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

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

                                   FORM 10-QSB

     |X |QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

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

                                     0-9879
                            (COMMISSION FILE NUMBER)

                 FOR THE QUARTERLY PERIOD ENDED AUGUST 31, 2004

                                       OR

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

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

                            CAPITAL SOLUTIONS I, INC.

             (Exact Name of Registrant as Specified in its Charter)

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

                            6915 RED ROAD, SUITE #222
                           CORAL GABLES, FLORIDA 33143
                                 (305) 666-6565

               (Address, including zip code, and telephone number,
                  of registrant's principal executive offices)

                       Vacation Ownership Marketing, Inc.
              (Former Name, former address and former fiscal year,
                          if changed since last report)

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

         Check whether the Registrant (1) has filed all reports required 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 |_|

         As of October 13, 2004, there were 289,222,628 shares of the
Registrant's Common Stock, $0.0000001 par value per share, outstanding.

         Transitional Small Business Disclosure Format  Yes |_|  No |X|




<PAGE>
                            CAPITAL SOLUTIONS I, INC.
                 FOR THE QUARTERLY PERIOD ENDED AUGUST 31, 2004

                                TABLE OF CONTENTS




PART I FINANCIAL INFORMATION...................................................2

     ITEM 1.  FINANCIAL STATEMENTS.............................................2

     ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.......14

     ITEM 3.  CONTROLS AND PROCEDURES.........................................24

PART II OTHER INFORMATION.....................................................25

     ITEM 1.  LEGAL PROCEEDINGS...............................................25

     ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.....25

     ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.................................25

     ITEM 5.  OTHER INFORMATION...............................................25

     ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K................................27

         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. 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.






















                                        1
<PAGE>
                                     PART I
                              FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS


                            CAPITAL SOLUTIONS I, INC.
                  (FORMERLY VACATION OWNERSHIP MARKETING, INC.)
                CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
                                 AUGUST 31, 2004



                                     ASSETS
CURRENT ASSETS                                                         2004
                                                                  --------------

  Cash and cash equivalents                                       $         858
                                                                  --------------

TOTAL ASSETS                                                      $         858
                                                                  ==============


LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
  Accounts payable and accrued expenses                           $     145,677
  Debentures payable                                                    400,202
  Short-term notes payable and advances - net                            75,116
                                                                  --------------

                  TOTAL LIABILITIES                                     620,995
                                                                  ==============

TEMPORARY EQUITY                                                             -

STOCKHOLDERS' EQUITY (DEFICIT)
  Preferred stock, $.0000001 par value, 200,000,000 shares
       authorized, 50,000 issued and outstanding                             -
   Common stock, $.0000001 par value, 20,000,000,000 shares
       authorized and 251,222,628 shares issued and outstanding              -
   Additional paid-in capital                                           223,814
   Accumulated deficit                                                 (843,951)
                                                                  --------------

                  TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                 (620,137)
                                                                  --------------

TOTAL LIABILITIES, TEMPORARY EQUITY AND
     STOCKHOLDERS' EQUITY (DEFICIT)                               $         858
                                                                  ==============


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



                                        2
<PAGE>
                            CAPITAL SOLUTIONS I, INC.
                  (FORMERLY VACATION OWNERSHIP MARKETING, INC.)
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
               FOR THE THREE MONTHS ENDED AUGUST 31, 2004 AND 2003


<TABLE>
<CAPTION>
                                                                      THREE MONTHS ENDED
                                                         ----------------------------------------------
                                                             AUGUST 31, 2004        AUGUST 31, 2003
                                                         ----------------------  ----------------------
<S>                                                          <C>                     <C>
REVENUES                                                     $          -            $          -

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

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

OPERATING EXPENSES
   Professional fees                                                  5,000                     180
   Accounting and audit fees                                            -                     3,500
   Stock transfer fees                                                2,979                     150
   Administrative and Other                                           1,980                      37
                                                         ----------------------  ----------------------
              TOTAL OPERATING EXPENSES                                9,959                   3,867
                                                         ----------------------  ----------------------

LOSS BEFORE OTHER EXPENSE                                            (9,959)                 (3,867)
                                                         ----------------------  ----------------------

OTHER (EXPENSE)
   Interest expense                                                  (8,004)                 (8,004)
                                                         ----------------------  ----------------------
              TOTAL OTHER EXPENSES                                   (8,004)                 (8,004)
                                                         ----------------------  ----------------------

NET LOSS BEFORE PROVISION FOR INCOME TAXES:                         (17,963)                (11,871)
Provision for income taxes                                                -                     -
                                                         ----------------------  ----------------------

NET LOSS APPLICABLE TO COMMON SHARES                         $      (17,963)         $      (11,871)
                                                         ======================  ======================

NET LOSS PER BASIC AND DILUTED SHARES                        $          -            $       (0.012)
                                                         ======================  ======================

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING             22,056,461               1,000,000
                                                         ----------------------  ----------------------
</TABLE>




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

                                        3
<PAGE>
                            CAPITAL SOLUTIONS I, INC.
                  (FORMERLY VACATION OWNERSHIP MARKETING, INC.)
  STATEMENT OF CONDENSED CONSOLIDATED CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                                   (UNAUDITED)
               FOR THE THREE MONTHS ENDED AUGUST 31, 2004 AND 2003




