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

                           FORM 10-KSB

 [x]           ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
               THE SECURITIES EXCHANGE ACT OF 1934

               For the fiscal year ended  - May 31, 1997

                               OR

 [ ]           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
               OF THE SECURITIES EXCHANGE ACT OF 1934

               For the transition period from:


               Commission file number: 0-9879


               VACATION OWNERSHIP MARKETING, INC.
         (Name of Small Business Issuer in its charter)



            Florida                         13-2648442
(State or other jurisdiction of          (I.R.S. Employer
 incorporation or organization        Identification Number)



            444 Park Forest Way, Wellington, FL 33414
            (Address of principal executive offices)

             Issuer's telephone number: 561-798-4294

   Securities registered under Section 12(b) of the Act: None

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

             Common Stock, $0.01 par value per share
                        (Title of class)

Check  whether  the issuer (1) filed all reports required  to  be
filed by Section 13 or 15(D) of the Exchange Act during the  past
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 [   ]   NO [ X ]

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

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

                              $ -0-

State the aggregate market value of the voting stock held by non-
affiliates computed by reference to the price at which the  stock
was  sold, or the average bid and asked prices of such stock,  as
of  a specified date within the past 60 days. (See definition  of
affiliate in Rule 12b-2 of the Exchange Act):

                               -0-

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

               Yes [   ] No [   ] Not applicable.

           (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State  the  number of shares outstanding of each of the  issuer's
classes of common equity, as of the latest practicable date:

                 15,000,000 as of May 31, 2000.

   Transitional Small Business Disclosure Format (Check one):

                       Yes [   ]; No [  ]





                             PART I

ITEM 1. BUSINESS

Beginning  in  1979,  Vacation  Ownership  Marketing,  Inc.  (the
Company)  was principally engaged in the development of  vacation
time-sharing  resorts and the marketing of timesharing  units  in
resorts.

The  Company conducted its business mainly in Southeast  Florida.
Its  development activities through 1983 consisted of endeavoring
to  purchase  existing  resort hotels with  the  anticipation  of
renovating them by remodeling and upgrading the hotel units  into
timeshare units.  Additionally, the Company intended to serve  as
a marketing agent for timeshare properties that were developed by
other  entities.  As a marketing agent, the Company would receive
commissions  approximating  40%  of  the  sales  price  of   each
timeshare unit and would receive additional compensation  in  the
form of an interest in the net profits of the project.

In an effort to significantly expand its operations, the Company,
in  early 1982, began marketing a number of resorts.  Substantial
sums  were  expended by the Company to market those resorts,  but
income in connection with sales made could not be realized by the
Company  until  specified sales levels were attained.   Primarily
because  of  a  poor  1982  tourist  season,  the  national   and
international economic downturn and the Company's lack of capital
resources,  these  sales levels were attained either  later  than
expected or not at all.  As a result, the Company was not able to
generate  sufficient  cash  to meet its  needs  and  the  Company
accumulated a significant amount of short term debt and  accounts
payable.

The  Company  experienced  difficulty  in  securing  the  capital
necessary  to  carry its development and marketing activities  to
the  point where sales and commission revenues could be realized.
As  previously  reported  and  discussed,  the  Company  has  had
significant  capital commitments in connection with its  purchase
of  Lighthouse Cove Resorts through a joint venture. As it became
apparent  that operational revenues were not sufficient  to  meet
these  commitments  and  that other capital  resources  were  not
available, the Company agreed to sell its interest in  the  joint
venture  developing  the  Lighthouse  Cove,  while  retaining   a
marketing agreement for sales at that resort.

As  a result of its sale of a property named Lighthouse Cove, the
Company  had  no  material commitments for capital  expenditures.
However, the Company did accumulate significant accounts  payable
and  short  term  debt as a result of liquidity  problems  during
1982. Over 1 million of unsecured debt was potentially in default
for  various  technical  reasons  other  than  non-payment  under
certain  provisions  of  the  loan agreements.   The  significant
downturn  in  the economy, particularly real estate  and  banking
sectors in the 1980's, contributed to the demise of the company's
intended business plan. The Company has been dormant since.

