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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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                                   FORM 10-KSB

                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 of Incorporation)                    (I.R.S. Employer Identification No.)

                                  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 not 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 September 12, 2002 was $39,711.26 (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
September 12, 2002 was 61,110,595.

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<PAGE>
                       VACATION OWNERSHIP MARKETING, INC.
                         2002 FORM 10-KSB ANNUAL REPORT
                                TABLE OF CONTENTS
<TABLE>
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<S>                                                                                                 <C>
PART I...............................................................................................3
  Restatement Information............................................................................3
  ITEM 1.  Business..................................................................................4
  RISK FACTORS.......................................................................................8
  ITEM 2.  Properties...............................................................................10
  ITEM 3.  Legal Proceedings........................................................................10
  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................................13
  ITEM 7.  Financial Statements.....................................................................20
  ITEM 8.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.....33
PART III............................................................................................34
  ITEM 9.  Directors and Executive Officers of the Registrant Board of Directors....................34
  ITEM 10. Executive Compensation...................................................................35
  ITEM 11. Security Ownership of Certain Beneficial Owners and Management...........................35
  ITEM 12. Certain Relationships and Related Transactions...........................................36
  ITEM 13. Exhibits and Reports on Form 8-K.........................................................38
  ITEM 14. Controls and Procedures..................................................................38
SIGNATURES..........................................................................................39
CERTIFICATION.......................................................................................39
</TABLE>
































                                       2
<PAGE>
         THIS REPORT CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND
UNCERTAINTIES. SUCH STATEMENTS ARE BASED ON CURRENT EXPECTATIONS, ASSUMPTIONS,
ESTIMATES AND PROJECTIONS ABOUT THE COMPANY AND ITS INDUSTRY. THESE
FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES. FORWARD-LOOKING
STATEMENTS ARE SUBJECT TO KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER
FACTORS THAT MAY CAUSE ACTUAL RESULTS, LEVELS OF ACTIVITY, PERFORMANCE,
ACHIEVEMENTS AND PROSPECTS TO BE MATERIALLY DIFFERENT FROM THOSE EXPRESSED OR
IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. THE COMPANY UNDERTAKES NO OBLIGATION
TO UPDATE PUBLICLY ANY FORWARD-LOOKING STATEMENTS FOR ANY REASON EVEN IF NEW
INFORMATION BECOMES AVAILABLE OR OTHER EVENTS OCCUR IN THE FUTURE.

                                     PART I
Restatement Information

         The Company, in consultation with its independent accountants, expects
to restate its unaudited consolidated financial statements for the quarters
ended August 31, 2001, November 30, 2001 and February 28, 2002. The Company's
restatements of its unaudited consolidated financial statements for these
quarters will contain adjustments that fall into four categories. The first
category of adjustments arise from the recognition of $404,192 of expenses
associated with the merger and recapitalization in its proper period. The
Company plans to adjust its 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. These adjustments occurred in 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. In
the 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 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".

         The Company expects to file quarterly reports on Form 10-QSB/A for the
quarters ended August 31, 2001, November 30, 2001 and February 28, 2002. The
following is a summary of the cumulative effect of the restatement of the
Company's net loss for these quarters.

                                                    As previously
                                                      reported      As restated
                                                      --------      -----------

Net loss for quarter ended August 31, 2001........   $(56,911)      $(461,103)
Net loss for quarter ended November 30, 2001......   $(32,013)      $(178,700)
Net loss for quarter ended February 28, 2002......   $(1,559)       $ (64,146)


         The amended quarterly reports expected to be filed will include
additional information related to the restatements and adjustments made to the
Company's financial statements for the periods mentioned above. This information
will be set forth in the Notes to Consolidated Financial Statements.



                                       3
<PAGE>
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. As described more fully
below, beginning on August 29, 2001 the Company was engaged in the construction
of Conquistador Plaza Apartments in Miami, Florida, pursuant to a lump sum
construction contract with Conquistador Plaza These operations ceased with the
separation of Encore Builders from the Company in the first quarter of 2002. The
Company is now essentially a shell corporation.

