  (29,066
                  )
   The
              accompanying notes are an integral part of these consolidated financial
              statements.
 **19**
  **CAPITAL
                      SOLUTIONS I, INC.****STATEMENTS
                      OF CASH FLOWS****FOR
                      THE YEARS ENDED MAY 31, 2007 AND 2006****(Restated)****2007**
                  
                  
                  **2006****CASH
                      FLOWS FROM OPERATING ACTIVITIES****Operations:**Net
                      income (loss)
                  
                  $
                  600,209
                  
                  
                  $
                  (44,888
                  )**Adjustments
                      to reconcile net income (loss) to net change****in
                      operating activities:**Forgiveness
                      of debt
                  
                  
                  (629,707
                  )
                  
                  
                  -**Changes
                      in assets and liabilities**Increase
                      in accounts payable and accrued expenses
                  
                  
                  27,373
                  
                  
                  
                  27,183**Total
                      adjustments**
                  
                  
                  (602,334
                  )
                  
                  
                  27,183**Net
                      cash (used in) operating activities**
                  
                  
                  (2,125
                  )
                  
                  
                  (17,705
                  )**CASH
                      FLOWS FROM FINANCING ACTIVITIES**Proceeds
                      from officers loan
                  
                  
                  -
                  
                  
                  
                  18,000Proceeds
                      from related party
                  
                  
                  2,000
                  
                  
                  
                  -**Net
                      cash provided by financing activities**
                  
                  
                  2,000
                  
                  
                  
                  18,000**NET
                      INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS**
                  
                  
                  (125
                  )
                  
                  
                  295**CASH
                      AND CASH EQUIVALENTS - BEGINNING OF YEAR**
                  
                  
                  432
                  
                  
                  
                  137**CASH
                      AND CASH EQUIVALENTS - END OF YEAR**
                  
                  $
                  307
                  
                  
                  $
                  432**SUPPLEMENTAL
                      DISCLOSURE OF CASH FLOW INFORMATION:**Cash
                      paid during the year for:Interest
                  
                  $
                  -
                  
                  
                  $
                  -Income
                      taxes
                  
                  $
                  -
                  
                  
                  $
                  -**SUPPLEMENTAL
                      DISCLOSURE OF NON-CASH FLOW INFORMATION:**Forgiveness
                      of debt
                  
                  $
                  629,707
                  
                  
                  $
                  -
 The
            accompanying notes are an integral part of these consolidated financial
            statements.
 **20**
 **CAPITAL
          SOLUTIONS I, INC.**
 FINANCIAL
        STATEMENTS
 MAY
        31, 2007 AND 2006
   **NOTE
        1
        -               ORGANIZATION**
 
 Capital
        Solutions I, Inc., “CSI” (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.
 
 On
        May
        26, 2005, Capital Solutions I, Inc., (“The Company”) consummated a Share
        Exchange Agreement with Bedrock Holdings Corporation, Inc., a privately held
        Company whereby, Capital Solutions I, Inc., agreed to acquire all the
        outstanding capital stock of Bedrock Holdings Corporation, Inc. The acquisition
        was accounted for under the purchase method of accounting. Accordingly, Bedrock
        Holdings Corporation, Inc. was treated as a wholly owned subsidiary of Capital
        Solutions I, Inc.
 
 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
        20,000,000,000 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 outstanding common stock from
        783,667,072 to 78,366,672; and the approval of the Amended and Restated Articles
        of Incorporation.  An amended and Restated Certificate of
        Incorporation was filed with the Delaware Secretary of State on June 17,
        2005.
 
 **21**
 **CAPITAL
        SOLUTIONS I, INC.**
 **FINANCIAL
        STATEMENTS (CONTINUED)**
 **MAY
        31, 2007 AND 2006**






**NOTE
      1
      -               ORGANIZATION
      (CONTINUED)**





On
      October 19, 2005, the Company took the following actions based on the Rescission
      Agreement to cancel 30,000,000 shares of common stock, which had been issued
      to
      the Bedrock Shareholders, and certain other individuals have been cancelled
      and
      returned to the treasury.





On
      January 31, 2006 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 engaged in a 1:500 reverse stock split of its
      common stock, decreasing the Company’s issued outstanding common stock from
      48,366,672 to 96,732; and the approval of the Amended and Restated Articles
      of
      Incorporation.  An amended and Restated Certificate of Incorporation
      was filed with the Delaware Secretary of State on January 31, 2006.