<TABLE>
<CAPTION>
                                             PREFERRED STOCK             COMMON STOCK         ADDITIONAL
                                          ---------------------   -------------------------    PAID-IN     ACCUMULATED
                                            SHARES     AMOUNT         SHARES      AMOUNT       CAPITAL       DEFICIT        TOTAL
                                          ---------- ----------   -------------  ----------   -----------  -----------   -----------
<S>                                       <C>         <C>           <C>           <C>          <C>         <C>           <C>
BALANCE - MAY 31, 2003                    2,500,000   $  2,500      50,000,000    $ 50,000     $ 107,389   $ (752,632)   $ (592,743)

   Net loss for the three months ended
    August 31, 2003                             -            -               -           -             -      (11,871)      (11,871)
                                          ---------- ----------   -------------  ----------   -----------  -----------   -----------
BALANCE - AUGUST 31, 2003                 2,500,000   $  2,500      50,000,000    $ 50,000     $ 107,389   $ (764,503)   $ (604,614)
                                          ========== ==========   =============  ==========   ===========  ===========   ===========

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

   Issuance of common stock - officers          -            -     250,000,000           -     $   5,000            -    $    5,000
   Net loss for the three months ended
    August 31, 2004                             -            -               -           -             -      (17,963)      (17,963)
                                          ---------- ----------   -------------  ----------   -----------  -----------   -----------
BALANCE - AUGUST 31, 2004                    50,000   $      -     251,222,628    $      -     $ 223,814   $ (843,951)   $ (620,137)
                                          ---------- ----------   -------------  ----------   -----------  -----------   -----------
</TABLE>


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






















                                        4
<PAGE>
                            CAPITAL SOLUTIONS I, INC.
                  (FORMERLY VACATION OWNERSHIP MARKETING, INC.)
   STATEMENT OF CONDENSED CONSOLIDATED CHANGES IN TEMPORARY EQUITY (UNAUDITED)
               FOR THE THREE MONTHS ENDED AUGUST 31, 2004 AND 2003




<TABLE>
<CAPTION>
                                             PREFERRED STOCK             COMMON STOCK         ADDITIONAL
                                          ---------------------   -------------------------    PAID-IN
                                            SHARES     AMOUNT         SHARES      AMOUNT       CAPITAL         TOTAL
                                          ---------- ----------   -------------  ----------   -----------   -----------
<S>                                                  <C>            <C>          <C>          <C>           <C>
BALANCE - MAY 31, 2003                          -    $       -      11,110,595   $  11,111    $   11,529    $   22,640

   Activity                                     -            -             -           -             -             -
                                          ---------- ----------   -------------  ----------   -----------   -----------

BALANCE - AUGUST 31, 2003                       -    $       -      11,110,595   $  11,111    $   11,529    $   22,640
                                          ========== ==========   =============  ==========   ===========   ===========

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

   Activity                                     -            -             -           -             -             -
                                          ---------- ----------   -------------  ----------   -----------   -----------

BALANCE - AUGUST 31, 2004                       -    $       -                   $     -      $      -      $      -
                                          ========== ==========   =============  ==========   ===========   ===========
</TABLE>





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



















                                        5
<PAGE>
                            CAPITAL SOLUTIONS I, INC.
                  (FORMERLY VACATION OWNERSHIP MARKETING, INC.)
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
               FOR THE THREE MONTHS ENDED AUGUST 31, 2004 AND 2003


<TABLE>
<CAPTION>
                                                                         2004                 2003
                                                                   ------------------ -------------------
<S>                                                                   <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net Loss                                                           $    (17,963)     $    (11,871)
                                                                   ------------------ -------------------

ADJUSTABLE TO RECONCILE NET LOSS TO NET CASH
   (USED IN) OPERATING ACTIVITIES:
   Issuance of common stock - fees                                           5,000
CHANGES IN ASSETS AND LIABILITIES
   Increase in accounts payable and accrued expenses                         3,004             11,504
                                                                   ------------------ -------------------
                TOTAL ADJUSTMENTS                                            8,004             11,504
                                                                   ------------------ -------------------

                NET CASH (USED IN) OPERATING ACTIVITIES                     (9,959)              (367)
                                                                   ------------------ -------------------


CASH FLOWS FROM FINANCING ACTIVITIES
   Payments from short-term notes payable and advanced-net                 (13,405)               (50)
                                                                   ------------------ -------------------

                      NET CASH (USED IN) FINANCING ACTIVITIES              (13,405)               (50)
                                                                   ------------------ -------------------


NET (DECREASE) IN CASH AND CASH EQUIVALENTS                                (23,364)              (417)
                                                                   ------------------ -------------------

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

CASH AND CASH EQUIVALENTS - END OF PERIOD                             $        858       $        228
                                                                   ================== ===================

SUPPLEMENTAL SCHEDULE OF NON CASH ACTIVITY
   Issuance of common stock for fees                                  $      5,000       $          -
                                                                   ================== ===================
</TABLE>

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







                                        6
<PAGE>
                            CAPITAL SOLUTIONS I, INC.
                  (FORMERLY VACATION OWNERSHIP MARKETING, INC.)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                            AUGUST 31, 2004 AND 2003


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

         The condensed consolidated unaudited interim financial statements
         included herein have been prepared by Capital Solutions I, Inc.
         (formerly Vacation Ownership Marketing, Inc.) (the "Company") without
         audit, pursuant to the rules and regulations of the Securities and
         Exchange Commission (the "SEC"). Certain information and footnote
         disclosures normally included in the condensed consolidated financial
         statements prepared in accordance with accounting principles generally
         accepted in the United States of America have been condensed or omitted
         as allowed by such rules and regulations, and the Company believes that
         the disclosures are adequate to make the information presented not
         misleading. It is suggested that these condensed financial statements
         be read in conjunction with the May 31, 2004 audited consolidated
         financial statements and the accompanying notes thereto. While
         management believes the procedures followed in preparing these
         condensed financial statements are reasonable, the accuracy of the
         amounts are in some respects dependent upon the facts that will exist,
         and procedures that will be accomplished by the Company later in the
         year.