The  following officers and/or directors have since resigned from
the   Company  or  are  deceased  and  are  therefore  no  longer
affiliated with the Company:

Evelyn Amazon                    10/30/80
Doyle Martin                     4/13/81
John McDonald                    5/22/81
Earl Short                       7/9/81
William Jackson                  Deceased
Ronald Crandal                   11/19/82
Jack Secord                      4/19/83
Murray Howe                      4/19/83
Joseph Milsaps                   4/19/83
Marco Milovar                    4/19/83
Adolph Hirsch                    Deceased

In  May of 2000, The Board, consisting solely of Mr. Peter Porath
appointed  two  new  members and officers,  Mick  Schumacher  and
George  Powell,  principals of the firm, Prime  Rate  Income  and
Dividend, Inc.  Management likewise secured the services of Prime
Rate  Income and Dividend, Inc.  (PRIDE) a consulting firm  which
is expected to assist the company in its efforts to salvage value
for  the  benefit of its shareholders.  The Company has opted  to
become  a  "blank  check" company and to further  engage  in  any
lawful  corporate  undertaking, including, but  not  limited  to,
selected  mergers and acquisitions.  PRIDE contributed $10,000.00
as paid in capital to the Company and has agreed to pay all costs
of  current  accounting  and  filings  with  the  Securities  and
Exchange  Commission  so  as  to  reactivate  the  Company  as  a
reporting  company.  PRIDE has also agreed to advise the  Company
as  to  potential  business combinations.  In  consideration  for
these  services  and capital contribution(s), the Company  issued
PRIDE 9,120,498 shares of its common stock representing 60.8%  of
its common stock outstanding as of May 31, 2000.

Pursuant  to  the  Articles  of  Incorporation,  the  Company  is
authorized  to issue 15,000,000 shares of Common Stock  at  $0.01
par  value  and 1,000,000 shares of Preferred Stock at $0.01  par
value.  Each holder of the Common Stock shall be entitled to  one
vote for each share of Common Stock held. The Preferred Stock may
be  divided  into  Series or Classes by  the  management  of  the
Company upon the approval of a majority vote of the Directors  of
the  Company. As of May 31, 2000, there are 15,000,000 shares  of
Common Stock and no shares of Preferred Stock outstanding.

Since 1983, the Company has not engaged in any operations and has
been dormant.  As such, the Company may presently be defined as a
"shell" company, which sole purpose at this time is to locate and
consummate a merger or acquisition with a private entity.

The   Company  has  opted  to  resume  the  filing  of  reporting
documentation  in an effort to maximize shareholder  value.   The
best  use  and  primary attraction of the  Company  as  a  merger
partner  or acquisition vehicle will be its status as a reporting
public  company.   Any business combination  or  transaction  may
potentially  result  in  a significant  issuance  of  shares  and
substantial dilution to present stockholders of the Company.

The  proposed  business activities described herein classify  the
Company  as  a  "blank check" company.  Many states have  enacted
statutes,  rules and regulations limiting the sale of  securities
of  "blank  check"  companies in their respective  jurisdictions.
Management  does  not  intend to undertake any  offering  of  the
Company's securities, either debt or equity, until such  time  as
the  Company  has  successfully  implemented  its  business  plan
described herein.

GENERAL BUSINESS PLAN

At  this time, the Company's purpose is to seek, investigate and,
if  such  investigation warrants, acquire an interest in business
opportunities presented to it by persons or firms  who  or  which
desire  to  seek  the  perceived advantages of  an  Exchange  Act
registered corporation.  The Company will not restrict its search
to  any specific business, industry, or geographical location and
the  Company  may participate in a business venture of  virtually
any kind or nature.  This discussion of the proposed business  is
purposefully  general and is not meant to be restrictive  of  the
Company's virtually unlimited discretion to search for and  enter
into  potential  business opportunities.  Management  anticipates
that it may be able to participate in only one potential business
venture  because  the  Company has  nominal  assets  and  limited
financial  resources.   See  Item 7.  "FINANCIAL  STATEMENTS  AND
SUPPLEMENTARY  DATA."   This  lack of diversification  should  be
considered  a  substantial risk to shareholders  of  the  Company
because   it  will  not  permit the Company to  offset  potential
losses from one  venture against gains from another.

