SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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                                  FORM 10-KSB/A

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                     FOR THE FISCAL YEAR ENDED MAY 31, 2002

                          Commission File Number 0-9879

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                       VACATION OWNERSHIP MARKETING, INC.
             (Exact Name of Registrant as Specified in its Charter)


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

                                  6915 RED ROAD
                                   SUITE #222
                           CORAL GABLES, FLORIDA 33143
                                 (305) 666-6565
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

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           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
                                      None

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

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

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

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

         The aggregate market value of voting stock held by non-affiliates of
the registrant as of April 1, 2003 was $36,848.94 (based on the last reported
sale price of $.001 per share on September 12, 2002).

         The number of shares of the registrant's common stock outstanding as of
April 1, 2003 was 61,110,595.

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<TABLE>
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                       VACATION OWNERSHIP MARKETING, INC.
                        2002 FORM 10-KSB/A ANNUAL REPORT
                                TABLE OF CONTENTS
<S>                                                                                                                 <C>
PART I.............................................................................................................  3
    Restatement Information........................................................................................  3
    ITEM 1.      Business..........................................................................................  4
    RISK FACTORS...................................................................................................  8
    ITEM 2.      Properties........................................................................................ 11
    ITEM 3.      Legal Proceedings................................................................................. 11
    ITEM 4.      Submission of Matters to a Vote of Security Holders............................................... 11
PART II............................................................................................................ 12
    ITEM 5.      Market for Registrant's Common Equity and Related Stockholder Matters............................. 12
    ITEM 6.      Management's Discussion and Analysis or Plan of Operation......................................... 14
    ITEM 7.      Financial Statements.............................................................................. 22
    ITEM 8.      Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.............. 36
PART III........................................................................................................... 37
    ITEM 9.      Directors and Executive Officers of the Registrant Board of Directors............................. 37
    ITEM 10.     Executive Compensation............................................................................ 38
    ITEM 11.     Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.... 38
    ITEM 12.     Certain Relationships and Related Transactions.................................................... 39
    ITEM 13.     Exhibits and Reports on Form 8-K.................................................................. 41
    ITEM 14.     Controls and Procedures........................................................................... 41
SIGNATURES......................................................................................................... 42
CERTIFICATION...................................................................................................... 42
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         THIS REPORT CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND
UNCERTAINTIES. SUCH STATEMENTS ARE BASED ON CURRENT EXPECTATIONS, ASSUMPTIONS,
ESTIMATES AND PROJECTIONS ABOUT THE COMPANY AND ITS INDUSTRY. THESE
FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES. FORWARD-LOOKING
STATEMENTS ARE SUBJECT TO KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER
FACTORS THAT MAY CAUSE ACTUAL RESULTS, LEVELS OF ACTIVITY, PERFORMANCE,
ACHIEVEMENTS AND PROSPECTS TO BE MATERIALLY DIFFERENT FROM THOSE EXPRESSED OR
IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. THE COMPANY UNDERTAKES NO OBLIGATION
TO UPDATE PUBLICLY ANY FORWARD-LOOKING STATEMENTS FOR ANY REASON EVEN IF NEW
INFORMATION BECOMES AVAILABLE OR OTHER EVENTS OCCUR IN THE FUTURE.

                                     PART I
RESTATEMENT INFORMATION

         The Company, in consultation with its independent accountants, is
restating, on an annualized basis, its consolidated financial statements for the
Company's fiscal year ended May 31, 2002. The effect of this restatement is to
change financial information presented for the quarters ended August 31, 2001,
November 30, 2001 and February 28, 2002. The Company's restatement contains
adjustments that fall into four categories.

         The first category of adjustments arise from the recognition of
$404,192 of expenses associated with the Company's merger and recapitalization
in its proper period. The effect of this adjustment is to change the Company's
first quarter balance sheet to reflect the merger and recapitalization.

         The second category of adjustments utilizes the completed contract
method for Encore Builders, Inc. which at the time was the Company's
wholly-owned subsidiary. This policy recognizes income only when the contract is
completed, or substantially so. This adjustment affects the second quarter ended
November 30, 2001 and the third quarter ended February 28, 2002.

         The third category of adjustments pertains to the VAOM Debentures.
Pursuant to this adjustment, amortization of discount on debenture conversions
in the amount of $39,223 and professional fees associated with debenture funding
and stock issuances of $30,200 not previously recognized in the second quarter
ended November 30, 2001 is being reflected. The Company is also reflecting $571
of amortized interest on debenture conversions and $8,040 of additional accrued
interest in the third quarter ended February 28, 2002.

         The fourth category of adjustments involves the Company reclassifying
certain amounts in permanent stockholder equity (deficit) to temporary equity.
The impact of this change is that approximately $123,000 previously credited in
permanent stockholder equity (deficit) and paid in capital was moved to a
temporary account. These amounts will remain in temporary equity until the
resolution of certain legal matters more fully described in "RISK FACTORS -
Risks Related to Legal Uncertainties".

         As the effects of this restatement will be reflected in this annual
report on Form 10-KSB/A and the Company's quarterly reports for the periods
ended August 31, 2002, November 30, 2002 and February 28, 2003, the Company does
not plan to file amended quarterly reports for the periods ended August 31,
2001, November 30, 2001 and February 28, 2002. The following, however, is a
summary of the cumulative effect of the restatement of the Company's net loss
for these quarters:




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NET LOSS FOR THE PERIOD ENDED AUGUST 31, 2001

  NET LOSS, AS PREVIOUSLY STATED                                      ($56,911)
        Organization costs - merger                                   (320,000)
        Professional fees - merger                                     (84,192)
                                                                     ----------
        NET LOSS, AS RESTATED                                        ($461,103)
                                                                     ==========

NET LOSS FOR THE PERIOD ENDED NOVEMBER 30, 2001
  THREE MONTHS ENDED NOVEMBER 30, 2001
        NET LOSS, AS PREVIOUSLY STATED                                ($32,013)
        Interest expense - debentures                                   (9,611)
        Amortization of discount on debenture conversions              (39,223)
        Legal fees - debentures                                        (45,200)
        Fees - investors                                               (52,653)
                                                                     ----------
        NET LOSS, AS RESTATED                                        ($178,700)
                                                                     ==========
  SIX MONTHS ENDED NOVEMBER 30, 2001
        NET LOSS, AS PREVIOUSLY STATED                                ($88,924)
        Organization costs - merger                                   (320,000)
        Professional fees - merger                                     (84,192)
        Interest expense - debentures                                   (9,611)
        Amortization of discount on debenture conversions              (39,223)
        Legal fees - debentures                                        (45,200)
        Fees - investors                                               (52,653)
                                                                     ----------
        NET LOSS, AS RESTATED                                        ($639,803)
                                                                     ==========

NET LOSS FOR THE PERIOD ENDED FEBRUARY 28, 2002
   THREE MONTHS ENDED FEBRUARY 28, 2002
        NET LOSS, AS RESTATED                                          ($1,559)
        Interest expense - debentures                                   (8,040)
        Amortization of discount on debenture conversions                 (571)
        Legal fees - debentures                                        (10,000)
        Fees - investors                                               (43,976)
                                                                     ----------
        NET LOSS, AS RESTATED                                         ($64,146)
                                                                     ==========
   NINE MONTHS ENDED FEBRUARY 28, 2002
        NET LOSS, AS PREVIOUSLY STATED                                ($90,483)
        Organization costs - merger                                   (320,000)
        Professional fees - merger                                     (84,192)
        Interest expense - debentures                                  (17,651)
        Amortization of discount on debenture conversions              (39,794)
        Legal fees - debentures                                        (55,200)
        Fees - investors                                               (96,629)
                                                                     ----------
        NET LOSS, AS RESTATED                                        ($703,949)
                                                                     ==========


ITEM 1.  BUSINESS

OVERVIEW

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

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quarter of 2002. The Company is now essentially a shell corporation.

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

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

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

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

         On August 29, 2001, the Company purchased from Acquisition Corp. 9,000
newly issued shares of Acquisition Corp. Common Stock (in excess of the 1,000
already owned by Christopher Astrom and Braulio Gutierrez) for $1. Subsequently,
Acquisition Corp. was merged into the Company via a "short-form" merger pursuant
to Sections 251 and 253 of the Delaware General Corporation Law, which permit a
corporation of which at least 90% of the shares of each class are owned by a
parent company, to be merged into the parent company without stockholder
approval. Pursuant to the merger, and by operation of law, the Company assumed
all of the rights and obligations of Acquisition Corp. Thus, pursuant to the
merger (a) Encore Builders became the Company's wholly-owned subsidiary, (b) all
of the issued and outstanding shares of Acquisition Corp. Common Stock owned by
Messrs. Astrom and Gutierrez (i.e., 1,000 shares) were surrendered by them to,
and were canceled by the Company, (c) all of the issued and outstanding shares
of Acquisition Corp. Common Stock owned by the Company were canceled, and (d)
the Acquisition Corp. Debentures were surrendered, canceled, and new debentures
(the "VAOM Debentures"), identical to the Acquisition Corp. Debentures, together
with

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accompanying conversion rights into authorized but unissued shares of VAOM
Common Stock, were issued by the Company to the holders of the Acquisition Corp.
Debentures. The Acquisition Corp. Debentures were issued, exchanged into VAOM
Debentures and converted pursuant to exemptions from Section 5 of the Securities
Act. However, the requirements of the exemptions relied on do not appear to have
been satisfied. See "RISK FACTORS - Risks Related to the Company's Financial
Condition and Business Model." On December 17, 2001, the Company, the holders of
the VAOM Debentures and Sroya Holdings Company, Inc. ("Sroya Holdings") as
escrow agent entered into an escrow agreement whereby the Company agreed to
deposit 100 million shares of VAOM Common Stock with Sroya Holdings for
conversion of the VAOM Debentures. As of the date of this report, Sroya Holdings
does not hold any shares of VAOM Common Stock. The Company does not plan to
issue additional Common Stock to Sroya Holdings.