         The management of the Company believes that the accompanying unaudited
         condensed consolidated financial statements contain all adjustments
         (including normal recurring adjustments) necessary to present fairly
         the operations, changes in stockholders' equity (deficit), temporary
         equity, and cash flows for the periods presented.

         The Company was incorporated in Delaware as Magnum Communications Corp
         in 1969 and changed its name to Vacation Ownership Marketing, Inc. in
         1980. Coinciding with the name change, the Company changed its business
         to the development and marketing of time-shared condominiums which it
         continued until 1983. During that year, the Company experienced
         financial difficulties and encountered adverse litigation. From 1984
         until August 29, 2001, the Company was not engaged in any business. The
         Company's charter was renewed on May 7, 2000. The Company changed names
         to its present name on May 10, 2004.

         On January 21, 2004, the Company took the following actions in lieu of
         an annual meeting of the stockholders pursuant to Section 228 of the
         Delaware General Corporation Law: re-election of directors; the Company
         increased its authorized common stock from 50,000,000 to 1,000,000,000
         shares; the ratification of the issuance of common stock; the
         ratification of the assignment of Encore Builders common stock; and the
         approval of the Amended and Restated Articles of Incorporation. An
         amended and Restated Certificate of Incorporation was filed with the
         Secretary of State on January 22, 2004.







                                        7
<PAGE>
                            CAPITAL SOLUTIONS I, INC.
                  (FORMERLY VACATION OWNERSHIP MARKETING, INC.)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                   (CONTINUED)
                            AUGUST 31, 2004 AND 2003

NOTE 1 - ORGANIZATION (CONTINUED)
         ------------------------

         As of May 10, 2004, a wholly-owned subsidiary of the Company, Capital
         Solutions I, Inc. ("Capital Solutions") was merged with and into the
         Company with the Company remaining as the surviving entity. As a result
         of the merger, the Company changed its name to "Capital Solutions I,
         Inc.". Immediately following the merger, a 1:50 reverse stock split of
         the Company's common stock became effective. The stock split decreased
         the issued and outstanding common stock from 61,110,595 to 1,222,628.
         Capital Solutions had no assets or liabilities. After the consummation
         of the merger, Capital Solutions. ceased to exist. Additionally,
         pursuant to the merger, the authorized shares of common stock increased
         from 1 billion to 20 billion and the authorized shares of preferred
         stock increased from 10 million to 200 million. The par value of the
         common stock and preferred stock authorized was reduced from $.001 par
         value per share to $.0000001 par value per share. The Company does not
         believe the merger will have any effect on the Company or its finances
         other than the amendment and restatement of the Company's Certificate
         of Incorporation. An Amended and Restated Certificate of Incorporation
         was filed with the Delaware Secretary of State on May 6, 2004.

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

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

         The condensed consolidated financial statements for 2004 and 2003
         include the accounts of the Company and all 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 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 a financial
         institution that is insured by the Federal Deposit Insurance
         Corporation up to $100,000.

                                        8
<PAGE>
                            CAPITAL SOLUTIONS I, INC.
                  (FORMERLY VACATION OWNERSHIP MARKETING, INC.)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                   (CONTINUED)
                            AUGUST 31, 2004 AND 2003

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

         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 three months ended August 31, 2004
         and 2003.

         The Company records its transactions under the accrual method of
         accounting whereby income gets recognized when the services are
         rendered and collection is reasonably assured.

         INCOME TAXES
         ------------

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

         FAIR VALUE OF FINANCIAL INSTRUMENTS
         -----------------------------------

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

         STOCK-BASED COMPENSATION
         ------------------------

         The Company has elected to follow ("SFAS 123"), "Accounting for
         Stock-Based Compensation." SFAS 123 requires companies to provide a
         pro-forma disclosure of net income and earnings per share. The
         accounting for both fixed and variable 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. There was no
         compensation for this Company cash or stock for these periods.

                                        9
<PAGE>
                            CAPITAL SOLUTIONS I, INC.
                  (FORMERLY VACATION OWNERSHIP MARKETING, INC.)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                   (CONTINUED)
                            AUGUST 31, 2004 AND 2003


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

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

         Historical net income (loss) per common share is computed using the
         weighted average number of CSI Common Stock outstanding. Diluted
         earnings per share (EPS) includes additional dilution from CSI Common
         Stock equivalents, such as stock issuable pursuant to the exercise of
         stock options and warrants. CSI 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:

                                          August 31,            August 31,
                                             2004                  2003
                                      -------------------    ------------------
Net loss                                        $ 17,963             $ (11,871)

Weighted-average common shares
Outstanding (Basic)                           22,056,461             1,000,000

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

Weighted-average common shares
Outstanding (Diluted)                         22,056,461             1,000,000
                                      ===================    ==================



         There are no options and warrants outstanding to purchase stock at
         August 31, 2004 and 2003.