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

The   Company  intends  to  advertise  and  promote  the  Company
privately.  The  Company  has not yet  prepared  any  notices  or
advertisement.

The   Company  anticipates  that  the  selection  of  a  business
opportunity in which to participate will be complex and extremely
risky.   Due  to general economic conditions, rapid technological
advances being made in some industries and shortages of available
capital,  management  believes  that  there  are  numerous  firms
seeking   the   perceived  benefits  of  a  publicly   registered
corporation. Such perceived benefits may include facilitating  or
improving the terms on which additional equity financing  may  be
sought,  providing  liquidity  for  incentive  stock  options  or
similar  benefits to key employees, providing liquidity  (subject
to restrictions of applicable statutes), for all shareholders and
other factors. Potentially, available business opportunities  may
occur  in  many  different industries and at  various  stages  of
development,  all  of  which will make the  task  of  comparative
investigation   and  analysis  of  such  business   opportunities
extremely difficult and complex.

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

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

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

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

It is anticipated that the Company will incur nominal expenses in
the   implementation  of  its  business  plan  described  herein.
Because  the  Company  has no capital with  which  to  pay  these
anticipated expenses, present management of the Company will  pay
these  charges with their personal funds, as interest free  loans
to  the  Company.  However, the only opportunity which management
has  to have these loans repaid will be from a prospective merger
or acquisition candidate.  Management has agreed among themselves
that  the  repayment of any loans made on behalf of  the  Company
will  not  impede,  or  be made conditional  in  any  manner,  to
consummation of a proposed transaction.

ACQUISITION OF OPPORTUNITIES

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

It  is  anticipated  that  any  securities  issued  in  any  such
reorganization  would be issued in reliance upon  exemption  from
registration under applicable federal and state securities  laws.
In  some circumstances, however, as a negotiated element  of  its
transaction, the Company may agree to register all or a  part  of
such  securities immediately after the transaction is consummated
or  at  specified times thereafter.  If such registration occurs,
of  which there can be no assurance, it will be undertaken by the
surviving entity after the Company has successfully consummated a
merger  or acquisition and the Company is no longer considered  a
"shell"  company.   Until such time as this occurs,  the  Company
does  not  intend  to  register any additional  securities.   The
issuance of substantial additional securities and their potential
sale  into  any trading market which may develop in the Company's
securities  may  have a depressive effect on  the  value  of  the
Company's securities in the future, if such a market develops, of
which there is no assurance.

While the actual terms of a transaction to which the Company  may
be  a  party  cannot  be predicted, it may be expected  that  the
parties  to  the business transaction will find it  desirable  to
avoid  the creation of a taxable event and thereby structure  the
acquisition  in  a  so-called  "tax-free"  reorganization   under
Sections  368(a)(1)  or  351 of the Internal  Revenue  Code  (the
"Code").   In order to obtain tax-free treatment under the  Code,
it  may  be necessary for the owners of the acquired business  to
own 80% or more of the voting stock of the surviving entity.   In
such  event,  the shareholders of the Company, would retain  less
than  20%  of the issued and outstanding shares of the  surviving
entity, which would result in significant dilution in the  equity
of such shareholders.

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

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

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

As stated hereinabove, the Company will not acquire or merge with
any  entity  which  cannot provide independent audited  financial
statements  within a reasonable period of time after  closing  of
the  proposed transaction.  The Company is subject to all of  the
reporting  requirements included in the  1934  Act.  Included  in
these requirements is the affirmative duty of the Company to file
independent audited financial statements as part of its Form  8-K
to  be  filed  with the Securities and Exchange  Commission  upon
consummation of a merger or acquisition, as well as the Company's
audited  financial statements included in its  annual  report  on
Form  10-K (or 10-KSB, as applicable).  If such audited financial
statements   are  not  available  at  closing,  or  within   time
parameters necessary to insure the Company's compliance with  the
requirements  of  the  1934  Act, or  if  the  audited  financial
statements provided do not conform to the representations made by
the  candidate  to  be  acquired in the  closing  documents,  the
closing documents will provide that the proposed transaction will
be  voidable, at the discretion of the present management of  the
Company.  If such transaction is voided, the agreement will  also
contain  a  provision  providing for the  acquisition  entity  to
reimburse the Company for all costs associated with the  proposed
transaction.