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

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

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

         Without Encore Builders as its subsidiary, the Company has had no
operating business since on or about March 20, 2002 and the Company is
essentially a shell corporation. The Company intends to explore other business
opportunities. There can be no assurance that the Company will be able to find
any suitable business opportunity. Suitable business opportunities may include
those presented to the Company by persons or firms desiring to seek the
perceived advantages of a corporation registered under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). The Company will not restrict its
search to any specific business, industry, or geographical location and the
Company may participate in a business venture of virtually any kind or nature.

         The Company has, and will continue to have, little or no capital with
which to provide the owners of business opportunities with any significant cash
or other assets. However, management believes the Company will be able to offer
owners of acquisition candidates the opportunity to acquire a controlling
ownership interest in a publicly registered company without incurring the cost
and time required to conduct an initial public offering. Any such acquisition
candidate will, however, incur significant legal and accounting costs in
connection with an acquisition of the Company, including the costs of preparing
current reports on Form 8-K and periodic reports on Form 10-Q or 10-QSB and Form
10-K or 10-KSB, various agreements and other documents. The Exchange Act
specifically requires that any merger or

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acquisition candidate comply with all applicable reporting requirements, which
include providing audited financial statements to be included within the
numerous filings relevant to complying with the Exchange Act. The officers and
directors have not conducted market research and are not aware of statistical
data which would support the perceived benefits of a merger or acquisition
transaction for the owners of a business opportunity.

GOING CONCERN

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

THE MARKET

         The Company is no longer involved in the construction industry and,
therefore, the construction market is not applicable to the Company. Management
believes the Company will be able to offer owners of acquisition candidates the
opportunity to acquire a controlling ownership interest in a publicly registered
company without incurring the cost and time required to conduct an initial
public offering. Any such acquisition candidate will, however, incur significant
legal and accounting costs in connection with an acquisition of the Company,
including the costs of preparing current reports on Form 8-K and periodic
reports on Form 10-Q or 10-QSB and Form 10-K or 10-KSB, various agreements and
other documents. The Exchange Act specifically requires that any merger or
acquisition candidate comply with all applicable reporting requirements, which
include providing audited financial statements to be included within the
numerous filings relevant to complying with the Exchange Act. The officers and
directors have not conducted market research and are not aware of statistical
data which would support the perceived benefits of a merger or acquisition
transaction for the owners of a business opportunity. The market for entering
into business opportunities presented to the Company by persons or firms
desiring to seek the perceived advantages of a corporation registered under the
Exchange Act may be difficult in light of increased government regulation of
public companies, including the recently enacted Sarbanes-Oxley Act of 2002. See
"RISK FACTORS - Risks Related to the Company's Financial Condition and Business
Model".

THE COMPETITION

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

LEGAL UNCERTAINTIES

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

EMPLOYEES

         Other than Christopher Astrom, who is the Chief Executive Officer and
Chief Financial Officer of the Company, and Richard Astrom, who is the Secretary
of the Company, the Company has no employees and does not anticipate hiring any
employees in the near future. Christopher Astrom received compensation for his
employment in the form of 2.5 million shares of the Company's Series A Preferred
Stock. Richard Astrom did not receive compensation for his employment.

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                                  RISK FACTORS

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

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

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

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

THE COMPANY HAS RECEIVED A GOING CONCERN OPINION FROM ITS AUDITORS

         The Company's consolidated financial statements have been prepared on
the assumption that the Company will continue as a going concern. The Company's
independent auditors have issued a report dated September 6, 2002, that includes
an explanatory paragraph stating the Company's lack of revenue generating
activities and substantial operating deficits, among other things, raise
substantial doubt about the Company's ability to continue as a going concern.

THE COMPANY CURRENTLY HAS NO OPERATIONS

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

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

         Upon the resolution of certain legal uncertainties described below, the
Company expects its purpose will include locating and consummating a merger or
acquisition with a private entity. The Company anticipates that the selection of
a business opportunity in which to participate will be complex and extremely
risky. The Company has, and will continue to have, little or no capital with
which to provide the owners of business opportunities with any significant cash
or other assets. However, management believes the Company will be able to offer
owners of acquisition candidates the opportunity to acquire a controlling
ownership interest in a publicly registered company without incurring the cost
and time required to conduct an initial public offering. Such an acquisition
candidate will, however, incur significant legal and accounting costs in
connection with an acquisition of the Company, including the costs of preparing
current and periodic reports, various agreements and other documents.

RISKS RELATED TO LEGAL UNCERTAINTIES

THE COMPANY BELIEVES IT HAS VIOLATED DELAWARE STATE LAW

         The Company's Certificate of Incorporation, as amended, currently
authorizes the issuance of up to 50 million shares of VAOM Common Stock. It has
come to the Company's attention that, as a result of the conversion of the VAOM
Debentures into VAOM Common Stock coupled with the decrease in the trading price
of VAOM Common Stock, investors were entitled to more shares of VAOM Common
Stock than authorized. As a result, as of April 1, 2003, the Company has
61,110,595 shares of VAOM Common Stock issued, which exceeds the number of
shares authorized. Under the state law of Delaware, the issuance of VAOM Common
Stock in excess of the amount authorized may be voidable, but can be cured. It
may be possible to cure the overissuance by having the Company's board of
directors approve an amendment to the Company's Certificate of Incorporation so
long as the Company's stockholders agree. If this


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cannot be accomplished, then the Company may be liable to the holders of the
VAOM Common Stock issued in excess of the authorized amount in an amount equal
to 11,110,595 shares (the number of shares issued in excess of the amount
authorized) multiplied by the price each such share was issued for (which ranged
from approximately $.084 to $.0001 per share). As trading has been halted on
VAOM Common Stock, the overissuance, together with the Company's inability to
increase its authorized number of shares has practically eliminated the
Company's ability to raise capital. The Company believes it will not be able to
continue trading VAOM Common Stock, increase its capital resources or engage in
a business combination transaction until the overissuance is cured and the
Company increases the authorized number of shares of VAOM Common Stock.

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

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

         Section 5 of the Securities Act prohibits the sale of securities absent
an effective registration statement being filed with the SEC, unless an
exemption from registration applies. On August 27, 2001, the Company's former
parent, Acquisition Corp., offered the Acquisition Corp. Debentures. The
Acquisition Corp. Debentures were exchanged for the VAOM Debentures, and the
shares of VAOM Common Stock underlying the converted portion of the VAOM
Debentures were sold by the holders of the VAOM Debentures. This series of
transactions was performed in a manner thought to be exempt from the
registration requirements of Section 5 of the Securities Act. However, the
requirements of the exemptions relied on do not appear to have been satisfied.
Section 13 of the Securities Act provides that no action shall be maintained for
offering or selling securities in violation of Section 5 unless that action is
brought within one year of the date of the violation. If actions by the holders
of VAOM Common Stock received upon conversion of the VAOM Debentures are barred
by this statute of limitations, the Company can reclassify certain amounts from
temporary equity to permanent stockholder equity. While one year has passed from
the initial placement of the VAOM Debentures, $44,348 of the VAOM Debentures
issued, $1,927 of interest paid and $36,887 of professional fees (a total of
approximately $83,162) were converted during the period beginning on September
24, 2001 and ending on December 20, 2001. The holders of the VAOM Debentures
converted $44,348 of the VAOM Debentures issued, $1,927 of interest paid and
$36,887 of professional fees paid (a total of approximately $83,162) and
received a total of 60,340,595 shares of VAOM Common Stock, with an average
price of $.00137 per share. All shares of VAOM Common Stock issued upon
conversion of the VAOM Debentures were sold by holders of the VAOM Debentures
following conversion. This occurred during the period beginning on October 4,
2001 and ending on December 19, 2001. The closing market prices during this time
ranged from less than $.001 to $.510 per share. As of the date of this report,
there have been no actions filed against the Company based upon a violation of
Section 5. Because the statute of limitations has almost run, it is unlikely
that a large portion of these holders of VAOM Common Stock will file an action
against the Company. However, any such action maintained against the Company
could have a substantial impact on the Company's liquidity, and as the Company
currently has no revenues, could also have a substantial impact on the Company's
capital resources. The ramifications of this may entail a possible rescission
offer to the stockholders affected within the past year. Other possible
ramifications include an enforcement action by the SEC.



                                       9
<PAGE>
         As of the date of this report, the Company has not received $425,450 in
additional proceeds from the sale of debentures and has $400,202 in VAOM
Debentures outstanding. The Company has no plans to issue additional VAOM
Debentures for any amounts not yet received and has no plans to permit
outstanding VAOM Debentures to be converted.

THE COMPANY MAY NOT BE ABLE TO RAISE ADDITIONAL CAPITAL

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

THE COMPANY MAY BE IN DEFAULT OF THE VAOM DEBENTURES

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

OTHER RISKS

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

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

PENNY STOCK REGULATIONS AND REQUIREMENTS FOR LOW PRICED STOCK

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

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

         VAOM Common Stock currently trades on the OTC Bulletin Board. Stocks
trading on the OTC Bulletin Board generally attract a smaller number of market
makers and a less active public market and may be subject to significant
volatility. If the Company raises additional capital from the sale of VAOM
Common Stock, the market price could drop and the ability of investors to sell
VAOM Common Stock could be diminished. Additionally, should the Company obtain
the approval of its stockholders to increase the authorized shares of VAOM
Common Stock, the holders of the VAOM Debentures will be able to convert the
VAOM Debentures into VAOM Common Stock, thus further increasing the number of
shares of VAOM Common Stock outstanding. The issuance of shares of VAOM Common
Stock upon


                                       10
<PAGE>
conversions of the VAOM Debentures may not only result in a substantial number
of shares of VAOM Common Stock being available for resale in the public markets,
but the resale of those shares may result in a substantial decrease in the
per-share market price of VAOM Common Stock.