NOTE 3 - CONVERTIBLE DEBENTURES PAYABLE
         ------------------------------

         The Company has outstanding convertible debentures at August 31, 2004
         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. These
         debentures are in default and are classified as a current liability.

                                       10
<PAGE>
                            CAPITAL SOLUTIONS I, INC.
                  (FORMERLY VACATION OWNERSHIP MARKETING, INC.)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                   (CONTINUED)
                            AUGUST 31, 2004 AND 2003

NOTE 4 - TEMPORARY EQUITY
         ----------------

         The Company had at August 31, 2003 reflected on its condensed
         consolidated balance sheet a temporary equity account for those
         securities issued that may not have been in compliance with the
         registration provisions of Section 5 and for the issuance of the
         Company's common stock issued above their authorized limit as of August
         31, 2003. All related amounts that were previously included in the
         Company's common stock and additional paid-in capital of the permanent
         stockholders' equity (deficit) section had been reclassified to
         temporary equity as their redemption may not be solely within the
         control of the issuer.

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

         During the quarter ended November 30, 2002, those shares that may not
         have been in compliance with Section 5 of the Securities Act of 1933,
         as amended were reclassified back to permanent stockholders' equity
         (deficit). As of August 31, 2004 there was $-0- in temporary equity.

         On January 21, 2004, in lieu of an annual meeting of the stockholders
         the Company's majority stockholder approved the increase of the
         authorized common stock of the Company to 1,000,000,000 shares. With
         the increasing of the authorized shares, the Company transferred the
         11,110,595 shares in temporary equity to permanent stockholders'
         equity. As of August 31, 2004, there are no amounts in temporary
         equity.

NOTE 5 - STOCKHOLDERS' DEFICIT
         ---------------------

         At August 31, 2004 and 2003, the Company had two classes of stock,
         preferred and common stock, each having a par value of $.0000001. The
         2003 amounts have been retroactively restated.

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

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

                                       11
<PAGE>
                            CAPITAL SOLUTIONS I, INC.
                  (FORMERLY VACATION OWNERSHIP MARKETING, INC.)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                   (CONTINUED)
                            AUGUST 31, 2004 AND 2003

NOTE 5 - STOCKHOLDERS' DEFICIT (CONTINUED)
         ---------------------------------

         COMMON STOCK
         ------------

         On January 21, 2004, in lieu of an annual meeting of the stockholders,
         the Company's majority stockholder approved the increase of the
         authorized common stock of the Company to 1,000,000,000 shares. With
         the increasing of the authorized shares and the passing of time
         statutes, the Company transferred the 11,110,522 shares in temporary
         equity to permanent stockholders' equity. As of August 31, 2004, there
         are no amounts in temporary equity.

         The Company issued 250,000,000 shares of its common stock to its
         officers on August 23, 2004. The Company has independently valued those
         shares at $5,000.

         On May 10, 2004, a 1:50 reverse stock split of the Company's common
         stock became effective. This stock split decreased the issued shares
         from 50,000,000 to 1,222,628. Additionally, the authorized shares of
         common stock increased from 1,000,000,000 to 20,000,000,000. The par
         value was decreased from $.001 to $.0000001 per share.

NOTE 6 - GOING CONCERN
         -------------

         As shown in the accompanying condensed financial statements the Company
         incurred net operating losses for the three months ended August 31,
         2004 and 2003. 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.

NOTE 7 - LITIGATION
         ----------

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


                                       12
<PAGE>
                            CAPITAL SOLUTIONS I, INC.
                  (FORMERLY VACATION OWNERSHIP MARKETING, INC.)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                   (CONTINUED)
                            AUGUST 31, 2004 AND 2003

NOTE 8 - RELATED PARTY TRANSACTIONS
         --------------------------

         The Company from time to time has been advanced amounts either through
         short-term promissory notes, advances, or through the payment of legal
         and professional fees from affiliated companies. As of August 31, 2004,
         the Company has outstanding amounts due its affiliates of $75,116, net.

NOTE 9 - PROVISION FOR INCOME TAXES
         --------------------------

         The Company did not provide for income taxes in the three months ended
         August 31, 2004. Additionally, the Company established a valuation
         allowance equal to the full amount of the deferred tax assets due to
         the uncertainty of the utilization of the operating losses in future
         periods.


         At August 31, 2004, the deferred tax assets consists of the following:

                                                                  2004
                                                            ------------------

         Deferred taxes due to net operating loss
             carryforwards                                          $ 251,685

         Less: Valuation allowance                                   (251,685)
                                                            ------------------

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





















                                       13
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

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

OVERVIEW

         From 1983 until August 29, 2001, Capital Solutions I, Inc. (formerly
Vacation Ownership Marketing, Inc.) (the "COMPANY"), a Delaware corporation, 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 the
                  Company's common stock became effective. Pre-split, there were
                  15 million shares of the Company's common stock issued and
                  outstanding; post-split, there were 750,000 shares of the
                  Company's common stock issued and outstanding.

         o        Effective August 23, 2001, the Company amended its Certificate
                  of Incorporation to increase the number of shares of the
                  Company's 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, VAOW Acquisition Corp., a Delaware
                  corporation ("ACQUISITION CORP.") purchased 492,480 shares
                  (post-split) of the Company's 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 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 its 8%
                  Series A $1,000,000 Senior Subordinated Convertible Redeemable
                  Debentures (the "ACQUISITION CORP. DEBENTURES"). The
                  Acquisition Corp. Debentures were offered pursuant to an
                  exemption from Section 5 of the Securities Act of 1933, as
                  amended (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.'s common stock ("ACQUISITION CORP. COMMON
                  STOCK") from time to time. Thereafter, as contemplated by the
                  stock purchase agreement, and for services rendered,
                  Acquisition Corp. issued 15,000 shares each of the Company's
                  common stock (which it then owned) to Messrs. Porath and
                  Michael Schumacher, and subsequently the Company issued 20,000
                  shares of the Company's common stock to NevWest Securities
                  Corporation.