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

COMPETITION

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

ITEM 2. DESCRIPTION OF PROPERTY.

The  Company  currently maintains a  mailing address  at 444 Park
Forest Way,  Wellington, FL  33414,  which  is  the  address   of
its  President.  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 described herein.

ITEM 3. LEGAL PROCEEDINGS.

At  or  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, and other  relevant
jurisdictions, persons holding judgments did not re-certify or re-
file  their judgments within the time limits as required  by  the
state  of Florida.  In the opinion of counsel there are no  known
outstanding  judgments  against  the  Company,  nor  any  pending
litigation.

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

No  matters  were  submitted during the  fourth  quarter  of  the
calendar  year  covered  by this report to  a  vote  of  security
holders.

                             PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

(a)  Market Information.

There is not a market for the Company's securities.

(b)  Holders.

As of May 31, 2000, there were approximately 1,200 holders of the
Company's Common Stock.

(c)  Dividends.

The  Company  has never paid a cash dividend on its Common  Stock
and has no present intention to declare or pay cash dividends  on
the  Common Stock in the foreseeable future.  The Company intends
to  retain  any earnings which it may realize in the  foreseeable
future to finance its operations.  Future dividends, if any, will
depend on earnings, financing requirements and other factors.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITIONS.

The  following discussion should be read in conjunction with  the
information contained in the financial statements of the  Company
and the Notes thereto appearing elsewhere herein.

Results of Operations

The  Company  incorporated in Delaware as  Magnum  Communications
Corp. in 1969 changed its name to its present name in 1980.   Its
principal  business  included the development  and  marketing  of
timeshare  condominiums which 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.

In  the year 2000, management, in an effort to salvage value  for
the  sake  of  their  shareholders and therefore  optimize  their
interests, decided to structure the Company as a potential merger
candidate  or "blank check" company.  It caused to be filed  five
years  of the most recent annual audited financial statements  of
the Company so as to resume reporting status.

The  Company believes that while there is some doubt  as  to  the
Company's  continuance is going concern its success is  dependent
upon  its  ability  to  meet its financing requirements  and  the
success  of  its future operations or completion of a  successful
business  combination.  Management believes that actions  planned
and  presently being taken to revise the Company's operating  and
financial requirements provide the opportunity to the Company  to
continue as a going concern.

At  or  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, and other  relevant
jurisdictions,  persons holding judgments did  not  recertify  or
refile their judgments within the time limits as required by  the
state  of Florida.  In the opinion of counsel there are no  known
outstanding  judgments  against  the  Company,  nor  any  pending
litigation.

Since 1983, the Company has ceased all substantive operations.

Liquidity and Capital Resources.

From  the  Company's date of inception until  May  of  2000,  the
Company  had  issued  an aggregate of 15,000,000  shares  of  its
common  stock.   On  May 10, 2000, the Company  issued  9,120,498
shares  which  amount  is  included in the  aggregate  15,000,000
issued  and  outstanding for services rendered or to be  rendered
and  a capital contribution of $10,000.  In consideration of  the
issuance  of  the  above-mentioned common  stock,  the  receiving
company  has  agreed to pay all costs of current  accounting  and
filings with the Securities and Exchange Commission to reactivate
the  Company  as  a reporting company.  As further consideration,
the  receiving company has agreed to provide future  consultation
to  assist  the  Company in either starting  a  new  business  or
locating  a  business  combination.  It is  the  opinion  of  the
management  that  the  fair  value of  stock  issued  for  future
services  is  $91,205.  The measurement date for the issuance  of
stock was May 10, 2000.