ITEM 2.       PROPERTIES

         The Company's principal executive offices are located at 6915 Red Road,
Suite 222, Coral Gables, Florida 33143 under a lease that expires in March 2003.
The lease is in the name of National Residential Properties, Inc., an affiliated
company, and the Company pays no rent for the leased space. Previously, the
Company's principal offices were located at 2921 NW Sixth Avenue, Miami, Florida
33127. The Company does not own any properties nor does it lease any other
properties other than its principal executive offices. The Company pays no rent
for the use of this mailing address. The Company does not believe that it will
need to maintain an office at any time in the foreseeable future in order to
carry out its plan of operations as described herein.

ITEM 3.       LEGAL PROCEEDINGS

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

         At about the time the Company discontinued its business in 1983, it
experienced adverse litigation, and judgments were rendered against the Company.
In official records of Broward and Palm Beach counties in the State of Florida,
the persons holding judgments did not recertify or refile their judgments within
the time limits as required by Florida statutes. The Company is not able to
determine whether the above would have a material impact on its condensed
consolidated financial statements.

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

         Not applicable.


















                                       11
<PAGE>
                                     PART II

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

MARKET PRICE OF VAOM COMMON STOCK

         VAOM Common Stock is quoted on The Over the Counter Bulletin Board
under the symbol VAOM. While it appears there is no market for VAOM Common
Stock, the Company has set forth in the table below the high and low closing bid
prices per share of VAOM Common Stock as reported on The Over the Counter
Bulletin Board during the fiscal year ended May 31, 2002. The last reported bid
price on The Over the Counter Bulletin Board for VAOM Common Stock was $0.0004
on September 12, 2002.

                                                          HIGH      LOW
     2002(1)
     First Quarter...................................      $1.25    $0.030
     Second Quarter..................................      $.510    $0.001
     Third Quarter...................................     $0.003    $0.000
     Fourth Quarter..................................     $0.001    $0.000
     -----------
     (1)  Source:  IDD, Information Services, Tradeline

HOLDERS

         As of April 1, 2003, there were approximately 883 holders of record
of VAOM Common Stock.

DIVIDEND POLICY

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

RECENT SALES OF UNREGISTERED SECURITIES

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

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


                                       12
<PAGE>
second quarter ended November 30, 2001, the Company plans to report amortization
of discount on debenture conversions in the amount of $39,223 and professional
fees associated with debenture funding and stock issuances of $30,200 not
previously recognized. In the third quarter ended February 28, 2002, the Company
additionally plans to report $571 of amortized interest on debenture conversions
and $8,040 of additional accrued interest.

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

         The Company claimed the issuance of the Acquisition Corp. Debentures
was exempt from registration under Section 5 of the Securities Act pursuant to
Rule 504 of Regulation D promulgated under the Securities Act. The Company
relied on, among other things, its belief that (i) Acquisition Corp. was not
subject to the reporting requirements of Section 13 or Section 15(d) of the
Exchange Act, (ii) Acquisition Corp. was not an investment company, (iii)
Acquisition Corp. was not a development stage company with no specific business
plan other than to engage in a business combination with an unidentified
company, (iv) the dollar amount of the offering of the Acquisition Corp. Common
Stock would not exceed $1 million, (v) the Acquisition Corp. Common Stock would
be issued under a Colorado exemption that permitted general solicitation and
general advertising (so long as sales are made only to "accredited investors" as
that term is defined in Rule 501 promulgated under the Securities Act) and (vi)
the Investors represented themselves to be "accredited investors". The
requirements of this exemption do not appear to have been satisfied as a result
of the Company's subsequent merger with Acquisition Corp. The Company claimed
the issuance of the VAOM Debentures and the VAOM Common Stock issued upon
conversion of the VAOM Debentures was exempt from registration under Section 5
of the Securities Act pursuant to Section 3(a)(9) of the Securities Act. In
reaching this conclusion, the Company relied on an opinion rendered by its
former counsel opining to this effect and citing various SEC interpretations as
its basis.

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

REGISTRATION OF SECURITIES

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

         Additionally, it is the SEC's view that promoters and affiliates of a
blank check company may resell their

                                       13
<PAGE>
securities only in a registered offering, as Rule 144, promulgated under the
Securities Act is not available. As such, the Company believes that any resale
of VAOM Common Stock by a promoter or affiliate of the Company would have to be
done in a registered offering that complies with Rule 419.

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

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

RESTATEMENT

         The Company, in consultation with its independent accountants, is
restating, on an annualized basis, its consolidated financial statements for the
Company's fiscal year ended May 31, 2002. The effect of this restatement is to
change financial information presented for the quarters ended August 31, 2001,
November 30, 2001 and February 28, 2002. The Company's restatement contains
adjustments that fall into four categories.

         The first category of adjustments arise from the recognition of
$404,192 of expenses associated with the Company's merger and recapitalization
in its proper period. The effect of this adjustment is to change the Company's
first quarter balance sheet to reflect the merger and recapitalization.

         The second category of adjustments utilizes the completed contract
method for Encore Builders, Inc. which at the time was the Company's
wholly-owned subsidiary. This policy recognizes income only when the contract is
completed, or substantially so. This adjustment affects the second quarter ended
November 30, 2001 and the third quarter ended February 28, 2002.

         The third category of adjustments pertains to the VAOM Debentures.
Pursuant to this adjustment, amortization of discount on debenture conversions
in the amount of $39,223 and professional fees associated with debenture funding
and stock issuances of $30,200 not previously recognized in the second quarter
ended November 30, 2001 is being reflected. The Company is also reflecting $571
of amortized interest on debenture conversions and $8,040 of additional accrued
interest in the third quarter ended February 28, 2002.

         The fourth category of adjustments involves the Company reclassifying
certain amounts in permanent stockholder equity (deficit) to temporary equity.
The impact of this change is that approximately $123,000 previously credited in
permanent stockholder equity (deficit) and paid in capital was moved to a
temporary account. These amounts will remain in temporary equity until the
resolution of certain legal matters more fully described in "RISK FACTORS -
Risks Related to Legal Uncertainties".

         As the effects of this restatement will be reflected in this annual
report on Form 10-KSB/A and the Company's quarterly reports for the periods
ended August 31, 2002, November 30, 2002 and February 28, 2003, the Company does
not plan to file amended quarterly reports for the periods ended August 31,
2001, November 30, 2001 and February 28, 2002.

         The following discussion and analysis should be read in conjunction
with the Financial Statements appearing elsewhere in this report.

OVERVIEW

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

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

                                       14
<PAGE>
         o    Effective August 23, 2001, the Company amended its Certificate of
              Incorporation to increase the number of shares of VAOM Common
              Stock authorized from 15 million to 50 million and increase the
              number of shares of its preferred stock authorized from 1 million
              to 10 million.

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

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

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

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

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

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

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

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

         o    Subsequently, Acquisition Corp. was merged into the Company via a
              "short-form" merger pursuant to Sections 251 and 253 of the
              Delaware General Corporation Law, which permit a corporation of
              which at least 90% of the stock of each class are owned by a
              parent company, to be merged into the parent company without
              stockholder approval. Pursuant to this merger, and by operation of
              law, the Company assumed all of the rights and obligations of
              Acquisition Corp. Thus, (a) Encore Builders became the Company's
              wholly-owned subsidiary, (b) all of the issued and outstanding
              shares of Acquisition Corp. Common Stock owned by
                                       15
<PAGE>
              Messrs. Astrom and Gutierrez (i.e., 1,000 shares) were surrendered
              by them to, and were canceled by, the Company, (c) all of the
              issued and outstanding shares of the Acquisition Corp. Common
              Stock owned by the Company were canceled by the Company, and (d)
              the Acquisition Corp. Debentures were surrendered to the Company,
              canceled, and the VAOM Debentures were issued by the Company to
              the holders of the Acquisition Corp. Debentures.

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

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

         o    The Company's ability to rely on exemptions from the registration
              requirements of Section 5 relating to the issuance, exchange and
              conversion of the debentures has been called into question. It
              appears the Company may have violated Section 5. The ramifications
              of this may entail a possible rescission offer to the stockholders
              affected within the past year. Section 13 of the Securities Act
              provides that no action shall be maintained for offering or
              selling securities in violation of Section 5 unless that action is
              brought within one year of the date of the violation. The risk of
              possible rescission has compelled the Company to record all
              possible claims within the past year as temporary equity, rather
              than permanent equity. While one year has passed from the initial
              placement of the VAOM Debentures, $44,348 of the VAOM Debentures
              were converted during the period beginning on September 24, 2001
              and ending on December 20, 2001. The holders of the VAOM
              Debentures converted $44,348 of the VAOM Debentures issued, $1,927
              of interest paid and $36,887 of professional fees paid (a total of
              approximately $83,162) and received a total of 60,340,595 shares
              of VAOM Common Stock, with an average price of $.00137 per share.
              All shares of VAOM Common Stock were sold by holders of the VAOM
              Debentures following conversion. This occurred during the period
              beginning on October 4, 2001 and ending on December 19, 2001. The
              closing market prices during this time ranged from less than $.001
              to $.510 per share. As of the date of this report, there have been
              no actions filed against the Company based upon a violation of
              Section 5. Because the statute of limitations has almost run, it
              is unlikely that a large portion of these holders of VAOM Common
              Stock will file an action against the Company. However, any such
              action maintained against the Company could have a substantial
              impact on the Company's liquidity as the Company currently has no
              revenues. As such, the Company could not afford to offer
              rescission.