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





**Use
      of
      Estimates**





The
      preparation of the 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 is recognized when the services are rendered and collectibility is
      reasonably assured.


**22**
 **CAPITAL
        SOLUTIONS I, INC.**
 **FINANCIAL
        STATEMENTS (CONTINUED)**
 **MAY
        31, 2007 AND 2006**


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





**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 basis reporting amounts at each year-end based on enacted tax
      laws and statutory tax rates.  All deferred tax assets that arose from
      the carryforward of net operating losses have been offset by a valuation
      allowance due to the uncertainty of the realization of these tax
      assets.





**Fair
      Value of Financial Instruments**





The
      carrying amounts reported in the balance sheet for cash and cash equivalents
      and
      accounts payable approximate their fair value because of the immediate or
      short-term maturity of these 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 stock based awards is compensation expense at least equal to a
      defined minimum value over the service period. SFAS 123 measures compensation
      with reference to “fair value”, which equals the sum of three elements;
      intrinsic value, time value of money, and time value associated with the stock’s
      volatility.





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





Historical
      net income (loss) per common share is computed using the weighted average number
      of common shares outstanding.  Diluted earnings per share (EPS)
      include additional dilution from common stock equivalents, such as stock
      issuable pursuant to the exercise of stock options and warrants. Common stock
      equivalents are not included in the computation of diluted earnings per share
      when the Company reports a loss because to do so would be antidilutive for
      periods presented.


**23**
 **CAPITAL
          SOLUTIONS I, INC.**
 **FINANCIAL
          STATEMENTS (CONTINUED)**
 **MAY
          31, 2007 AND 2006**


**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,****2007**
              
              
              **2006**Net
                  income (loss)
              
              $
              600,209
              
              
              $
              (44,888
              )Weighted-average
                  common sharesOutstanding
                  (Basic)
              
              
              96,732
              
              
              
              96,732Weighted-average
                  common stockEquivalentsStock
                  options
              
              
              -
              
              
              
              -Warrants
              
              
              -
              
              
              
              -Weighted-average
                  common sharesOutstanding
                  (Diluted)
              
              
              96,732
              
              
              
              96,732





There
      are
      no options and warrants outstanding to purchase stock at May 31, 2007 or
      2006.








**Recent
      Accounting Pronouncements**





On
      October 3, 2001, the FASB issued Statement of Financial Accounting Standards
      No.
      144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (“SFAS
      144”), that is applicable to financial statements issued for fiscal years
      beginning after December 15, 2001. The FASB’s new rules on asset impairment
      supersede SFAS 121, “Accounting for the Impairment of Long-Lived Assets to be
      Disposed Of”, and portions of Accounting Principles Board Opinion No. 30,
“Reporting the Results of Operations.” This Standard provides a single
      accounting model for long-lived assets to be disposed of and significantly
      changes the criteria that would have to be met to classify an asset as
      held-for-sale. Classification as held-for-sale is an important distinction
      since
      such assets are not depreciated and are stated at the lower of fair value or
      carrying amount. This Standard also requires expected future operating losses
      from discontinued operations to be displayed in the period (s) in which the
      losses are incurred, rather than as of the measurement date as presently
      required. The Company disposed of its wholly-owned subsidiary Bedrock Holdings
      Corporation, Inc. during the quarter ended November 30, 2005. The loss from
      disposal of those assets was $21,000.


**24**
 **CAPITAL
          SOLUTIONS I, INC.**
 **FINANCIAL
          STATEMENTS (CONTINUED)**
 **MAY
          31, 2007 AND 2006**