As  of  May  31,  2000,  the  Company had  net  operating  losses
available  for  carry forward of $784, expiring in years  through
2020.   Future utilization of this carry over may be limited  due
to  changes in control of the Company.  As of May 31,  2000,  the
Company  has total deferred tax assets of approximately $118  due
to  operating  loss  carry  forwards.  However,  because  of  the
uncertainty of the potential realization of these tax assets, the
Company  has provided a valuation allowance for the entire  $118.
Thus, no tax assets have been recorded in the financial statement
as of May 31, 2000.

The Company has no operating history as a blank check company and
no material assets.  The Company has $10,000 in cash and cash
equivalents as of May 31, 2000.

Year 2000 Issue

Year  2000  issues  are not currently material to  the  Company's
business, operations or financial condition, and the Company does
not currently anticipate that it will incur any material expenses
to  remediate  Year 2000 issues it may encounter.  However,  Year
2000  issues  may  become material to the Company  following  its
completion of a business combination transaction. In that  event,
the  Company  will be required to adopt a plan and a  budget  for
addressing such issues.


ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
___________________________________________________________________

                  INDEX TO FINANCIAL STATEMENTS

               VACATION OWNERSHIP MARKETING, INC.



                      FINANCIAL STATEMENTS

                              with

       REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Report of                                              F-2
Independent
Certified Public
Accountants

Financial
Statements:

                    Balance Sheets                     F-3

                    Statements of Operations           F-4

                    Statement of Changes in            F-5
                    Stockholders' Equity


                    Statements of Cash Flows           F-6

                    Notes to Financial Statements      F-7


       REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



The Board of Directors
Vacation Ownership Marketing, Inc.
Denver, CO

We  have  audited  the accompanying balance  sheets  of  Vacation
Ownership  Marketing, Inc. as of May 31, 1997 and 1996,  and  the
related  statements of operations, stockholders' equity and  cash
flows  for  the  two years ended May 31, 1997.   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.  Those standards require that  we  plan  and
perform  the audits to obtain reasonable assurance about  whether
the  financial statements are free of material misstatement.   An
audit  includes  examining, on a test basis, evidence  supporting
the  amounts  and  disclosures in the financial  statements.   An
audit also includes assessing the accounting principles used  and
significant  estimates made by management, as well as  evaluating
the  overall  financial statement presentation.  We believe  that
our 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,  1997  and
1996,  and  the  results  of  its  operations,  changes  in   its
stockholders' equity and its cash flows for the two  years  ended
May  31,  1997  in conformity with generally accepted  accounting
principles.

The accompanying financial statements have been prepared assuming
that  the Company will continue as a going concern.  As described
in  Note 2, the Company has suffered prior operating losses since
inception  that  raise substantial doubts about  its  ability  to
continue  as  a going concern.  The financial statements  do  not
include  any  adjustments that might result from the  outcome  of
this uncertainty.




                              Miller and McCollom
                              Certified Public Accountants
                              7400 W. 14th Avenue
                              Lakewood, CO 80215

June 30, 2000


               VACATION OWNERSHIP MARKETING, INC.

                         BALANCE SHEETS

                             ASSETS
                                   May 31,                May 31,
                                      1997                   1996

Current Assets                 $         -            $         -

TOTAL ASSETS                   $         -            $         -



              LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities            $         -            $         -

TOTAL LIABILITIES              $         -            $         -

Commitments and                          -                      -
contingencies
(Notes 2 and 3)

Stockholders'
Equity:
Common stock, $.01
par value
15,000,000 shares
authorized,
5,879,502 issued and                58,795                 58,795
outstanding
Additional paid-in               2,007,488              2,007,488
capital
Accumulated                    (2,066,283)            (2,066,283)
(deficit)

TOTAL STOCKHOLDERS'                      -                      -
EQUITY

TOTAL LIABILITIES
AND STOCKHOLDERS'
EQUITY                         $         -            $         -





The accompanying notes are an integral part of the financial
statements.



               VACATION OWNERSHIP MARKETING, INC.