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

         o    On December 17, 2001, the Company, the holders of the VAOM
              Debentures and Sroya Holdings Company, Inc. ("Sroya Holdings") as
              escrow agent entered into an escrow agreement whereby the Company
              agreed to deposit 100 million shares of VAOM Common Stock with
              Sroya Holdings for conversion of the VAOM Debentures. The escrow
              agreement provides that if the Company does not have a sufficient
              number of shares of VAOM Common Stock to meet the requirement of
              100 million shares, it must deposit with Sroya Holdings the number
              of shares of VAOM Common Stock authorized but unissued, and upon
              authorization of a sufficient additional number of shares, deposit
              additional shares with Sroya Holdings. Further, pursuant to the
              escrow agreement, notices of conversion of the VAOM Debentures
              must be simultaneously sent to the Company and to Sroya Holdings
              as shares issued upon conversion of the VAOM Debentures are
              released by Sroya Holdings. The escrow agreement calls for the
              deposit of "freely tradeable" securities into the escrow. At the
              time the Company entered into the escrow agreement, it believed it
              could rely on an exemption to
                                       16
<PAGE>
              Section 5 of the Securities Act to issue the VAOM Common Stock to
              be used upon conversion of the VAOM Debentures. The Company
              currently believes that it will not be able to rely on an
              exemption to Section 5 of the Securities Act and, as such, will
              not be able to deposit "freely tradeable" securities into the
              escrow. Choosing not to deposit "freely tradeable" securities into
              the escrow may constitute a breach under the terms of the VAOM
              Debentures. For further discussion of this matter, see the
              discussion under "Liquidity and Capital Resources". As of the date
              of this report, Sroya Holdings does not hold any shares of VAOM
              Common Stock. The Company does not plan to issue additional Common
              Stock to Sroya Holdings. The Company and the holders of the VAOM
              Debentures agreed to indemnify Sroya Holdings, pursuant to the
              terms of the escrow agreement, for acts relating to the escrow of
              VAOM Common Stock.

         o    The Company currently functions only as a shell corporation as it
              has no revenues, significant assets or independent operations.

ENCORE BUILDERS

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

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

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

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



                                       17
<PAGE>
OUTLOOK

         Without Encore Builders as its subsidiary, the Company has had no
operating business since on or about March 20, 2002. The Company intends to
explore other business opportunities. There can be no assurance that the Company
will be able to find any suitable business opportunity. Suitable business
opportunities may include those presented to the Company by persons or firms
desiring to seek the perceived advantages of a corporation registered under the
Exchange Act. The Company will not restrict its search to any specific business,
industry, or geographical location and the Company may participate in a business
venture of virtually any kind or nature.

         The Company has, and will continue to have, little or no capital with
which to provide the owners of business opportunities with any significant cash
or other assets. However, management believes the Company will be able to offer
owners of acquisition candidates the opportunity to acquire a controlling
ownership interest in a publicly registered company without incurring the cost
and time required to conduct an initial public offering. Any such acquisition
candidate will, however, incur significant legal and accounting costs in
connection with an acquisition of the Company, including the costs of preparing
current reports on Form 8-K and periodic reports on Form 10-Q or 10-QSB and Form
10-K and 10-KSB, various agreements and other documents. The Exchange Act
specifically requires that any merger or acquisition candidate comply with all
applicable reporting requirements, which include providing audited financial
statements within the numerous filings relevant to complying with the Exchange
Act. The officers and directors of the Company have not conducted market
research and are not aware of statistical data which would support the perceived
benefits of a merger or acquisition transaction for the owners of a business
opportunity. Additionally, the Company believes it will not be able to engage in
a business combination transaction until the overissuance of VAOM Common Stock
is cured and the Company increases the authorized number of shares of VAOM
Common Stock.

PLAN OF OPERATIONS

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

RESULTS OF OPERATIONS

         The Company had revenues of $0 and a gross profit of $0 in the fiscal
years ended May 31, 2002 and May 31, 2001. The Company's total expenses
increased to $755,910 for the fiscal year ended May 31, 2002, from $115,535 for
the comparable period in 2001, substantially as a result of organizational
expenses of $320,000 and administrative and other expenses of $102,806. The
Company's net loss was $680,297 for the fiscal year ended May 31, 2002 as
compared to $115,535 for the fiscal year ended May 31, 2001. This increase in
net loss was also substantially attributable to the increase in organizational
expenses and administrative and other expenses. The Company's total expenses do
not equal the Company's net loss, despite the lack of revenues, because of the
gain realized by the Company in connection with the disposal of the Company's
former wholly-owned subsidiary, Encore Builders.

         Organization expenses totaled $320,000 for the fiscal year ended May
31, 2002, compared to $0 for the fiscal year ended May 31, 2001. This increase
was primarily attributable to the purchase on August 27, 2001 by Acquisition
Corp. of 492,480 shares of VAOM Common Stock from Peter Porath and Ann Porath,
Prime Rate Income & Dividend, Inc. and Michael Schumacher for $350,000, the
purchase on August 29, 2001 of 9,000 newly issued shares of Acquisition Corp.
Common Stock and the merger of Acquisition Corp. and the Company.

         Professional fees increased from $100,643 for the fiscal year ended May
31, 2001 to $236,721 for the fiscal year ended May 31, 2002. This 235% increase
in professional fees included $57,792 in expenses related to fees the Company
paid to the purchasers of the VAOM Debentures in return for the right to borrow
funds, $30,000 in consulting fees paid to NevWest Securities Corporation,
$66,427 in expenses related to the VAOM Debentures and $25,000 of expense
related to


                                       18
<PAGE>
the issuance of shares of the Company's preferred stock to Christopher Astrom,
its Chief Executive Officer, in return for services rendered to the Company. The
VAOM Debentures had a purchase price of $870,000. The Investors were to receive
an aggregate discount of $130,000, the difference between the face value of the
VAOM Debentures ($1 million) and the price paid ($870,000). Additionally,
$36,887 in fees were paid to the Investors and $29,540 in fees owed to the
Investors accrued (an aggregate of $66,427) in return for the right to borrow
funds, and $30,000 in consulting fees were paid to NevWest Securities
Corporation which provided consulting services. Other parties involved in the
issuance of the Acquisition Corp. Debentures and the VAOM Debentures were Guy
Stewart, attorney for the Company and Novack, Burnbaum and Crystal, attorneys
for the Investors. Guy Stewart received approximately $30,000 and Novack,
Burnbaum and Crystal received approximately $30,000 for services rendered.

         Accounting and audit fees increased 320% from $8,899 for the fiscal
year ended May 31, 2001 to $28,477 for the fiscal year ended May 31, 2002. This
increase is primarily attributable to the resumption of the Company's operations
and the acquisition and subsequent distribution of the Company's wholly-owned
subsidiary, Encore Builders.

         Administrative and other expenses increased from $2,056 for the fiscal
year ended May 31, 2001 to $102,806 for the fiscal year ended May 31, 2002. This
increase is primarily attributable to operating expenses of the Company's former
subsidiary, Encore Builders.

QUARTERLY RESULTS

         The following table sets forth certain unaudited quarterly information
for the most recent four quarters ending with the year ended May 31, 2002. This
information has been prepared on the same basis as the audited consolidated
financial statements and, in the opinion of management, includes all
adjustments, consisting only of normal recurring adjustments, necessary for the
fair presentation of the information for the periods presented. The Company
currently expects to reflect this information in amended quarterly reports on
Form 10-QSB/A for the quarters ended August 31, 2001, November 30, 2001 and
February 28, 2002. This information should be read in conjunction with the
Company's Consolidated Financial Statements and related Notes thereto. Results
of operations for any previous fiscal quarter are not indicative of results for
the full year or any future quarter.
<TABLE>
<CAPTION>

                             AUG 31, 2001  AUG 31, 2001  NOV 30, 2001  NOV 30, 2001  FEB 28, 2002  FEB 28, 2002  MAY 31 2002
                             ------------  ------------  ------------  ------------  ------------  ------------  -----------
                            AS PREVIOUSLY                AS PREVIOUSLY               AS PREVIOUSLY
                               REPORTED    AS RESTATED     REPORTED    AS RESTATED     REPORTED     AS RESTATED
<S>                         <C>            <C>           <C>           <C>           <C>           <C>           <C>
Statement of Operations
  Data:
Revenues...................           -               -       594,259           -         392,942              -            -
Organization Expense.......           -         320,000             -           -               -              -      320,000
Professional fees..........      51,477         135,669        40,000      70,200          20,813         10,000      236,721
Accounting and Audit Fees..       4,638           4,638         2,339       2,339               -              -       28,477
Stock Transfer Fees........         777             777            75          75               -              -          852
Administrative and Other...          19              17        54,752      57,252          34,722         45,535      102,806
Net Loss...................     (56,911)       (461,103)      (32,013)   (178,700)         (1,559)       (64,146)    (680,297)
Loss per Share.............       (0.08)          (0.61)       (0.002)     (0.230)              -         (0.083)      (0.098)
</TABLE>


LIQUIDITY AND CAPITAL RESOURCES

         The Company had total current assets of $224 at May 31, 2002, compared
to $253 of current assets on May 31, 2001. While the Company reported $144,072
in assets as of February 28, 2002, $115,057 representing a loan receivable from
Braulio Gutierrez, the Company's President at the time, was transferred to
Encore Builders when Encore Builders was separated from the Company. In
addition, accounts receivable totaling $29,015 were also transferred to Encore
Builders when Encore Builders was separated from the Company. The Company had
$497,992 in current liabilities at May 31, 2002, compared to $5,929 of current
liabilities at May 31, 2001. Of its total current liabilities at May 31, 2002,
$400,202 were debentures payable and the balance of $97,790 were accounts
payable and accrued expenses.

         Having terminated its interest in Encore Builders, the Company's
ability to continue as a going concern will

                                       19
<PAGE>
depend upon its entering into one or more new businesses, although the Company's
ability to enter into any such business will in turn be dependent upon its cash
resources. The Company has been substantially dependent upon its cash proceeds
from the sale of its debentures to investors. For the fiscal year ended May 31,
2002, the Company received $444,550 from the proceeds of the sale of debentures.
The $444,550 in proceeds were used as follows: (i) $30,000 toward consulting
fees; (ii) $320,000 toward fees related to the business combination of
Acquisition Corp. and the Company; and (iii) the balance of $94,450 toward legal
and professional fees related toward the issuance of debentures. From September
26, 2001 through the date of this report, the Company has not received $425,450
in additional proceeds from the sale of debentures because the Company has
exceeded its authorized shares and the VAOM Debenture holders require the
Company have sufficient VAOM Common Stock available for issuance upon exercise
of the VAOM Debentures issued to them.