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





**Recent
      Accounting Pronouncements (Continued)**


In
      February 2006, the FASB issued SFAS No. 155, “Accounting for Certain
      Hybrid Financial Instruments, an amendment of FASB Statements No. 133 and
      140.” SFAS No. 155 resolves issues addressed in SFAS No. 133
      Implementation Issue No. D1, “Application of Statement 133 to Beneficial
      Interests in Securitized Financial Assets,” and permits fair value remeasurement
      for any hybrid financial instrument that contains an embedded derivative that
      otherwise would require bifurcation, clarifies which interest-only strips and
      principal-only strips are not subject to the requirements of SFAS No. 133,
      establishes a requirement to evaluate interests in securitized financial assets
      to identify interests that are freestanding derivatives or that are hybrid
      financial instruments that contain an embedded derivative requiring bifurcation,
      clarifies that concentrations of credit risk in the form of subordination are
      not embedded derivatives and amends SFAS No. 140 to eliminate the
      prohibition on a qualifying special-purpose entity from holding a derivative
      financial instrument that pertains to a beneficial interest other than another
      derivative financial instrument. SFAS No. 155 is effective for all
      financial instruments acquired or issued after the beginning of the first fiscal
      year that begins after September 15, 2006. The Company is currently
      evaluating the effect the adoption of SFAS No. 155 will have on its
      financial position or results of operations.





In
      March 2006, the FASB issued SFAS No. 156, “Accounting for Servicing of
      Financial Assets, an amendment of FASB Statement No. 140.” SFAS
      No. 156 requires an entity to recognize a servicing asset or liability each
      time it undertakes an obligation to service a financial asset by entering into
      a
      servicing contract under a transfer of the servicer’s financial assets that
      meets the requirements for sale accounting, a transfer of the servicer’s
      financial assets to a qualified special-purpose entity in a guaranteed mortgage
      securitization in which the transferor retains all of the resulting securities
      and classifies them as either available-for-sale or trading securities in
      accordance with SFAS No. 115, “Accounting for Certain Investments in Debt
      and Equity Securities” and an acquisition or assumption of an obligation to
      service a financial asset that does not relate to financial assets of the
      servicer or its consolidated affiliates. Additionally, SFAS No. 156
      requires all separately recognized servicing assets and servicing liabilities
      to
      be initially measured at fair value, permits an entity to choose either the
      use
      of an amortization or fair value method for subsequent measurements, permits
      at
      initial adoption a one-time reclassification of available-for-sale securities
      to
      trading securities by entities with recognized servicing rights and requires
      separate presentation of servicing assets and liabilities subsequently measured
      at fair value and additional disclosures for all separately recognized servicing
      assets and liabilities. SFAS No. 156 is effective for transactions entered
      into after the beginning of the first fiscal year that begins after
      September 15, 2006. The Company is currently evaluating the effect the
      adoption of SFAS No. 156 will have on its financial position or results of
      operations.





**25**
 **CAPITAL
          SOLUTIONS I, INC.**
 **FINANCIAL
          STATEMENTS (CONTINUED)**
 **MAY
          31, 2007 AND 2006**


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





**Recent
      Accounting Pronouncements (Continued)**





In
      September 2006, the FASB issued SFAS No. 157 “Fair Value
      Measurements,” which provides a definition of fair value, establishes a
      framework for measuring fair value and requires expanded disclosures about
      fair
      value measurements. SFAS No. 157 is effective for financial statements
      issued for fiscal years beginning after November 15, 2007 and interim
      periods within those fiscal years. The provisions of SFAS No. 157
      should be applied prospectively. Management is assessing the potential impact
      on
      Company’s financial condition and results of operations.





In
      September 2006, the FASB issued SFAS No. 158 “Employers’ Accounting
      for Defined Benefit Pension and Other Postretirement Plans”, which amends
      SFAS No. 87 “Employers’ Accounting for Pensions”
(SFAS No. 87), SFAS No. 88 “Employers’ Accounting for
      Settlements and Curtailments of Defined Benefit Pension Plans and for
      Termination Benefits” (SFAS No. 88), SFAS No. 106
“Employers’ Accounting for Postretirement Benefits Other Than Pensions”
(SFAS No. 106), and SFAS No. 132R “Employers’ Disclosures
      about Pensions and Other Postretirement Benefits (revised 2003)”
(SFAS No. 132R). This Statement requires companies to recognize an
      asset or liability for the overfunded or underfunded status of their benefit
      plans in their financial statements. SFAS No. 158 also requires the
      measurement date for plan assets and liabilities to coincide with the sponsor’s
      year-end. The standard provides two transition alternatives related to the
      change in measurement date provisions. The recognition of an asset and liability
      related to the funded status provision is effective for fiscal year ending
      after
      December 15, 2006 and the change in measurement date provisions is
      effective for fiscal years ending after December 15, 2008. This
      pronouncement has no effect on the Company at this time.