         Effective August 23, 2001, a 1:20 reverse stock split of the Company's
common stock ("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"). 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

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<PAGE>
253 of the Delaware General Corporation Law, which permit a corporation of which
at least 90% of the shares of each class are owned by a parent company, to be
merged into the parent company without stockholder approval. Pursuant to the
merger, and by operation of law, the Company assumed all of the rights and
obligations of Acquisition Corp. Thus, pursuant to the merger (a) Encore
Builders became the Company's wholly-owned subsidiary, (b) all of the issued and
outstanding shares of Acquisition Corp. Common Stock owned by Messrs. Astrom and
Gutierrez (i.e., 1,000 shares) were surrendered by them to, and were canceled by
the Company, (c) all of the issued and outstanding shares of Acquisition Corp.
Common Stock owned by the Company were canceled, and (d) the Acquisition Corp.
Debentures were surrendered, canceled, and new debentures (the "VAOM
Debentures"), identical to the Acquisition Corp. Debentures, together with
accompanying conversion rights into authorized but unissued shares of 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. The ability to rely on these exemptions has since been called into
question. 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.

         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.



                                       5
<PAGE>
         The Company has, and will continue to have, little or no capital with
which to provide the owners of business opportunities with any significant cash
or other assets. However, management believes the Company will be able to offer
owners of acquisition candidates the opportunity to acquire a controlling
ownership interest in a publicly registered company without incurring the cost
and time required to conduct an initial public offering. Any such acquisition
candidate will, however, incur significant legal and accounting costs in
connection with an acquisition of the Company, including the costs of preparing
current reports on Form 8-K and periodic reports on Form 10-Q or 10-QSB and Form
10-K or 10-KSB, various agreements and other documents. The Exchange Act
specifically requires that any merger or acquisition candidate comply with all
applicable reporting requirements, which include providing audited financial
statements to be included within the numerous filings relevant to complying with
the Exchange Act. The officers and directors have not conducted market research
and are not aware of statistical data which would support the perceived benefits
of a merger or acquisition transaction for the owners of a business opportunity.

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 Results of Operations - 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."

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<PAGE>
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.



















































                                       7
<PAGE>
                                  RISK FACTORS

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

Risks Related to the Company's Financial Condition and Business Model

The Company's Liquidity is Limited and It May Not Be Able to Obtain Sufficient
Funds to Fund Its Business

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

The Company Has Received a Going Concern Opinion from Its Auditors

         The Company's consolidated financial statements have been prepared on
the assumption that the Company will continue as a going concern. The Company's
independent auditors have issued a report dated 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, the subsequent assignment of
the Company's Encore Builders Common Stock to Braulio Gutierrez, and the
spin-off of Encore Builders, the Company's former wholly-owned subsidiary.

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 May Have 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 September 12, 2002, 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 void or voidable. It may be
possible to cure the overissuance by having the Company's board of directors
approve an


                                       8
<PAGE>
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.

         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 complying attaining stockholder approval, the Company may have violated
Delaware state law. If so, the transaction could be challenged.

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. Reliance on these
exemptions was subsequently challenged by the SEC. As such, it is probable the
Company has violated that provision. 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, many of the VAOM Debentures were converted in the second fiscal
quarter of 2002. 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.

The Company Is Under Review by the SEC

         In 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, but has not been able to obtain the SEC's
approval of the Information Statement nor, consequently, increase the number of
shares of authorized VAOM Common Stock. 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. Further,
although from time-to-time the Company enters into agreements for the sale of
its properties, there can be no assurance that the Company will be successful in
completing any of these agreements of sale, all of which are subject to material
contingencies, including, but not limited to financing and local governmental
approvals.



                                       9
<PAGE>
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 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.


                                       10
<PAGE>
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 September 12, 2002, 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 underwriting discount of $130,000,
the difference between the face value of the VAOM Debentures ($1 million) and
the price paid ($870,000).

         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.



                                       12
<PAGE>
         The Company claimed the issuance of the VAOM Debentures was exempt from
registration under Section 5 of the Securities Act pursuant to Regulation D
promulgated under the Securities Act. The Company relied on, among other things,
the fact that the Investors represented themselves to be "accredited investors"
as that term is defined in Rule 501 promulgated under the Securities Act.

         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."

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, expects
to restate its unaudited consolidated financial statements for the quarters
ended August 31, 2001, November 30, 2001 and February 28, 2002. The Company's
restatements of its unaudited consolidated financial statements for these
quarters will contain adjustments that fall into four categories. The first
category of adjustments arise from the recognition of $404,192 of expenses
associated with the merger and recapitalization in its proper period. The
Company plans to adjust its 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. These adjustments occurred in 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. In
the 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 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".

         The Company plans to file reports on Form 10-QSB/A for the quarters
ended August 31, 2001, November 30, 2001 and February 28, 2002 for the purpose
of amending the reports on Form 10-QSB previously filed with respect to such
periods. These reports will include additional information related to the
restatements and adjustments made to the Company's financial statements for the
periods mentioned above. This information will be set forth in the Notes to
Consolidated Financial Statements.