         Therefore, the Company's ability to obtain that funding is, in turn,
dependent in part upon its ability to increase the authorized shares of VAOM
Common Stock. The Company believes that Delaware law requires stockholder
approval to increase the authorized shares of VAOM Common Stock. On December 12,
2001, the Company filed an information statement on Schedule 14C with the SEC in
connection with a vote by its board of directors and stockholders to increase
the Company's authorized shares of VAOM Common Stock from 50 million shares with
a par value $0.001 to 500 million with a par value $0.001. The Company has
received comments from the SEC with respect to this filing on Schedule 14C and
has responded. After discussions with the SEC, the Company determined to restate
certain quarterly reports. See "Restatement". The Company also intends to seek
stockholder approval for increasing the Company's authorized shares of VAOM
Common Stock, approving the assignment of Encore Builders Common Stock and
curing the overissuance of shares of VAOM Common Stock, and intends to file an
information statement on Schedule 14C in the near future. Until the Company
resolves the matters related to its overissuance of VAOM Common Stock, the
Company will be unable to increase the authorized shares of VAOM Common Stock.
The VAOM Debenture holders require that the Company have sufficient VAOM Common
Stock available for issuance upon exercise of the VAOM Debentures issued to
them.

         The Company's Certificate of Incorporation, as amended, currently
authorizes the issuance of up to 50 million shares of VAOM Common Stock. It has
come to the Company's attention that, as a result of the conversion of the VAOM
Debentures into VAOM Common Stock coupled with the decrease in the trading price
of VAOM Common Stock, investors were entitled to more shares of VAOM Common
Stock than authorized. As a result, as of April 1, 2003, the Company has
61,110,595 shares of VAOM Common Stock issued, which exceeds the number of
shares authorized. Under the state law of Delaware, the issuance of VAOM Common
Stock in excess of the amount authorized may be voidable, but can be cured. It
may be possible to cure the overissuance by having the Company's board of
directors approve an amendment to the Company's Certificate of Incorporation so
long as the Company's stockholders agree. If this cannot be accomplished, then
the Company may be liable to the holders of the VAOM Common Stock issued in
excess of the authorized amount in an amount equal to 11,110,595 shares (the
number of shares issued in excess of the amount authorized) multiplied by the
price each such share was issued for (which ranged from approximately $.084 to
$.0001 per share).

         As trading has been halted on VAOM Common Stock, the overissuance,
together with the Company's inability to increase its authorized number of
shares, has practically eliminated the Company's ability to raise capital. The
Company believes it will not be able to continue trading VAOM Common Stock,
increase its capital resources or engage in a business combination transaction
until the overissuance is cured and the Company increases the authorized number
of shares of VAOM Common Stock.

         It appears that the Company is or will be in default under the terms of
the VAOM Debentures because, among other things, the Company has no plans to
register additional VAOM Common Stock to be issued upon conversion of the VAOM
Debentures that are currently outstanding and has no plans to complete the
issuance of the VAOM Debentures. Given the foregoing, the Company could face
litigation by the holders of the VAOM Debentures seeking to enforce the
Company's obligations thereunder.

         The Company currently has almost no cash or assets. As discussed above,
and in the section entitled "RISK FACTORS", the Company has outstanding
obligations on the VAOM Debentures and it appears the Company is or will be in
default under the terms of the VAOM Debentures. The Company has also issued

                                       20
<PAGE>
shares of VAOM Common Stock in excess of its authorized amount and it appears
the Company has issued securities in violation of Section 5 of the Securities
Act. Lawsuits relating to any of these matters could be filed against the
Company, even the smallest of which could cause the Company to become insolvent,
as a result of legal costs alone. However, as the Company has almost no cash or
assets, a claimant in any such lawsuit, even if successful, would not be able to
recover any damages.

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.






































                                       21
<PAGE>
ITEM 7.       FINANCIAL STATEMENTS


REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

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

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

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

The accompanying consolidated financial statements for the year ended May 31,
2002 have been prepared assuming that the Company will continue as a going
concern. As discussed in Note 8 to the consolidated financial statements, the
Company has raised certain issues that lead to substantial doubt about its
ability to continue as a going concern. The Company does not have any revenue
generating activities and has substantial operating deficits. Management's plans
in regard to these matters are also described in Note 8. The consolidated
financial statements do not include any adjustments that might result from the
outcome of these uncertainties.

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

The balance sheet and related statements of operations, changes in stockholders'
equity (deficit) and cash flows for the year ended May 31, 2001 were audited by
Miller and McCollom. Miller and McCollom issued an unqualified opinion on those
financial statements dated August 24, 2001.

/S/ BAGELL, JOSEPHS & COMPANY, L.L.C.
BAGELL, JOSEPHS & COMPANY, L.L.C.
Certified Public Accountants
Gibbsboro, New Jersey

SEPTEMBER 6, 2002




                                       22
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

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

We have audited the accompanying balance sheet of Vacation Ownership Marketing,
Inc., as of May 31, 2001 and the related statements of operations, stockholders'
equity, and cash flows for the year then ended. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Vacation Ownership Marketing,
Inc. as of May 31, 2001, and the results of its operations, its change in
stockholders' equity and its cash flows for the year then ended in conformity
with generally accepted accounting principles in the United States of America.

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


/s/ MILLER AND MCCOLLOM


MILLER AND MCCOLLOM
Certified Public Accountants
4350 Wadsworth Boulevard, Suite 300
Wheat Ridge, Co 80033

August 24, 2001















                                       23
<PAGE>
<TABLE>
<CAPTION>
                                                    CONSOLIDATED BALANCE SHEETS
                                                       MAY 31, 2002 AND 2001

                                                              ASSETS

                                                                                                 2002                 2001
                                                                                          ------------------   ------------------
<S>                                                                                       <C>                  <C>
CURRENT ASSETS
   Cash and cash equivalents                                                               $            224     $            253
                                                                                          ------------------   ------------------

TOTAL ASSETS                                                                               $            224     $            253
                                                                                          ==================   ==================


                                 LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

   Accounts payable and accrued expenses                                                   $         97,790     $          5,929

   Debentures payable                                                                               400,202                    -
                                                                                          ------------------   ------------------

              TOTAL LIABILITIES                                                                     497,992                5,929
                                                                                          ------------------   ------------------

TEMPORARY EQUITY
  60,340,595 shares of common stock issued at $.001 par at May 31, 2002                             122,956                    -
                                                                                          ------------------   ------------------

 STOCKHOLDERS' EQUITY (DEFICIT)
   Preferred stock, $.001 par value, 10,000,000 and 1,000,000
    shares authorized, 2,500,000 and 0 shares issued and
    outstanding at May 31, 2002 and 2001                                                              2,500                    -
   Common stock, $.001 par value, 50,000,000 and 15,000,000
    shares authorized and 770,000 and 750,000 shares issued and outstanding
     at May 31, 2002 and 2001                                                                           770                  750
   Additional paid-in capital                                                                        56,303            2,176,176
   Accumulated deficit                                                                             (680,297)          (2,182,602)
                                                                                          ------------------   ------------------

              TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                                 (620,724)              (5,676)
                                                                                          ------------------   ------------------

TOTAL LIABILITIES, TEMPORARY EQUITY AND

    STOCKHOLDERS' EQUITY (DEFICIT)                                                         $            224     $            253
                                                                                          ==================   ==================
</TABLE>

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





                                       24
<PAGE>
<TABLE>
<CAPTION>
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    FOR THE YEARS ENDED MAY 31, 2002 AND 2001

                                                             2002            2001
                                                         ------------    ------------
<S>                                                      <C>             <C>
REVENUES                                                 $         -     $         -

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

GROSS PROFIT                                                       -               -
                                                         ------------    ------------
EXPENSES

   Organization expenses                                     320,000               -
   Professional fees                                         236,721         100,643
   Accounting and audit fees                                  28,477           8,899
   Stock transfer fees                                           852           3,937
   Administrative and Other                                  102,806           2,056
                                                         ------------    ------------
          TOTAL EXPENSES                                     688,856         115,535
                                                         ------------    ------------

LOSS BEFORE OTHER EXPENSE                                   (688,856)       (115,535)
                                                         ------------    ------------

OTHER EXPENSES

   Interest expense                                          (27,260)              -
   Amortization of discount on debenture conversions         (39,794)              -
                                                         ------------    ------------
              TOTAL OTHER EXPENSES                           (67,054)              -
                                                         ------------    ------------

NET LOSS FROM CONTINUING OPERATIONS                         (755,910)       (115,535)

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

NET LOSS BEFORE PROVISION FOR INCOME TAXES:                 (680,297)       (115,535)
   Provision for income taxes                                      -               -
                                                         ------------    ------------

NET LOSS APPLICABLE TO COMMON SHARES                     $  (680,297)    $  (115,535)
                                                         ============    ============

NET GAIN (LOSS) PER BASIC AND DILUTED SHARES
   From continuing operations                            $    (0.981)    $    (0.154)
   From discontinued operations                                0.883               -
                                                         ------------    ------------
                                                         $    (0.098)    $    (0.154)
                                                         ============    ============

WEIGHTED AVERAGE SHARES OUTSTANDING                          770,000         750,000
                                                         ============    ============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.