                                       14
<PAGE>
         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 and 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 the Company's 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 Company's common stock, and Braulio Gutierrez
                  became the owner of 184,994 shares of the Company's 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, Inc.
                  ("ENCORE BUILDERS") and with Encore Builders, to purchase
                  Encore Builders' common stock ("ENCORE BUILDERS COMMON
                  Stock"). Encore Builders 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 $4,550
                  was paid in cash and $465,450 was paid in the form of a
                  promissory demand note.

         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
                  is 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 new
                  debentures (the "VAOM DEBENTURES"), identical to the
                  Acquisition Corp. 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 the Company's
                  common stock. As a result of the conversion, coupled with the
                  decrease in the trading price of the Company's common stock,
                  investors were entitled to more shares of the Company's 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.

                                       15
<PAGE>
         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. 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 compelled the Company to record all possible claims
                  within one year from the date of previous reports as temporary
                  equity, rather than permanent equity. Three years have passed
                  from the initial placement and conversion of the VAOM
                  Debentures. All shares of the Company's common stock were sold
                  by holders of the VAOM Debentures following conversion. This
                  occurred during the period beginning on October 4, 2001 and
                  ending on December 19, 2001. 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 run, it is unlikely that these holders of the
                  Company's 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 the Company's common stock and has a vote equivalent to one
                  share of the Company's common stock. However, because the
                  Company has issued shares of the Company's common stock in
                  excess of the amount authorized, Christopher Astrom may not
                  currently convert the Series A Preferred Stock held by him
                  into the Company's common stock.

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

                                       16
<PAGE>
                  the terms of the escrow agreement, for acts relating to the
                  escrow of the Company's common stock.

         o        On December 22, 2003, the Company filed and mailed to its
                  stockholders an Information Statement on Schedule 14C relating
                  to stockholder approval of the following actions: (i) to elect
                  the Company's directors; (ii) to amend the Company's
                  Certificate of Incorporation to increase the number of
                  authorized shares of the Company's common stock; (iii) to
                  cure, ratify and authorize the issuance of the Company's
                  common stock issued in excess of the Company's authorized
                  amount; (iv) to ratify the assignment of the Encore Builders
                  Common Stock; and (v) to amend and restate the Company's
                  Certificate of Incorporation. The Company's majority
                  stockholder approved these actions and the Company filed an
                  Amended and Restated Certificate of Incorporation with the
                  Delaware Secretary of State on January 22, 2004, increasing
                  the number of shares of common stock authorized from 50
                  million to 1 billion.

         o        On March 29 2004, the Company formed a wholly-owned
                  subsidiary, Capital Solutions I, Inc. ("CAPITAL SOLUTIONS").
                  Subsequent to the filing and mailing of an information
                  statement on Schedule 14C, the Company's majority stockholder
                  approved the merger of Capital Solutions with and into the
                  Company, as described in the information statement. Effective
                  May 10, 2004, the Company's wholly-owned subsidiary, Capital
                  Solutions, was merged with and into the Company, with the
                  Company remaining as the surviving entity. In connection with
                  the merger, the Company amended and restated its certificate
                  of incorporation to be substantially identical to the
                  certificate of incorporation of Capital Solutions then in
                  effect. The certificate of designations relating to the
                  Company's preferred stock remained unchanged and in full force
                  and effect. As a result of the merger, the name of the Company
                  was changed to "Capital Solutions I, Inc." Additionally, the
                  number of shares of common stock the Company is authorized to
                  issue was increased from 1 billion to 20 billion and the
                  number of shares of preferred stock the Company is authorized
                  to issue was increased from 10 million to 200 million. The
                  additional 19 billion shares of common stock became part of
                  the existing class of common stock and, if and when issued,
                  will have the same rights, privileges and preferences as the
                  shares of common stock presently issued outstanding and the
                  additional 190 million shares of preferred stock became part
                  of the existing class of preferred stock and, if and when
                  issued, will have the same rights, privileges and preferences
                  as the shares of common stock presently issued and
                  outstanding. The par value of the shares of common stock and
                  preferred stock the Company is authorized to issue was reduced
                  from $0.001 per share to $0.0000001 per share.

         o        Immediately following the effectiveness of the merger, a 1:50
                  reverse stock split became effective. Immediately before the
                  reverse stock split there were 61,110,595 shares of common
                  stock issued and outstanding. Immediately after the reverse
                  stock split, there were 1,222,628 shares of common stock
                  issued and outstanding.

         o        On July 29, 2004, the Company entered into an Investors
                  Relations Program (the "IR AGREEMENT") with Turner Hughes
                  Corporation ("TURNER") pursuant to which Turner will provide
                  certain investor relations services ("IR SERVICES") to the
                  Company. Pursuant to the IR Agreement, and in consideration
                  for the IR Services to be provided by Turner to the Company,
                  the Company agreed to issue to Turner, a one time fee of 23
                  million newly issued shares of the Company's common stock,
                  $0.0000001 par value per share, bearing restrictive legends.
                  The share numbers described above reflect the 1:50 reverse
                  stock split effected by the Company on May 11, 2004.