In
      February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
      Financial Assets and Liabilities, including an amendment of FASB Statement
      No.
      115” (“SFAS No. 159”). SFAS No. 159 permits entities to choose, at specified
      election dates, to measure many financial instruments and certain other items
      at
      fair value that are not currently required to be measured at fair value.
      Unrealized gains and losses shall be reported on items for which the fair value
      option has been elected in earnings at each subsequent reporting date. SFAS
      No.
      159 is effective for fiscal years beginning after November 15, 2007. Early
      adoption is permitted as of the beginning of a fiscal year that begins on or
      before November 15, 2007, provided the entity also elects to apply the
      provisions of SFAS No. 157 “Fair Value Measurements” (“SFAS No. 157”). The
      Company is currently assessing the impact that SFAS No. 159 will have on its
      financial statements.


**26**
 **CAPITAL
          SOLUTIONS I, INC.**
 **FINANCIAL
          STATEMENTS (CONTINUED)**
 **MAY
          31, 2007 AND 2006**


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





The
      following represents the Company’s accounts payable and accrued expenses as of
      May 31, 2007:




Professional
                  Fees
              
              $
              7,000Stock
                  Transfer Agent Fees
              
              
              2,373Total
                  Accounts Payable and Accrued Expenses
              
              $
              9,373




**NOTE
                4 -**
            **LOANS  PAYABLE-RELATED
                PARTY**





As
      of May
      31, 2007, the Company has received a total of $20,000 in the form of advances
      from affiliated companies either in the form of cash or through the affiliated
      companies payment of legal and professional fees on behalf of the
      Company.





During
      the year ended May 31, 2006, the Company wrote off loans from affiliated
      companies resulting in income from debt of forgiveness of $80,116.





**NOTE
                5 -**
            **EXPIRATION
                OF DEBT**





The
      Company has recognized $629,707 of income as certain debt and related costs
      expired during the year ended May 31, 2007.  The Company had
      outstanding convertible debentures in the amount of $400,202, which matured
      August 27, 2003.  The debentures had been reported as a current
      liability in previous years.  Under Colorado Law, these debentures
      along with the associated interest accrued and expenses of $229,505 have
      expired.





**NOTE
                6 -**
            **STOCKHOLDERS’
                (DEFICIT)**





At
      May
      31, 2007 and 2006, the Company had two classes of stock, preferred and common
      stock, each having a par value of $.0000001.





On
      October 19, 2005, the Company took the following actions based on the Rescission
      Agreement to cancel 30,000,000 shares of common stock, which had been issued
      to
      the Bedrock Shareholders, and certain other individuals have been cancelled
      and
      returned to the treasury.


**27**
 **CAPITAL
        SOLUTIONS I, INC.**
 **FINANCIAL
        STATEMENTS (CONTINUED)**
 **MAY
        31, 2007 AND 2006**


**NOTE
                6 -**
            **STOCKHOLDERS’
                (DEFICIT) (CONTINUED)**





**Preferred
      Stock**





On
      June
      17, 2005, the Company decreased its authorized shares from 200,000,000 to
      20,000,000 shares.  The par value remains the same at $.0000001 per
      share.





**Common
      Stock**





On
      June
      17, 2005, a 1:10 reverse stock split of the Company’s common stock became
      effective.  This stock split decreased the issued and outstanding
      shares from 783,667,072 to 78,366,672.  Additionally, the authorized
      shares of common stock decreased from 20,000,000,000 to
      900,000,000.  The par value remains the same at $.0000001 per
      share.





On
      January 31, 2006, a 1:500 reverse stock split of the Company’s common stock
      became effective.  This stock split decreased the issued and
      outstanding shares from 78,366,672 to 96,732.





In
      the
      year ended May 31, 2006, related party debt of $80,116 was forgiven and
      converted to equity (see note 4).





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





The
      Company did not provide for income taxes for the fiscal year ended May 31,
      2007.
      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, 2007, the deferred tax assets consist of the following:




**2007**Deferred
                    taxes due to net operating losscarryforwards
              
              $
              179,391Less:  Valuation
                  allowance
              
              
              (179,391)Net
                  deferred tax asset
              
              $
              -
 
 **28**
 **CAPITAL
        SOLUTIONS I, INC.**
 **FINANCIAL
        STATEMENTS (CONTINUED)**
 **MAY
        31, 2007 AND 2006**


**NOTE
                8 -**
            **GOING
                CONCERN**





As
      shown
      in the accompanying financial statements the Company has incurred capital
      deficits and has had net operating losses from continuing operations for the
      years ended May 31, 2007 and 2006.  The Company did however, with the
      inclusion of the expiration of debt totaling $629,707, had income for the year
      ended May 31, 2007. The Company has no revenues to support itself.