                    STATEMENTS OF OPERATIONS

                                       Year Ended                Year Ended
                                          May 31,                   May 31,
                                             1997                      1996



Revenue                               $         -               $         -
Expenses
Administrative and other                        -                         -
                                                -                         -

Net (Loss)                            $         -               $         -

Per Share                             $       nil               $       nil

Weighted Average Shares
Outstanding                             5,879,502                 5,879,502







The accompanying notes are an integral part of the financial statements.



                    VACATION OWNERSHIP MARKETING, INC.

               STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

           For the Period from May 31, 1995 through May 31, 1997


                       Common       Stock    Additional  Accumulated  Total
                     No./Shares     Amount     Paid-in    (Deficit)
                                               Capital
Balance at May           5,879,502   58,795    2,007,488                   $
31, 1995                                                  (2,066,283)      -
Change for the                   -
period ended May                          -            -            -      -
31, 1996
Balance at May           5,879,502   58,795    2,007,488  (2,066,283)
31, 1996
Change for the                   -
period ended May                          -            -            -      -
31, 1997
Balance at May           5,879,502   58,795    2,007,488  (2,066,283)      $
31, 1997                                                                   -



The accompanying notes are an integral part of the financial statements.


               VACATION OWNERSHIP MARKETING, INC.

                    STATEMENTS OF CASH FLOWS


                                       Year Ended                Year Ended
                                          May 31,                   May 31,
                                             1997                      1996
Cash Flows from
Operating Activities:
Net (Loss)                            $         -               $         -
Net Cash Provided by
Operating
Activities                                      -                         -

Cash Flows Provided by
Investing
Activities                                      -                         -

Cash Flows Provided by
Financing
Activities                                      -                         -

Increase in Cash                                -                         -

Cash, Beginning of                              -                         -
Period

Cash, End of Period                             $               $         -

Interest Paid                         $         -               $         -

Income Taxes Paid                     $         -               $         -


The accompanying notes are an integral part of the financial statements.


               VACATION OWNERSHIP MARKETING, INC.

                  NOTES TO FINANCIAL STATEMENTS

                      May 31, 1997 and 1996

(1)  Summary of Accounting Policies

     Vacation   Ownership   Marketing,   Inc.   ("Company")   was
     incorporated in Delaware as Magness 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.

     (a)  Description of Business

          It is management's plan to start a new business or seek
          a business combination.  See Note 3, Subsequent Events.
          The Company has selected May 31 as its year end.

     (b)  Per Share Information

          Per  share  information  is  based  upon  the  weighted
          average number of shares outstanding during the period.

          (c)   Use  of Estimates in the Preparation of Financial
          Statements

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


               VACATION OWNERSHIP MARKETING, INC.

                  NOTES TO FINANCIAL STATEMENTS

                      May 31, 1997 and 1996

(2)  Basis of Presentation - Going Concern

     The accompanying financial statements have been prepared  in
     conformity  with  generally accepted accounting  principles,
     which  contemplates continuation of the Company as  a  going
     concern.  However, the Company has sustained prior operating
     losses since inception.  This fact raises substantial  doubt
     about  the Company's ability to continue as a going concern.
     Management  is  attempting  to  obtain  capital  for  a  new
     business or locate a business combination candidate.

     In  view of these matters, continuing as a going concern  is
     dependent  upon the Company's ability to meet its  financing
     requirements, raise additional capital, and the  success  of
     its future operations or completion of a successful 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.

(2)  Subsequent Events

     During May 2000, the Company issued 9,120,498 shares of  its
     common  stock,  representing  60.8%  of  its  common   stock
     outstanding  at  May  31,  2000.  In  consideration  of  the
     issuance  of the above-mentioned common stock, the receiving
     company  has  agreed to pay all costs of current  accounting
     and  filings with the Securities and Exchange Commission  to
     reactivate  the Company as a reporting company.  As  further
     consideration, the receiving company has agreed  to  provide
     future consultation to assist the Company in either starting
     a  new  business  or locating a business  combination.   The
     receiving company has contributed $10,000 to the Company  as
     additional paid in capital.