                                       25
<PAGE>
<TABLE>
<CAPTION>
       CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                    FOR THE YEARS ENDED MAY 31, 2002 AND 2001
                                                                                   ADDITIONAL
                                                                                    PAID-IN        ACCUMULATED
                               PREFERRED STOCK              COMMON STOCK            CAPITAL          DEFICIT           TOTAL
                             SHARES         AMOUNT        SHARES        AMOUNT
<S>                        <C>             <C>           <C>           <C>         <C>              <C>                <C>
      BALANCE                   -          $      -        750,000         $750      $2,166,738      $(2,067,067)       $100,421
   MAY 31, 2000
Services rendered for           -                 -              -            -           9,438                -           9,438
equity
Net loss for year               -                 -              -            -                         (115,535)       (115,535)
                           ------------    ---------    -----------    ---------    ------------    --------------    -----------


      BALANCE
   MAY 31, 2001                                            750,000          750       2,176,176       (2,182,602)         (5,676)
Cancellation of common
shares for
recapitalization                -                 -       (492,486)        (492)            492                -               -
Recapitalization                                  -        492,486          492      (2,144,445)       2,182,602          38,649
Issuance of common stock
for services                    -                 -         20,000           20           1,580                -           1,600
Issuance of preferred
stock to officer             2,500,000        2,500                                      22,500                -          25,000

Net loss                             -            -              -            -               -         (680,297)       (680,297)
                           ------------    ---------    -----------    ---------    ------------    --------------    -----------

                             2,500,000       $2,500        770,000         $770         $56,303        $(680,297)     $ (620,724)
                           ============    =========    ===========    =========    ============    ==============    ===========
</TABLE>

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






















                                       26
<PAGE>
<TABLE>
<CAPTION>
                    STATEMENT OF CHANGES IN TEMPORARY EQUITY
                    FOR THE YEARS ENDED MAY 31, 2002 AND 2001

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



<S>                                <C>       <C>        <C>          <C>          <C>             <C>          <C>
Balance May 31, 2000                    -    $      -           -    $      -     $       -       $       -    $      -


No Activity                             -           -           -           -             -               -           -
                                   -------------------------------------------------------------------------------------

Balance May 31, 2001                    -    $      -                $     -      $               $       -    $      -

Common stock issued for debt
conversion, interest expense and
discount on convertible debentures
for quarter ended

November 30, 2001                       -           -   33,740,595     33,741        84,499               -     118,240

Common stock issued for debt
conversion, interest expense and
discount on convertible debentures
for quarter ended

 February 28, 2002                      -           -   26,600,000     26,600        (21,884)             -       4,716
                                   -------------------------------------------------------------------------------------


Balance May 31, 2002                    -   $       -   60,340,595   $ 60,341      $ 62,615               -    $122,956
                                   =====================================================================================
</TABLE>



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















                                       27
<PAGE>
<TABLE>
<CAPTION>
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                    FOR THE YEARS ENDED MAY 31, 2002 AND 2001

                                                                          2002            2001
                                                                     -------------   -------------
<S>                                                                  <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                                          $   (680,297)   $   (115,535)
                                                                     -------------   -------------
ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH
     (USED IN) OPERATING ACTIVITIES:
   Common stock issued for services                                        26,600           9,438
   Amortization of discount on debenture conversions                       39,794               -
   Common stock issued for interest payment                                 1,927               -
   Gain on disposal of business                                           (75,613)              -
CHANGES IN ASSETS AND LIABILITIES
   Decrease in prepaid expenses                                                 -          91,205
   (Increase) in accounts receivable                                       (7,590)              -
   (Increase) in officers' loans receivable                                (2,011)              -
    Increase in accounts payable                                          110,682           5,145
   Increase in billings in excess of cost on uncompleted contracts        119,129               -
                                                                     -------------   -------------
                   TOTAL ADJUSTMENTS                                      212,918         105,788
                                                                     -------------   -------------

                   NET CASH USED IN OPERATING ACTIVITIES                 (467,379)         (9,747)
                                                                     -------------   -------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from note payable                                              22,800               -
   Proceeds from debentures                                               444,550               -
                                                                     -------------   -------------

                   NET CASH PROVIDED BY FINANCING ACTIVITIES              467,350               -
                                                                     -------------   -------------

NET DECREASE IN CASH AND CASH EQUIVALENTS                                     (29)        (9,747)

CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR                                 253         10,000
                                                                     -------------   -------------

CASH AND CASH EQUIVALENTS - END OF YEAR                              $        224    $         253
                                                                     =============   =============

SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITY:
   Debentures payable converted                                      $     44,348    $          -
                                                                     =============   =============

   Interest expense converted                                        $      1,927    $          -
                                                                     =============   =============

   Stock issued for compensation and services                        $     26,600    $      9,438
                                                                     =============   =============

   Amortized discount on debenture conversions                       $     39,794    $          -
                                                                     =============   =============

   Stock issued for accrued expenses                                 $     36,887    $          -
                                                                     =============   =============
</TABLE>

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

                                       28
<PAGE>
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              MAY 31, 2002 AND 2001

NOTE 1-   ORGANIZATION

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

          On August 27, 2001, Acquisition Corp., purchased 492,480 shares of
          VAOM Common Stock from certain stockholders for $350,000 pursuant to a
          stock purchase agreement dated August 27, 2001. Simultaneously,
          Acquisition Corp. entered into an escrow agreement with these
          stockholders pursuant to which $50,000 was escrowed for 60 days as
          security. At this time, Acquisition Corp. obtained a loan from certain
          accredited investors evidenced by the Acquisition Corp. Debentures,
          which were convertible into underlying shares of Acquisition Corp.
          Common Stock.

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

          On August 29, 2001, Acquisition Corp. entered into a stock purchase
          agreement with the then stockholders of Encore Builders, a Florida
          corporation to purchase all of the capital stock of Encore Builders in
          such a manner that Encore Builders became a wholly-owned subsidiary of
          Acquisition Corp. Acquisition Corp. purchased all 100 issued and
          outstanding shares of stock for $1 and purchased 900 newly issued
          Encore Builders shares for $470,000, approximately $4,550 of which was
          paid in cash and $465,450 of which was paid in the form of a
          Promissory Demand Note. Additionally, for $1 the Company purchased
          from Acquisition Corp., 9,000 shares of Acquisition Corp.'s newly
          issued stock and Acquisition Corp. at this time became a wholly-owned
          subsidiary of the Company. All rights and obligations of Acquisition
          Corp., Encore Builders or any other entity owned by them became
          binding upon the Company as of August 29, 2001.

          On March 20, 2002, the President of Encore Builders and another
          officer of Encore Builders resigned from the Company. After their
          resignations, the Company stock issued to them was put on hold by the
          transfer agent. The Company is attempting to have those shares
          cancelled (184,994 shares). Encore Builders is no longer a
          wholly-owned subsidiary of the Company as of March 21, 2002 as the
          Company returned the Encore Builders stock to the former owners. The
          operations of Encore Builders from August 29, 2001 through March 21,
          2002 are presented in these consolidated financial statements. (See
          Note 10)

NOTE 2-   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          PRINCIPLES OF CONSOLIDATION

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

          USE OF ESTIMATES

          The preparation of financial statements in conformity with
          accounting principles generally accepted in the United States of
          America requires management to make estimates and assumptions that
          affect the reported amounts of assets and liabilities and
          disclosure of contingent assets and liabilities at the date of the

                                       29
<PAGE>
          financial statements and the reported amounts of revenues and
          expenses during the reporting period. Actual results could differ
          from those estimates.

          CASH AND CASH EQUIVALENTS

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

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

          SEGMENTS OF BUSINESS

          The Company has adopted Statement of Financial Accounting
          Standards No. 131 ("SFAS 131"), "Disclosures about Segments of an
          Enterprise and Relation Information." SFAS 131 changes the way
          public companies report information about segments of their
          business in their annual financial statements and requires them to
          report selected segment information in their quarterly reports
          issued to stockholders. It also requires entity-wide disclosures
          about the products and services an entity provides, the material
          countries in which it holds assets and reports revenues and its
          major customers. On August 29, 2001, the Company had established a
          new business segment, Encore. On March 21, 2002 VAOM disposed of
          its wholly-owned subsidiary, Encore Builders. The Company is
          currently searching for a candidate interested in acquiring a
          controlling interest in a publicly registered company without
          spending the time and incurring the cost required to conduct an
          initial public offering. (See Notes 8 and 11)

          START-UP COSTS

          The Company adopted Statement of Position No. 98-5 ("SOP 98-5"),
          "Reporting the Costs of Start-Up Activities." SOP 98-5 requires
          that all non-governmental entities expense the cost of start-up
          activities, including organizational costs as those costs are
          incurred.

          REVENUE AND COST RECOGNITION

          The Company had no revenues for the year ended May 31, 2001. On
          August 29, 2001, the Company adopted the completed-contract method
          to account for its long-term construction type contracts which it
          adopted because Encore Builders was its only operations during the
          year ended May 31, 2002. Encore Builders stated that it used the
          percentage of completion method to account for its construction
          contracts before it was acquired by the Company. However, Encore
          Builders' management was unaware of the differences between the
          percentage of completion method and the completed contract method
          and was recognizing revenue as it was received. Encore Builders'
          management made no critical estimates with respect to any jobs in
          progress, and had no jobs in progress and no accounts receivable
          at December 31, 2000 and 1999. After the Company acquired Encore
          Builders, the Company changed the summary of significant
          accounting policies footnote to show the Company's use of the
          completed contract method, deemed by the Company's management to
          be the appropriate method under the circumstances.

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

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

                                       30
<PAGE>
          Officer Loans Receivable                                 $121,252
          Deferred Revenue                                        (119,267)
          Encore Builders - Accounts Payable                       (77,598)
                                                                   --------
          Gain on Disposal                                       ($ 75,613)
                                                                 ==========

          INCOME TAXES

          Income taxes are computed on the pretax loss based on the current
          tax law. Deferred income taxes are recognized for the tax
          consequences in future years of differences between the tax basis
          of assets and liabilities and their financial reporting amounts at
          each year-end based on enacted tax laws and statutory tax rates.
          All deferred tax assets that arose from the carryforward of net
          operating losses have been offset by a valuation allowance due to
          the uncertainty of the realization of these tax assets.

          FAIR VALUE OF FINANCIAL INSTRUMENTS

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

          STOCK-BASED COMPENSATION

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

          COMPREHENSIVE INCOME

          The Company has adopted Statement of Financial Accounting
          Standards No. 130 ("SFAS 130"), "Reporting Comprehensive Income."
          SFAS 130 establishes standards for reporting and display of
          comprehensive income and its components in a full set of
          general-purpose financial statements.