In
      view
      of these matters, continuing as a going concern is dependent upon the Company’s
      ability to raise additional capital, and to secure a future business
      combination. Management believes that actions planned and presently being taken
      to revise the Company’s operating and financial requirements provide the
      opportunity for the Company to continue as a going concern.





The
      financial statements do not include any adjustments that might result from
      the
      outcome of these uncertainties.





**NOTE
                9 -**
            **RESTATEMENT
                OF FINANCIAL
                STATEMENTS**





On
      November 29, 2006, the Company ("registrant") determined the financial
      statements should be revised for the fiscal year ended May 31, 2006 to
      reclassify $80,116 of related-party debt forgiveness from other income to
      capital, or more specifically, additional paid-in capital. The effects of this
      restatement are as follows:


- Additional
          paid-in capital increased $80,116 from $451,414 to $531,530.
- Accumulated
          (deficit) increased from $(1,080,689) to $(1,160,805).
- Net
          income decreased from $35,228 to a net (loss) of $(44,888).
- Net
          income from operations per share decreased from $0.36 to a net(loss)
          per share of $(0.46).




This
      restatement has no effect on the
      financial position, operations, or cash flows of the Company for any prior
      annual or interim periods presented (forms 10-KSB and 10-QSB). The Company's
      board of directors has discussed all detailsof
      the restatement with the
      registrant's independent accountants.




**29**




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





NONE





**Item
                8A.**
            **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.





**30**


**PART
      III**





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





Executive
      Officers





The
      following individuals were serving as executive officers of the Company on
      September 12, 2007:




Name
            Age
            TitleChristopher
              Astrom
            36
            President,
              Chief Executive Officer and Chief Financial OfficerRichard
              Astrom
            60
            Director




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
      (36).  Christopher Astrom has been a director of the Company since
      August 2001 and is currently the President, Chief Executive Officer and Chief
      Financial Officer.  He has served as as Secretary and Treasurer of
      Genesis Capital Corporation of Nevada since September 2001.





Richard
      Astrom (60).  Richard
      Astrom has been a director of the Company since September 2001. He has also
      been
      President and a director of Genesis Capital Corporation of Nevada since
      September 2001.





Richard
      Astrom is Christopher Astrom's
      father. The Company does not have any employees other than 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.





**31**


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**





The
      following table sets forth compensation awarded to, earned by or paid to our
      Chief Executive Officer and the four other most highly compensated executive
      officers with compensation in excess of $100,000 for the years ended May 31,
      2007, 2006 and 2005 (collectively, the "Named Executive Officers").




**SUMMARY
                  COMPENSATION TABLE**Name
                  and principal position
              Year
              Salary
              Bonus
              Stock
                  Awards
              Option
                  Awards
              Non-Equity
                  Incentive
                Plan
                  Compensation
              Nonqualified
                  Deferred Compensation Earnings
              All
                  Other Compensation
              TotalChristopher
                  Astrom
              2007
              0
              0
              0
              0
              0
              0
              02006
              0
              0
              0
              0
              0
              0
              02005
              
              
              150,000,000Richard
                  Astrom
              2007
              0
              0
              0
              0
              0
              0
              02006
              0
              0
              0
              0
              0
              0
              02005
              
              
              250,000,000





The
      following tables show, as to the named executive officers, certain information
      concerning stock options:





**32**





**OUTSTANDING
                EQUITY AWARDS AT MAY 30, 2007**OPTION
                AWARDS
            STOCK
                AWARDSName
            Number
                of Securities Underlying Unexercised Options
              (#)
              Exercisable
            Number
                of Securities Underlying Unexercised Options
              (#)
              Unexercisable
            Equity
                Incentive Plan Awards: Number of Securities Underlying Unexercised
                Unearned Options
              (#)
            Option
                Exercise Price
              ($)
            Option
                Expiration Date
            Number
                of Shares of Stock That Have Not Vested
              (#)
            Market
                Value of Shares of Stock That Have Not Vested
              ($)
            Equity
                Incentive Plan Awards: Number of Unearned Shares or Other Rights
                That Have
                Not Vested
              (#)
            Equity
                Incentive Plan Awards: Market or Payout Value of Unearned Shares
                or Other
                Rights That Have Not Vested
              (#)Christopher
                Astrom
            noneRichard
                Astrom
            none





Compensation
      of Directors





Our
      directors are not compensated for
      their services as directors of Daniels.