____________________________________________________________________

                            PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

OFFICERS AND DIRECTORS

The  following  table  sets forth certain information  concerning
each of the Company's directors and executive officers:

NAME                AGE                  POSITION

Peter Porath        69                   Chairman of the
                                         Board, President,
                                         Chief Executive
                                         Officer

Mick Schumacher     50                   Vice President

George Powell       73                   Secretary and
                                         Treasurer


Peter  J. Porath has been President and a director of the Company
since its formation on April 30, 1979.  Shortly after the Company
ceased  operations,  Mr.  Porath was a director  for  Plants  For
Tomorrow,  an environmental litigation concern through the  years
from 1989-1991.  Since 1990 Mr. Porath, semi-retired has operated
a  retail magic supply store in Fort Lauderdale Florida, Merlin's
Festival  of Magic.  From 1978 to 1979, Mr. Porath was  executive
vice-president  and director of International Resort  Properties,
Inc.  a timesharing company in Hillsboro Beach, Florida where  he
was  responsible for the development of a 20-unit project.  Prior
to  1978, Mr. Porath was Vice President of Investment Corporation
of  Florida,  a  public company, and developer in Wellington  and
Palm  Beach,  now a city of 30,000 people.  Mr.  Porath  holds  a
Bachelor of the Arts Degree in English from Ripon College  and  a
Juris Doctor from De Paul University in Chicago.

Michael   L.  Schumacher  has  been  Vice-President  of  Vacation
Ownership  Marketing,  Inc. since May of  2000.   Mr.  Schumacher
devotes  most  of his time and efforts to a public company  named
Prime Rate Income and Dividend Enterprises, Inc. (PRIDE) where he
functions as President and CEO of that company. Mr. Schumacher is
also the director and President of Schumacher & Associates, Inc.,
a certified public accounting firm located in Englewood, Colorado
that provides audit services, principally to public companies  on
a  national  basis  throughout the U.S.A.  Mr.  Schumacher  is  a
Certified Public Accountant, Certified Management Accountant  and
an  Accredited Financial Planning Specialist.  Mr. Schumacher has
a Bachelor of the Sciences Degree in Business Administration with
a  major in accounting from the University of Nebraska at Kearney
and  a Masters in Business Administration from the University  of
Colorado.

George  A. Powell has been Secretary and Treasurer of the Company
since  May of 2000.  Mr. Powell is concurrently a director, vice-
president  and  secretary of PRIDE. Mr. Powell was  previously  a
director  and  president of Continental Investors Life,  Inc.,  a
public   reporting   insurance  company.   Since   Mr.   Powell's
retirement from the insurance business in 1988, he has been self-
employed as a business consultant.

SIGNIFICANT EMPLOYEES

The  Company has no regular employees.  Peter Porath, Michael  L.
Schumacher and George A. Powell each devote approximately 10%  of
their time to the Company's business.

ITEM 10. EXECUTIVE COMPENSATION.

Presently,  none of the Company's current officers  or  directors
receive  any compensation for their respective services  rendered
unto the Company, nor have they received such compensation in the
past  17 years.  They all have agreed to act without compensation
until authorized by the Board of Directors, which is not expected
to occur until the Company has generated revenues from operations
after  consummation  of  a  merger or acquisition.   The  Company
currently  has  no funds available to pay officer  or  directors.
Further,  none  of  the  officer or directors  are  accruing  any
compensation pursuant to any agreement with the Company.

It is possible that, after the Company successfully consummates a
merger  or  acquisition with an unaffiliated entity, that  entity
may  desire to employ or retain one or a number of members of the
Company's  management for the purposes of providing  services  to
the surviving entity, or otherwise provide other compensation  to
such  persons.  However, the Company has adopted a policy whereby
the  offer  of  any post-transaction remuneration to  members  of
management will not be a consideration in the Company's  decision
to undertake any proposed transaction.  Each member of management
has  agreed  to disclose to the Company's Board of Directors  any
discussions concerning possible compensation to be paid  to  them
by  any entity that proposes to undertake a transaction with  the
Company  and further, to abstain from voting on such transaction.
Therefore, as a practical matter, if each member of the Company's
Board  of Directors is offered compensation in any form from  any
prospective   merger  or  acquisition  candidate,  the   proposed
transaction  will  not  be approved by  the  Company's  Board  of
Directors  as  a  result  of  the  inability  of  the  Board   to
affirmatively approve such a transaction.