          EARNINGS (LOSS) PER SHARE OF COMMON STOCK

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

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

                                                        MAY 31,       MAY 31,
                                                         2002          2001
                                                     -----------    -----------
          Net loss.................................  $ (680,297)    $ (115,535)

          Weighted-average common shares
          Outstanding (Basic)......................     770,000        750,000

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

          Weighted-average common shares

                                       31
<PAGE>
          Outstanding (Diluted)....................     770,000        750,000

          There are no options and warrants to purchase stock outstanding at May
          31, 2002 and 2001.

          Additionally, set forth below is a comparison of earnings per share
          information for the periods ended August 31, 2001, November 30, 2001
          and February 28, 2002 as reported in the quarterly reports for those
          periods and as such information has been revised in accordance with
          the restated financial information set forth herein:
<TABLE>
<CAPTION>
                          YEAR TO DATE          QUARTER TO DATE     YEAR TO DATE         QUARTER TO DATE
                                   EARNINGS PER SHARE                       EARNINGS PER SHARE
                                 AS ORIGINALLY REPORTED                         AS RESTATED
<S>                          <C>                    <C>                <C>                   <C>
AUGUST 31, 2001              $(.08)                 $(.08)             $(.61)                $(.61)
NOVEMBER 30, 2001            $(.005)                $(.002)            $(.84)                $(.23)
FEBRUARY 28, 2002           $(.0140)                ------            $(.922)                $(.083)
</TABLE>

NOTE 3-   ACCOUNTS PAYABLE AND ACCRUED EXPENSES

          The following represents the Company's accounts payable and
          accrued expenses at May 31, 2002 and 2001:
                                                            2002         2001
                                                         ---------    ---------
          Professional fees............................    $71,891      $ 5,929

          Accrued interest on debentures...............     25,899            -
                                                         ---------    ---------
                                                           $97,790      $ 5,929
                                                         =========    =========

NOTE 4-   CONVERTIBLE DEBENTURES PAYABLE

          The Company has outstanding convertible debentures at May 31, 2002 in
          the amount of $400,202. These debentures accrue interest at 8% per
          annum. These debentures mature along with the related interest at
          August 27, 2003. The debentures are convertible at the investors'
          discretion pursuant to the convertible debenture agreement. (See Note
          1)

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

NOTE 5-   TEMPORARY EQUITY

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

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

                                       32
<PAGE>
NOTE 6-   STOCKHOLDERS' DEFICIT

          At May 31, 2002 and 2001, the Company had two classes of stock,
          preferred and common stock, each having a par value of $.001.

          PREFERRED STOCK

          On August 23, 2001, the Company increased its authorized shares to
          10 million from 1 million and during the year ended May 31, 2002,
          the Company issued 2.5 million shares of its preferred stock. The
          Company recorded an expense of $25,000 which was the fair value of
          the stock on November 5, 2001, the date the preferred shares were
          issued. At May 31, 2001, the Company had no preferred shares
          issued and outstanding.

          COMMON STOCK

          On August 23, 2001 a 1:20 reverse stock split of the VAOM Common
          Stock became effective. This stock split decreased the issued and
          outstanding VAOM Common Stock from 15 million to 750,000.
          Additionally, the authorized shares of VAOM Common Stock increased
          from 15 million to 50 million. This change was reflected on the
          consolidated balance sheet as of May 31, 2001, by the Company's
          former auditors.

          On August 31, 2001, the Company issued 20,000 shares of VAOM
          Common Stock to NevWest Securities Corporation. This was recorded
          at fair value of $.08 per share ($1,600).

NOTE 7-   PROVISION FOR INCOME TAXES

          The Company did not provide for income taxes in the years ended
          May 31, 2002 and 2001. 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, 2002 and 2001, the deferred tax assets consists of the
          following:
<TABLE>
<CAPTION>
                                                                                 2002         2001
                                                                              ----------   ----------
<S>                                                                           <C>          <C>
          Deferred taxes due to net operating loss carryforwards..........    $ 232,000    $ 873,041

          Less:  Valuation allowance......................................     (232,000)    (873,041)
                                                                              ----------   ----------
          Net deferred tax asset..........................................    $       -    $       -
                                                                              ==========   ==========
</TABLE>
NOTE 8-   GOING CONCERN

          As shown in the accompanying consolidated financial statements the
          Company incurred net operating losses for the years ended May 31,
          2002 and 2001. The Company has no revenues to support itself.

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

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



                                       33
<PAGE>
NOTE 9-   CONTINGENCY / UNCERTAINTIES

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

NOTE 10-  LITIGATION

          At about the time the Company discontinued its business in 1983,
          it experienced adverse litigation, and judgments were rendered
          against the Company. In the official records of Broward and Palm
          Beach Counties in the State of Florida, persons holding judgments
          did not re-certify or re-file their judgments within the time
          limits as required by Florida statutes. Management is not able to
          determine whether the above would have a material impact on its
          consolidated financial statements.

NOTE 11-  ACQUISITION AND DISPOSAL OF BUSINESS

          The assets and liabilities acquired in the acquisition of Encore
          Builders on August 29, 2001 are as set forth below:

                   Loan Receivable - Officer               $113,046
                   Other Receivables                         21,425
                   Liabilities                             (108,409)
                                                          ----------
                   Net book value                         $   26,062
                                                          ==========

          On March 21, 2002 at a special meeting of the Company's board of
          directors, the Company authorized its transfer agent to cancel,
          rescind and void all the VAOM Common Stock issued to the Company's
          former president. The transfer agent has put a hold on the 184,994
          shares until this matter is resolved.

          The Company on that same date, March 21, 2002, disposed of its
          only operating business entity, Encore Builders. The Encore
          Builders Common Stock was returned to its former owner.

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

NOTE 12-  RELATED PARTY TRANSACTIONS

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

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

                                       34
<PAGE>
          On August 28, 2001, Acquisition Corp. declared a stock dividend of
          462,486 shares of VAOM Common Stock to the new directors of the
          Company. The Company distributed the remaining 30,000 shares of
          VAOM Common Stock it owned to the former owners of the Company.

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

          On August 29, 2001, Acquisition Corp. entered into an agreement
          with Braulio Gutierrez and Christopher Astrom, the sole
          stockholders of Encore Builders and with Encore Builders to
          purchase the Encore Builders Common Stock. At this time, one of
          the directors of Encore Builders, Christopher Astrom, was a
          principal stockholder and director of the Company. Encore Builders
          was engaged in the construction of the Conquistador Plaza
          Apartments in Miami, Florida, pursuant to construction contract
          with Conquistador Plaza, dated January 30, 2001. National
          Residential Properties, Inc., an affiliate of the Company, was the
          parent company of Conquistador Plaza. On March 20, 2002, Braulio
          Gutierrez, who was then President and a director of the Company,
          and Braulio Gutierrez's sister, Patricia Gutierrez, who was then
          Vice President, Treasurer, and a director of the Company, resigned
          from the Company. Subsequently the Company assigned to Braulio
          Gutierrez the Encore Builders Common Stock held by the Company and
          Braulio Gutierrez assigned to the Company his shares of VAOM
          Common Stock.

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

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

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

NOTE 13-  SUBSEQUENT EVENTS

          Subsequent to the Company's 2002 fiscal year end, the Company has,
          from time to time, borrowed from its affiliate, National Residential
          Properties, Inc. to pay various organizational fees and professional
          fees, including accounting fees, attorneys fees and fees paid to the
          Company's transfer agent. National Residential Properties, Inc. is an
          affiliated entity of the Company. The Company has borrowed
          approximately $26,560 from National Residential Properties, Inc. since
          the end of its prior fiscal year end.


                                       35
<PAGE>
ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE

          As provided in the Company's current report on Form 8-K filed with the
SEC on October 1, 2001, effective October 1, 2001, the board of directors of the
Company approved the engagement of Bagell, Josephs & Company, L.L.C., as its
independent auditors, replacing the firm of Miller and McCollom, Certified
Public Accountants. In the two most recent fiscal years (periods ended May 31,
2000 and 2001), and the subsequent interim period, there were no disagreements
or reportable conditions with the former accountants on any matter of accounting
principles or practices, financial statement disclosures, or adjusting scope of
procedures. Furthermore, the reports did not contain any adverse opinion, or
disclaimer of opinion, nor were any such reports modified as to uncertainty,
audit scope or accounting principles.

          The decision for the change in accountants was recommended by the
Company's management, and approved by its board of directors.










































                                       36
<PAGE>
                                    PART III

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

          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.
<TABLE>
<CAPTION>
                   NAME                 AGE                       PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
                   ----                 ---                       ------------------------------------------
<S>                                     <C>      <C>
         Christopher Astrom             30       Christopher Astrom has been a director of the Company since August of

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

         Richard Astrom                 55       Richard Astrom has been a director of the Company since September of 2001.
                                                 Richard Astrom has served as President and a director of National
                                                 Residential Properties, Inc. since 1994, President and a director of
                                                 Genesis Capital Corporation of Nevada since September of 2001 and a
                                                 director of Prime Rate Investors, Inc. since August of 2002.
</TABLE>
          Braulio Gutierrez and Patricia Gutierrez resigned as directors of the
Company effective March 20, 2002.