         The following discussion and analysis should be read in conjunction
with the Financial Statements appearing


                                       13
<PAGE>
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.

         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 was at the time a general contractor in
              the business of building multi-family residential apartment units.



                                       14
<PAGE>
         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 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, many of the VAOM Debentures were
              converted in the second fiscal quarter of 2002. 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 shares of VAOM Common Stock with Sroya
              Holdings for conversion of the VAOM Debentures.

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



                                       15
<PAGE>
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
end the Company's relationship with Encore Builders. If so, the transaction
could be challenged.

         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.

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.



                                       16
<PAGE>
         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. The Company currently expects that money borrowed from
National Residential Properties, Inc. will be used during the next 12 months to
satisfy the companies 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 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.

         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.





                                       17
<PAGE>
<TABLE>
<CAPTION>
                             Aug 31,       Aug 31,          Nov 30,        Nov 30,        Feb 28,        Feb 28,       May 31,
                             -------       -------          -------        -------        -------        -------       -------
                               2001          2001             2001           2001           2002           2002          2002
                               ----          ----             ----           ----           ----           ----          ----
                          As previously                  As previously                  As previously
                             reported    As restated        reported    As restated       reported    As restated

Statement of Operations Data:
<S>                          <C>          <C>               <C>          <C>              <C>          <C>            <C>
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 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. 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 various issues, including increasing the Company's
authorized shares of VAOM Common Stock, and intends to file a proxy statement on
Schedule 14A in the near future. Until the Company resolves the matters related
to its over-issuance of VAOM Common Stock and the SEC accepts the Company's
responses to the SEC's comments, the Company will be unable to increase the
authorized shares of VAOM Common Stock. Accordingly, the Company is unable to
anticipate when it will be able to effect such increase in order to receive
additional funding from the VAOM Debenture holders, which holders require that
the Company have sufficient VAOM Common Stock available for issuance upon
exercise of the VAOM Debentures issued to them.

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.




                                       18
<PAGE>
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.





















































                                       19
<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

                                       20
<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                                                                  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
                                                                             =============   =============

The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>



                                       21
<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
                                                         ============  ============

The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>

                                       22
<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)
                         ==========   =========   =========    =========    ============    ==============    ===========

The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
























                                       23
<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
                                        ==========  ==========  ===========  ========  ============  ==============  ===========


The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>























                                       24
<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     $         -
                                                                    ============    ============

The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
                                       25
<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
              financial

                                       26
<PAGE>
              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.

              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.

              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.



                                       27
<PAGE>
              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
              Outstanding (Diluted)...............       770,000      750,000

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

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
                                                     ============  ===========

                                       28
<PAGE>
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. Substantially all
              the shares issued in connection with the conversion of the
              debentures have been reclassified as temporary equity.

              The Company, during the fiscal year May 31, 2002, issued
              60,340,595 common shares that have been recorded in temporary
              equity. 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.

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.



                                       29
<PAGE>
              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.

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 are 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-      Disposal of Business

              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.

                                       30
<PAGE>
              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.

              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 s 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


                                       31
<PAGE>
              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.






















































                                       32
<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.










































                                       33
<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.

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

         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 September 12, 2002:

                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.



                                       34
<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

         To the Company's knowledge, the following table sets forth information
with respect to beneficial ownership of outstanding VAOM Common Stock as of
September 12, 2002 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.

         Beneficial ownership is determined in accordance with the rules of the
SEC and includes voting or investment

                                       35
<PAGE>
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 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 September 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.
<TABLE>
<CAPTION>
Name of Beneficial Owner                                        Number              Percent
------------------------                                        ------              -------
                                                               Shares Beneficially Owned
                                                               -------------------------
<S>                                                          <C>                     <C>
Christopher Astrom (1)                                       250,277,492             80.45%
Richard Astrom (2)                                                     0              0.00%
Knight Securities (3)                                         16,021,848             26.22%
James Louis Silvester (4)                                      5,100,000              8.35%
All directors and executive officers as a group (2 persons)  250,277,492             80.45%
</TABLE>
------------------------

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

                                       36
<PAGE>
         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.


































                                       37
<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.
 3.2       Bylaws of the Company.
 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.
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

         None.

ITEM 14. Controls and Procedures

         Not applicable.







                                       38
<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 October 2002.

                                        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 October 4, 2002:

                    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 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:  October 4, 2002


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