It  is possible that persons associated with management may refer
a  prospective merger or acquisition candidate to the Company. In
the  event the Company consummates a transaction with any  entity
referred by associates of management, it is possible that such an
associate will be compensated for their referral in the form of a
finder's fee.  It is anticipated that this fee will be either  in
the form of restricted common stock issued by the Company as part
of  the terms of the proposed transaction, or will be in the form
of  cash consideration.  However, if such compensation is in  the
form of cash, such payment will be tendered by the acquisition or
merger  candidate,  because  the Company  has  insufficient  cash
available.  The amount of such finder's fee cannot be  determined
as of the date of this registration statement, but is expected to
be   comparable   to   consideration  normally   paid   in   like
transactions.   No  member  of management  of  the  Company  will
receive  any  finders fee, either directly or  indirectly,  as  a
result  of  their respective efforts to implement  the  Company's
business plan outlined herein.

No retirement, pension, profit sharing, stock option or insurance
programs  or  other  similar programs have been  adopted  by  the
Company for the benefit of its employees.

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

PRINCIPAL STOCKHOLDERS

The  following table sets forth certain information as of May 31,
2000  regarding the beneficial ownership of the Company's  Common
Stock  by  (i) each stockholder known by the Company  to  be  the
beneficial  owner of more than 5% of the Company's Common  Stock,
(ii)  by  each Director and executive officer of the Company  and
(iii) by all executive officer and Directors of the Company as  a
group. Each of the persons named in the table has sole voting and
investment power with respect to Common Stock beneficially owned.

NAME AND ADDRESS                    NUMBER OF       PERCENTAGE
                                    SHARES OWNED    OF SHARES
                                    OR CONTROLLED   OWNED

Peter Porath                           944,134          6.3%

Prime Rate Income & Dividend, Inc.    9,120,498        60.8%

ALL DIRECTORS AND OFFICERS AS A       10,064,632       67.1%
GROUP

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

In  May of 2000, The Board, consisting solely of Mr. Peter Porath
appointed  two  new  members and officers,  Mick  Schumacher  and
George  Powell,  principals of the firm, Prime  Rate  Income  and
Dividend, Inc.  Management likewise secured the services of Prime
Rate  Income and Dividend, Inc.  (PRIDE) a consulting firm  which
is expected to assist the company in its efforts to salvage value
for  the  benefit of its shareholders.  The Company has opted  to
become  a  "blank  check" company and to further  engage  in  any
lawful  corporate  undertaking, including, but  not  limited  to,
selected  mergers and acquisitions.  PRIDE contributed $10,000.00
as paid in capital to the Company and has agreed to pay all costs
of  current  accounting  and  filings  with  the  Securities  and
Exchange  Commission  so  as  to  reactivate  the  Company  as  a
reporting  company.  PRIDE has also agreed to advise the  Company
as  to  potential  business combinations.  In  consideration  for
these  services  and capital contribution(s), the Company  issued
PRIDE 9,120,498 shares of its common stock representing 60.8%  of
its common stock outstanding as of May 31, 2000.

                             PART IV

ITEM 13.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS  ON
FORM 8-K.

(a) Financial Statements are contained in Item 7.

(b) Reports on Form 8-K

No reports on Form 8-K have been filed during the last quarter of
the period covered by this report.

(c) Exhibits.

* 3.1     Articles of Incorporation
* 3.2     Bylaws of the Company

*   These   documents  are  rendered  as  previously  filed   and
    incorporated by reference to the  Company's previous  filings
    with the Securities and Exchange Commission.

                           SIGNATURES

Pursuant  to  the  requirements of Section 13  or  15(d)  of  the
Securities  and  Exchange Act of  1934, the Registrant  has  duly
caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

VACATION OWNERSHIP MARKETING, INC.

Date: August 15, 2000

By:
__________________________________
/s/Peter Porath
President, Chief Executive Officer

Date: August 15, 2000

By:
_________________________________
/s/Michael Schumacher
Vice President