EXECUTIVE OFFICERS

          The following individuals were serving as executive officers of the
Company on January 14, 2003:

NAME                                   AGE    POSITION WITH THE COMPANY
----                                   ---    -------------------------

Christopher Astrom................     30     President, Chief Executive Officer
                                              and Chief Financial Officer

Richard Astrom....................     55     Secretary

          Richard Astrom is Christopher Astrom's father. The Company does not
have any employees besides Christopher Astrom and Richard Astrom. Braulio
Gutierrez resigned as President and Patricia Gutierrez resigned as Vice
President and Treasurer effective March 20, 2002.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

          Section 16(a) of the Exchange Act requires the Company's directors,
executive officers and persons who own more than ten percent of the outstanding
VAOM Common Stock to file with the SEC and the Company reports on Form 4 and
Form 5 reflecting transactions affecting beneficial ownership. Based solely upon
its review of the copies of such forms received by it, the Company believes
that, during fiscal year 2002, all persons complied with such filing
requirements except that Christopher Astrom did not timely file a Form 4
reporting the acquisition of the Company's preferred stock. The Company is
unaware whether Braulio Gutierrez has complied with Section 16(a) of the
Exchange Act as he ceased to be an executive officer upon his departure from the
Company in March 2002.



                                       37
<PAGE>
ITEM 10.  EXECUTIVE COMPENSATION
<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE

                                                                                   LONG-TERM
                                                                                  COMPENSATION
                                                                               AWARDS: SECURITIES         ALL OTHER
NAME AND PRINCIPAL POSITION              YEAR      SALARY        BONUS         UNDERLYING OPTIONS        COMPENSATION
---------------------------              ----      ------        -----         ------------------        ------------
                                                  ANNUAL COMPENSATION(1)
                                                  ----------------------
<S>                                      <C>     <C>             <C>            <C>                      <C>
Christopher Astrom,
Chief Executive Officer
and Chief Financial Officer (2)........  2002    $25,000(4)         $0                   _                    _
                                         2001             _          _                   _
                                         2000             _          _                   _
Richard Astrom,                                                                          _                    _
Secretary (3)..........................  2002            $0         $0                   _                    _
                                         2001             _          _                   _                    _
                                         2000             _          _
</TABLE>
-----------
(1)   In accordance with the rules of the SEC, compensation in the form of
      perquisites and other personal benefits has been omitted for the Company's
      named executive officers because the aggregate amount of such perquisites
      and other personal benefits constituted less than the lesser of $50,000 or
      10% of the total of annual salary and bonuses for each named executive
      officer in 2001.

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

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

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

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

EMPLOYMENT AND SEPARATION AGREEMENTS

          The Company does not have any employment or separation agreements with
either Christopher Astrom or Richard Astrom, the Company's only employees as of
May 31, 2002.

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

          To the Company's knowledge, the following table sets forth information
with respect to beneficial ownership of outstanding VAOM Common Stock as of
April 1, 2003 by:

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

          o  each of the Company's named executive officers;

          o  each of the Company's directors; and

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

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<PAGE>
         Beneficial ownership is determined in accordance with the rules of the
SEC and includes voting or investment power with respect to the securities as
well as securities which the individual or group has the right to acquire within
sixty days of the original filing of this Form 10-KSB. Unless otherwise
indicated, the address for those listed below is c/o Vacation Ownership
Marketing, Inc., 6915 Red Road, Suite 222, Coral Gables, Florida 33143. Except
as indicated by footnote, and subject to applicable community property laws, the
persons named in the table have sole voting and investment power with respect to
all shares of VAOM Common Stock shown as beneficially owned by them. The number
of shares of VAOM Common Stock outstanding used in calculating the percentage
for each listed person includes the shares of VAOM Common Stock underlying
options held by such persons that are exercisable within 60 days of September 3,
2002, but excludes shares of VAOM Common Stock underlying options held by any
other person. The number of shares of VAOM Common Stock outstanding as of
December 12, 2002 was 61,110,595. Except as noted otherwise, the amounts
reflected below are based upon information provided to the Company and filings
with the SEC.

NAME OF BENEFICIAL OWNER                        NUMBER                 PERCENT
------------------------                        ------                 -------
                                                   SHARES BENEFICIALLY OWNED
                                                   -------------------------

Christopher Astrom (1)                          250,277,492             80.45%
Richard Astrom (2)                                        0              0.00%
Knight Securities (3)                            18,884,162             30.90%
James Louis Silvester (4)                         5,100,000              8.35%
All directors and executive officers
as a group (2 persons)                          250,277,492             80.45%

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

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

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

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

(4)   The address of James Louis Silvester is 201 N. Loudoun Street, Second
      Floor, Winchester, Virginia 22601.

ITEM  12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

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

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

          On August 29, 2001, the Company purchased 9,000 newly issued shares of
Acquisition Corp. Common Stock for $1. Christopher Astrom and Braulio Gutierrez
were the two stockholders of Acquisition Corp. at the time and had also


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<PAGE>
been granted a stock dividend giving them 37% and 25%, respectively, of VAOM
Common Stock.

          On August 29, 2001, Acquisition Corp. entered into an agreement with
Braulio Gutierrez and Christopher Astrom, the sole stockholders of Encore
Builders and with Encore Builders to purchase the Encore Builders Common Stock.
At this time, one of the directors of Encore Builders, Christopher Astrom, was a
principal stockholder and director of the Company. Encore Builders was engaged
in the construction of the Conquistador Plaza Apartments in Miami, Florida,
pursuant to construction contract with Conquistador Plaza, dated January 30,
2001. National Residential Properties, Inc., an affiliate of the Company, was
the parent company of Conquistador Plaza On March 20, 2002, Braulio Gutierrez,
who was then President and a director of the Company, and Braulio Gutierrez's
sister, Patricia Gutierrez, who was then Vice President, Treasurer and a
director of the Company, resigned from the Company. Subsequently the Company
assigned to Braulio Gutierrez the Encore Builders Common Stock held by the
Company and Braulio Gutierrez assigned to the Company his shares of VAOM Common
Stock.

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

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
































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<PAGE>
ITEM 13.      EXHIBITS AND REPORTS ON FORM 8-K.

(a) Exhibits.

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

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

  3.1    Certificate of Incorporation of the Company, as amended (previously
         filed as Exhibit 3.1 to Form 10-KSB filed October 4, 2002).
  3.2    Bylaws of the Company (previously filed as Exhibit 3.2 to Form 10-KSB
         filed October 4, 2002).
  4.1    8% Series A Senior Subordinated Convertible Redeemable Debentures Due
         August 27, 2003 (previously filed as Exhibit 4.1 to Form 10-QSB filed
         January 18, 2002).
  4.2    Certificate of Designation of Series A Preferred Stock filed November
         5, 2001 (previously filed as Exhibit 2.3 to Form 10-QSB filed on
         January 18, 2002).
 10.1    Securities Subscription Agreement dated as of August 27, 2001 by and
         between VAOW Acquisition Corp. and Equity Planners LLC, Sea Lion
         Investors LLC and Myrtle Holdings LLC (previously filed as Exhibit 10.1
         to Form 10-KSB filed October 4, 2002).
 10.2    Stock Purchase Agreement among Acquisition Corp., Peter Porath, Prime
         Rate Income & Dividend Enterprises, Inc. and the Company, dated August
         27, 2001 (previously filed as Exhibit 2.1 to Form 8-K filed on
         September 27, 2001).
 10.3    Stock Purchase Agreement dated August 29, 2001, by and among
         Acquisition Corp., Christopher Astrom, Braulio Gutierrez and Encore
         Builders (previously filed as Exhibit 10.1 to Form 8-K filed September
         27, 2001).
 10.4    Stock Purchase Agreement among Acquisition Corp., Peter Porath, Prime
         Rate Income & Dividend Enterprises, Inc. and the Company, dated August
         27, 2001 (previously filed as Exhibit 2.1 to Form 8-K filed on
         September 27, 2001).
 10.5    State of Delaware Certificate of Ownership Merging Acquisition Corp.
         into the Company dated September 10, 2001 (previously filed as Exhibit
         2.2 to Form 8-K filed September 27, 2001).
 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).
 16.1    Changes of the Company's former accountants (previously filed on Form
         8-K filed October 1, 2001).

(b) Reports on Form 8-K

         (i) Form 8-K, filed on September 27, 2001, covering the change in
control of the Company, an acquisition of assets and accompanying financial
statements.

         (ii) Form 8-K, filed on October 1, 2001, covering the termination of
the Company's former accountants.

         (iii) Form 8-K/A, filed on October 9, 2001, covering the engagement of
our new and current auditor and independent accounting firm.

ITEM 14. CONTROLS AND PROCEDURES

         Not applicable.

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<PAGE>
                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Vacation Ownership Marketing, Inc. has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized,
in Coral Gables, Florida, on this 4th day of April 2003.

                                             VACATION OWNERSHIP MARKETING, INC.

                                             By: /s/ CHRISTOPHER ASTROM
                                                 ----------------------
                                                    Christopher Astrom
                                                 CHIEF EXECUTIVE OFFICER
                                                 CHIEF FINANCIAL OFFICER

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on April 4, 2003:

       SIGNATURE                                          TITLE(S)
       ---------                                          --------

                                                  Chief Executive Officer,
/s/ CHRISTOPHER ASTROM                      Chief Financial Officer and Director
---------------------------------------
  Christopher Astrom


  /s/ RICHARD ASTROM
---------------------------------------
    Richard Astrom                                        Director

                                  CERTIFICATION

          The undersigned, in his capacity as an officer of Vacation Ownership
Marketing, Inc. provides the following certification required by 18 U.S.C.
Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002, and 17 C.F.R.ss.240.13a-14.

          I, Christopher Astrom, certify that:

          o    I have reviewed this annual report on Form 10-KSB/A of Vacation
               Ownership Marketing, Inc.;

          o    Based on my knowledge, this annual report does not contain any
               untrue statement of a material fact or omit to state a material
               fact necessary in order to make the statements made, in light of
               the circumstances under which such statements were made, not
               misleading with respect to the period covered by this annual
               report; and

          o    Based on my knowledge, the financial statements, and other
               financial information included in this annual report, fairly
               present in all material respects the financial condition, results
               of operations and cash flows of Vacation Ownership Marketing,
               Inc. as of, and for, the periods presented in this annual report.


Dated:  April 4, 2003

/s/ CHRISTOPHER ASTROM
----------------------
Christopher Astrom
Chief Executive Officer
Chief Financial Officer


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