                                       17
<PAGE>
         o        On August 24, 2004, the Company issued 150 million and 100
                  million newly issued shares of the Company's common stock,
                  $0.0000001 par value per share, bearing restrictive legends,
                  to Richard Astrom and Christopher Astrom, respectively. The
                  purpose of these issuances of restricted shares was to
                  compensate Richard Astrom and Christopher Astrom for certain
                  services rendered to the Company as officers and directors.

         o        On August 26, 2004, in order to provide the Company with a
                  source of equity financing, the Company entered into a Standby
                  Equity Distribution Agreement (the "SEDA") with Cornell
                  Capital Partners, LP, a Delaware limited partnership
                  ("CORNELL"). Pursuant to the terms of the SEDA, the Company
                  has the right, upon the effectiveness of a registration
                  statement with respect to the resale of the securities issued
                  to Cornell under the SEDA, to receive advances of up to an
                  aggregate amount of $6 million from Connell under an equity
                  line of credit (the "EQUITY LINE OF CREDIT"), and to
                  simultaneously issue shares of Company common stock in lieu of
                  repayment of such advances. The number of shares to be issued
                  to Cornell in connection with each advance will be determined
                  by dividing the amount of each advance by the lowest closing
                  bid price of the common stock of the five trading days after
                  the Company provides Cornell notice requesting such advance. A
                  minimum of seven trading days must pass between each advance
                  notice. Pursuant to the SEDA, the Company agreed to pay
                  Cornell a cash fee equal to 4% of the amount of each advance
                  and issue to Cornell, on the date of execution of the SEDA,
                  newly issued shares of the Company's common stock, $0.0000001
                  par value per share, bearing restrictive legends, as a one
                  time commitment fee. As part of this transaction, on August
                  26, 2004, the Company entered into an Escrow Agreement by and
                  between the Company, Cornell and Butler Gonzalez LLP, (ii) a
                  Registration Rights Agreement by and between the Company and
                  Cornell and (iii) a Placement Agent Agreement by and between
                  the Company, Cornell and Newbridge Securities Corporation.
                  While the foregoing agreements are dated as of August 26,
                  2004, the Company and the other parties to such agreements did
                  not actually exchange executed copies of such agreements until
                  September 13, 2004.

         o        The Company currently functions only as a shell corporation as
                  it has no revenues, significant assets or independent
                  operations. The Company has had no material operating activity
                  during its quarterly period ended August 31, 2004.

RECENT DEVELOPMENTS

         STANDBY EQUITY DISTRIBUTION AGREEMENT

         In order to provide the Company with a source of equity financing, the
Company entered into the SEDA, dated August 26, 2004 with Cornell. Pursuant to
the terms of the SEDA, the Company has the right, upon the effectiveness of a
registration statement with respect to the resale of the securities issued to
Cornell under the SEDA, to receive advances of up to an aggregate amount of $6
million from Connell under the Equity Line of Credit, and to simultaneously
issue shares of common stock in lieu of repayment of such advances. The number
of shares to be issued to Cornell in connection with each advance will be
determined by dividing the amount of each advance by the lowest closing bid
price of the common stock of the five trading days after the Company provides
Cornell notice requesting such advance. A minimum of seven trading days must
pass between each advance notice. In connection with the Equity Line of Credit,
the Company entered into the Escrow Agreement, the Registration Rights Agreement
and the Placement Agent Agreement. While the foregoing agreements are dated as
of August 26, 2004, the Company and the other parties to such agreements did not
actually exchange executed copies of such

                                       18
<PAGE>
agreements until September 13, 2004. As such, the Company did not consider these
agreements to be effective until September 13, 2004.

         Under the SEDA, the Company is prohibited from issuing shares to
Cornell which would cause Cornell to own in excess of 4.99% of the Company's
then-outstanding shares of common stock. The Equity Line of Credit expires on
the earlier to occur of the date on which Cornell shall have paid an aggregate
of $6 million for the shares under the Equity Line of Credit and the date
occurring 24 months after the effective date of the registration statement
registering for resale the shares to be issued pursuant to the SEDA, provided,
that Cornell's obligation to purchase shares under the SEDA may also terminate
on the earlier of (1) the suspension of the effectiveness of such registration
statement for an aggregate of 50 days or (2) the Company's failure to remedy a
material breach of the SEDA within 30 days of receipt of notice of such breach.
Pursuant to the SEDA, the Company agreed to pay Cornell a fee equal to 4% of the
amount of each advance and issued to Cornell, September 17, 2004, 14.5 million
restricted shares of common stock as a one time commitment fee.

         Pursuant to the Placement Agent agreement, the Company engaged
Newbridge, a registered broker-dealer, to act as placement agent in connection
with the Equity Line of Credit. As payment for its services, on September 17,
2004, the Company issued Newbridge 500,000 restricted shares of Company common
stock, with respect to which Newbridge has "piggy-back" registration rights.

         Pursuant to the Registration Rights Agreement, the Company is required
to use its reasonable best efforts to register the shares issued to Cornell
under the SEDA. The Company will not be able to receive advances under the
Equity Line of Credit until the registration statement has been declared
effective.