Employment
      Contracts





The
      Company does 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.





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





The
      Company does not have a
      compensation committee. Decisions concerning the compensation of our executive
      officers are made by the Board of Directors. The Board during fiscal 2007
      participated in the Board's deliberations concerning executive officer
      compensation during the fiscal year ended May 31, 2007.





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%.





**33**


Directors
      Compensation





The
      Company's directors were not
      compensated for services rendered as a director during fiscal 2007




Name
            Fees
                Earned or Paid in Cash
            Stock
                Awards
            Option
                Awards
            Non-Equity
                IncentivePlan
                Compensation
            Non-Qualified
                Deferred Compensation Earnings
            AllOther
                Compensation
            TotalChristopher
                Astrom
            0
            0
            0
            0
            0
            0
            0Richard
                Astrom
            0
            0
            0
            0
            0
            0
            0




**Item
                11.**
            **Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters.**





The
      following table sets forth as of
      May 31, 2007, 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.




Owner
            Common
                Shares
            PercentageChristopher
                Astrom(1)
            20,001
            29.97%Richard
                Astrom
            30,000
            44.96%Officers
                and directors as a group (2 persons)
            50,001
            74.93%Damian
                Guthrie(2)
            4,600
            6.9%





(1)  Also,
      the Company has issued to Christopher Astrom 20,000 shares of Preferred stock,
      which represents 100% of the issued and outstanding preferred
      stock.




(2)  Mr.
      Guthrie beneficially owns his share ownership through Harbourside Corporation
      Pty Limited – 1,150 shares and Bayshore Capital Pty Limited – 3,450 each of
      which he is sole owner and has sole voting and dispositive control.








INDIVIDUAL
      COMPENSATION ARRANGEMENTS





NONE





**34**




**Item
                12.**
            **Certain
                Relationships and Related Transactions, and Director
                Independence.**




Richard
      Astrom is the father of
      Christopher Astrom.





The
      Company from time to time has
      received funds either through advances or through the payment of legal and
      professional fees from affiliated companies. As of September 12, 2007, the
      Company has outstanding amounts due its affiliates of $20,000.





**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 ___, 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
                Acquisition Corp. and Equity Planners LLC, Sea Lion Investors LLC
                and
                Myrtle Holdings LLC (previously filed as Exhibit 10.1 to Form 10-KSB
                filed
                October 4, 2002).





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





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





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





32.1
            Certification
                pursuant to 18 U.S.C. Section 1350





**35**




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, 2007 and 2006 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.




Fiscal
                  Year Ending
                May
                  31, 2007
              
              
              Fiscal
                  Year Ending
                May
                  31, 2006Audit
                  Fees
              
              $
              7,000
              
              
              $
              1,000Audit-Related
                  Fees
              
              $
              7,500
              
              
              $
              5,000Tax
                  Fees
              
              $
              1,000
              
              
              $
              3,324TOTAL
              
              $
              15,500
              
              
              $
              9,324





Audit
      Fees for the fiscal years ended
      May 31, 2007 and 2006 were for professional services rendered for the audits
      of
      the consolidated financial statements of the Company, quarterly review of the
      financial statements included in Quarterly Reports on Form 10-QSB, consents,
      and
      other assistance required to complete the year end audit of the consolidated
      financial statements.





Audit-Related
      Fees as of the fiscal
      years ended May 31, 2007 and 2006 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, 2007 and 2006 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, 2007 and
      2006.





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.





**36**


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 &
Levine 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
      & Levine in 2006 were approved by the Board of Directors.





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
              ASTROMBy:
              Christopher AstromCHIEF
              EXECUTIVE OFFICERCHIEF
              FINANCIAL OFFICERDate:
              September 13, 2007




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
              ASTROMBy:  Christopher
              AstromDirectorDate:  September
              13,
              2007


/s/ RICHARD
              ASTROMBy:  Richard
              AstromDirectorDate:  September
              13,
              2007











**37**