         Pursuant to the Escrow Agent Agreement, the Company engaged the law
firm of Butler Gonzalez LLP to act as escrow agent to hold shares of common
stock to be purchased by Cornell in connection with each advance under the
Equity Line of Credit. As partial payment for its services, the Company paid
Butler Gonzalez LLP $15,000. The Company has also agreed to pay Butler Gonzalez
LLP an escrow fee of $5,000 per advance under the Equity Line of Credit.

         INVESTOR RELATIONS PROGRAM

         In order to provide the Company with an opportunity for its management
to present its vision for the Company's future and alert potential investors as
to the Company's goals and business developments, the Company entered into the
IR Agreement dated July 29, 2004 with Turner, pursuant to which Turner will
provide IR Services to the Company. Pursuant to the IR Agreement, and in
consideration for the IR Services to be provided by Turner to the Company, on
September 17, 2004, the Company issued to Turner a one time fee of 23 million
restricted shares of the Company's common stock.

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.

                                       19
<PAGE>
         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 the
Company's common stock . The Company has fulfilled its obligations to Braulio
Gutierrez, but Mr. Gutierrez has yet to deliver stock certificates representing
his shares of the Company's common stock . The transfer agent has put a hold on
this the Company's common stock until this matter is resolved. As a result of
the separation of Encore Builders from the Company, other issues may arise. For
example, it is possible that approval from the Company's stockholders was
required in order to assign the Encore Builders Common Stock to Braulio
Gutierrez. If so, the transaction could be challenged by the Company's
stockholders who could seek to undo the transaction and compel the Company to
obtain the assigned Encore Builders Common Stock. It is, however, unclear given
its value whether the Encore Builders Common Stock is worth any legal expense.
If the Company's stockholders did file a derivative suit on behalf of the
Company, the Company would also have to bear the costs of such a suit. Any such
action could have a substantial impact on the Company's liquidity, and as the
Company currently has no revenues, could substantially and negatively impact the
Company's capital resources.

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

OUTLOOK

         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 Securities Exchange Act of 1934, as amended
(the "EXCHANGE ACT"). The Company will not restrict its search to any specific
business, industry, or geographic 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 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

                                       20
<PAGE>
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.

PLAN OF OPERATIONS

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

RECENT ACCOUNTING PRONOUNCEMENTS

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

CRITICAL ACCOUNTING ESTIMATES

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

OFF-BALANCE SHEET TRANSACTIONS

         The Company has no off-balance sheet arrangements and has not entered
into any transactions involving unconsolidated, limited purpose entities.

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

                                       21
<PAGE>
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 July 31, 2003, that includes an
explanatory paragraph stating the Company's lack of revenue generating
activities and substantial operating deficits, among other things, raise
substantial doubt about the Company's ability to continue as a going concern.

         THE COMPANY CURRENTLY HAS NO OPERATIONS

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

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

         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 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 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 the Company's common stock underlying the converted portion of the
VAOM Debentures were sold by the holders of the VAOM Debentures. This series of
transactions was performed in a manner thought to be exempt from the
registration requirements of Section 5 of the Securities Act. However, the
requirements of the exemptions relied on do not appear to have been satisfied.

         Section 13 of the Securities Act provides that no action shall be
maintained for offering or selling securities in violation of Section 5 unless
that action is brought within one year of the date of the violation. Because
actions by the holders of the Company's common stock received upon conversion of
the VAOM Debentures are now likely barred by this statute of limitations, the
Company has reclassified certain amounts from temporary equity to permanent
stockholder equity. Three years have passed from the initial placement of the
VAOM Debentures and the related conversions into the Company's common

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<PAGE>
stock. 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 run, it is unlikely that these holders of the Company's 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 enforcement action by the SEC.

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

         THE COMPANY MAY NOT BE ABLE TO RAISE ADDITIONAL CAPITAL

         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.

         The Company May Be in Default Under the VAOM Debentures It appears that
the Company is or will be in default under the terms of the VAOM Debentures
because, among other things, the Company has no plans to register additional the
Company's common stock to be issued upon conversion of the VAOM Debentures that
are currently outstanding and has no plans to complete the issuance of the VAOM
Debentures. Although debentures matured on August 27, 2003, the Company also
does not plan to pay principal or interest owed thereunder until the Company can
obtain additional funding through the sale of its equity securities. The holders
of the outstanding debentures have been orally apprised of the Company's
determination. Given the foregoing, the Company could face litigation by the
holders of the VAOM Debentures seeking to enforce the Company's obligations
thereunder. As the Company currently has almost no assets, the Company would
have to incur further indebtedness to pay any legal costs resulting from
litigation. This would likely have a substantial negative impact on the
Company's capital resources and would also negatively affect the Company's
liquidity.

OTHER RISKS

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

         The trading price of the Company's common stock has declined
significantly since approximately October 2001. The market for the Company's
common stock is essentially non-existent and there can be no assurance of a
change in the immediate future.

         THE COMPANY MAY BE SUBJECT TO PENNY STOCK REGULATIONS AND REQUIREMENTS
FOR LOW PRICED STOCK

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

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

         The Company's common stock currently trades on the OTC Bulletin Board.
Stocks trading on the OTC Bulletin Board generally attract a smaller number of
market makers and a less active public market and may be subject to significant
volatility. If the Company raises additional capital from the sale of the
Company's common stock, the market price could drop and the ability of investors
to sell the Company's common stock could be diminished. Additionally, should the
Company obtain the approval of its stockholders to increase the authorized
shares of the Company's common stock, the holders of the VAOM Debentures will be
able to convert the VAOM Debentures into common stock, thus further increasing
the number of shares of the Company's common stock outstanding. The issuance of
shares of the Company's common stock upon conversions of the VAOM Debentures may
not only result in a substantial number of shares of the Company's 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 the
Company's common stock.

ITEM 3.  CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

         The Company's Chief Executive Officer and Chief Financial Officer,
Christopher Astrom, has reviewed and evaluated the effectiveness of the
Company's disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) as of the end of the period covered by this quarterly
report on Form 10-QSB. Based on that evaluation, Christopher Astrom determined
that he and Richard Astrom, the Company's only two directors and officers, are
the only individuals involved in the Company's disclosure process. The Company
has no specific procedures in place for processing and assembling information to
be disclosed in the Company's periodic reports. The Company's system is designed
so that information is retained by the Company and relayed to counsel as it
becomes available. The Company currently functions only as a shell corporation
as it has no revenues, significant assets or independent operations and plans to
establish more reliable disclosure controls and procedures before merging or
entering into any other business combination with another company. The Company's
Chief Executive Officer and Chief Financial Officer believes that, as of the end
of the period covered by this report, the Company's disclosure controls and
procedures are effective to ensure that information required to be disclosed by
the Company in the reports that it filed or submits under the Exchange Act is
recorded, processed, summarized and reported, within the required time periods.
Further, the company believes that, given its size, an extensive disclosure
controls and procedures system is not necessary.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

         No changes in the Company's internal control over financial reporting
have come to management's attention during the Company's last fiscal quarter
that have materially affected, or are likely to materially affect, the Company's
internal control over financial reporting.

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<PAGE>
                                     PART II
                                OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

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

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

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

         On August 24, 2004, (the "COMPANY") issued 150 million and 100 million
restricted shares of the Company's common stock, $0.0000001 par value per share
to Richard Astrom and Christopher Astrom, respectively. Among the purposes of
the issuance was to compensate Richard and Christopher Astrom, both directors
and officers of the Company since 2001, for the significant amount of time,
effort and resources they have contributed to the Company with respect to, among
other things, strategic developments of the Company's business model. Other than
reimbursements for attorney fees, since the date of his employment and
appointment to the board of directors of the Company, Richard Astrom has
received no compensation from the Company for his contributions to the Company
and Christopher Astrom has received compensation from the Company for his
contributions to the Company only in the form of one grant of 2.5 million shares
of the Company's preferred stock, which was determined to have a fair market
value of $25,000 at the time of such grant. Other than the services provided to
the Company by Richard and Christopher Astrom, no proceeds were derived by the
Company as a result of these issuances. The Company relied on Section 4(2) of
the Securities Act as an exemption from the registration requirements of Section
5 of the Securities Act, in that these issuances constitute transactions by the
Company not involving any public offering. While the issuance described above
occurred on August 24, 2004, the Company intended for it to occur on September
13, 2004.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         See the discussion in Part I, Item 2 and "RISK FACTORS - Risks Related
to Legal Uncertainties" regarding the Company's determination not to provide the
Company's common stock to the VAOM Debenture holders upon conversion of the VAOM
Debentures, which items are incorporated into this Item 3 by this reference.

ITEM 5.  OTHER INFORMATION

GOING CONCERN

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<PAGE>
         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 - Risks Related to the Company's Financial Condition and
Business Model".

REGISTRATION OF SECURITIES

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

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




















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<PAGE>
ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits:

         EXHIBIT
         NUMBER       DESCRIPTION

         3.1          Amended and Restated Certificate of Incorporation of the
                      Company (previously filed as Appendix A to Definitive
                      Information Statement on Schedule 14C filed April 1,
                      2004).

         3.2          Certificate of Amendment to Certificate of Incorporation
                      of the Company (previously filed as Exhibit 3.2 to the
                      Company's annual report on Form 10-KSB filed September 14,
                      2004).

         3.3          Amended and Restated Bylaws of the Company (previously
                      filed as Exhibit 3.2 to the Company's quarterly report on
                      Form 10-QSB filed January 14, 2004).

         4.1          8% Series A Senior Subordinated Convertible Redeemable
                      Debentures Due August 27, 2003 (previously filed as
                      Exhibit 4.1 to the Company's quarterly report on 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
                      the Company's quarterly report on Form 10-QSB filed on
                      January 18, 2002).

         10.1         Standby Equity Distribution Agreement between the Company
                      and Cornell Capital Partners, LP, dated August 26, 2004.

         10.2         Registration Rights Agreement between the Company and
                      Cornell Capital Partners, LP, dated August 26, 2004.

         10.3         Placement Agent Agreement among the Company, Newbridge
                      Securities Corporation and Cornell Capital Partners, LP,
                      dated August 26, 2004.

         10.4         Escrow Agreement among the Company, and Cornell Capital
                      Partners, LP and Butler Gonzalez LLP, dated August 26,
                      2004.

         10.5         Investor Relations Program between the Company and Turner
                      Hughes Corporation dated July 29, 2004.

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

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

(b) Reports on Form 8-K:

         No reports on Form 8-K were filed with the SEC during the quarter ended
August 31, 2004.

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<PAGE>
                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the Company
has caused this report to be signed by the undersigned, thereunto duly
authorized.


                                                CAPITAL SOLUTIONS I, INC.

         Date:  October 15, 2004
                                                By: /s/ CHRISTOPHER ASTROM

                                                --------------------------------
                                                    Christopher Astrom
                                                    Chief Executive Officer
                                                    Chief Financial Officer











































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