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 NOVEMBER 30, 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 Identification Number)
      of Incorporation)

                            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)

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












<PAGE>
         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  January  18,  2005,  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 NOVEMBER 30, 2004

                                TABLE OF CONTENTS

PART I FINANCIAL INFORMATION...................................................1

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

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

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

PART II OTHER INFORMATION.....................................................24

         ITEM 1. LEGAL PROCEEDINGS............................................24

         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.............................26







         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.


















<PAGE>
                                     PART I
                              FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                            CAPITAL SOLUTIONS I, INC.
                  (FORMERLY VACATION OWNERSHIP MARKETING, INC.)
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                NOVEMBER 30, 2004
                                   (UNAUDITED)

                                      ASSET


CURRENT ASSET
     Cash and cash equivalents                                     $      230

TOTAL ASSET                                                        $      230
                                                                  =============

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
     Accounts payable and accrued expenses                         $  153,681
     Debentures payable                                               400,202
     Short-term notes and advances payable - net                       80,116
                                                                  -------------

                  TOTAL LIABILITIES                                   633,999
                                                                  -------------

STOCKHOLDERS' EQUITY (DEFICIT)
     Preferred stock, $.0000001 par value, 200,000,000
     shares authorized, 50,000 shares issued and outstanding
     Common  stock, $.0000001 par value, 20,000,000,000 shares
       authorized and 251,222,628 shares issued and outstanding            25
     Additional paid-in capital                                       268,789
     Accumulated deficit                                             (902,583)
                                                                  -------------

                  TOTAL STOCKHOLDERS' EQUITY (DEFICIT)               (633,769)
                                                                  -------------

TOTAL LIABILITIES AND
     STOCKHOLDERS' EQUITY (DEFICIT)                                $      230
                                                                  =============










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

                                        1
<PAGE>
                            CAPITAL SOLUTIONS I, INC.
                  (FORMERLY VACATION OWNERSHIP MARKETING, INC.)
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
      FOR THE SIX MONTHS AND THREE MONTHS ENDED NOVEMBER 30, 2004 AND 2003

<TABLE>
<CAPTION>
                                                       SIX MONTHS ENDED                  THREE MONTHS ENDED
                                                NOVEMBER 30,      NOVEMBER 30,       NOVEMBER 30,      NOVEMBER 30,
                                                    2004              2003               2004              2003
                                              ----------------  ----------------   ----------------  ----------------

<S>                                            <C>               <C>                 <C>               <C>
OPERATING REVENUES
   Revenue                                     $            -    $            -     $            -    $            -

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

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

OPERATING EXPENSES
   Professional fees                                   50,000               180              5,000                 -
   Accounting and audit fees                            5,000             7,000                  -             3,500
   Equipment rental                                       793                 -                  -                 -
   Payroll expenses                                       758                 -                  -                 -
   Stock transfer fees                                  3,167               225                188                75
   Administrative and Other                               870                74                441                37
                                              ----------------  ----------------   ----------------  ----------------
       TOTAL OPERATING EXPENSES                        60,588             7,479              5,629             3,612

LOSS BEFORE OTHER (EXPENSE)                           (60,588)           (7,479)            (5,629)           (3,612)

OTHER (EXPENSE)
   Interest expense                                   (16,008)          (16,008)            (8,004)           (8,004)
                                              ----------------  ----------------   ----------------  ----------------
     TOTAL OTHER (EXPENSE)                            (16,008)          (16,008)            (8,004)           (8,004)
                                              ----------------  ----------------   ----------------  ----------------

NET LOSS BEFORE PROVISION
   FOR INCOME TAXES                            $      (76,596)   $      (23,487)    $      (13,633)   $      (11,616)
PROVISION FOR INCOME TAXES                                  -                 -                  -                 -
                                              ----------------  ----------------   ----------------  ----------------

NET LOSS APPLICABLE TO
   COMMON SHARES                               $      (76,596)   $      (23,487)    $      (13,633)   $      (11,616)
                                              ----------------  ----------------   ----------------  ----------------

NET LOSS PER BASIC AND
   DILUTED SHARES                              $      (0.0012)   $      (0.0235)    $      (0.0001)   $      (0.0116)
                                              ----------------  ----------------   ----------------  ----------------

WEIGHTED AVERAGE NUMBER
   OF COMMON SHARES OUTSTANDING                    63,305,657         1,000,000        251,222,628         1,000,000
                                              ================  ================   ================  ================
</TABLE>
   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 STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                              (DEFICIT) (UNAUDITED)
               FOR THE SIX MONTHS ENDED NOVEMBER 30, 2004 AND 2003

<TABLE>
<CAPTION>
                                                                                                        ADDITIONAL
                                                     PREFERRED STOCK           COMMON STOCK         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)

   Reclassification of short-term notes to equity         -         -             -          -      36,285            -      36,285

   Net loss for the six months ended
     November 30, 2003                                    -         -             -          -           -      (23,487)    (23,487)
                                                 ----------- --------- ------------- ---------- ----------- ------------ -----------
BALANCE, NOVEMBER 30, 2003                        2,500,000   $ 2,500    50,000,000   $ 50,000   $ 143,674   $ (776,119)  $(579,945)
                                                 =========== ========= ============= ========== =========== ============ ===========
BALANCE, MAY 31, 2004                                50,000   $     -     1,222,628          -     218,814     (825,987)   (607,173)

   Issuance of common stock - officers                    -         -   250,000,000         25      49,975            -      50,000

   Net loss for the six months ended
     November 30, 2004                                    -         -             -          -           -      (76,596)    (76,596)
                                                 ----------- --------- ------------- ---------- ----------- ------------ -----------
BALANCE, NOVEMBER 30, 2004                           50,000   $     -   251,222,628   $     25   $ 268,789   $ (902,583)  $(633,769)
                                                 =========== ========= ============= ========== =========== ============ ===========
</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.)
   CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN TEMPORARY EQUITY (UNAUDITED)
               FOR THE SIX MONTHS ENDED NOVEMBER 30, 2004 AND 2003

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

   Activity                                  -            -            -            -             -           -
                                    ------------ ------------ ------------ ------------ ------------- -----------
BALANCE, NOVEMBER 30, 2003                   -    $       -    11,110,595   $   11,111   $    11,529   $  22,640
                                    ============ ============ ============ ============ ============= ===========
BALANCE, MAY 31, 2004                        -    $       -            -    $       -    $        -    $      -

   Activity                                  -            -            -            -             -           -
                                    ------------ ------------ ------------ ------------ ------------- -----------
BALANCE, NOVEMBER 30, 2004                   -    $       -            -    $       -    $        -    $      -
                                    ------------ ------------ ------------ ------------ ------------- -----------
</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.)
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
               FOR THE SIX MONTHS ENDED NOVEMBER 30, 2004 AND 2003


<TABLE>
<CAPTION>
                                                                                           2004             2003
                                                                                       ------------     ------------
<S>                                                                                     <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES                                                    $  (76,596)      $  (23,487)
   Net loss

ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH PROVIDED BY OPERATING ACTIVITIES:
   Issuance of common stock - officers                                                      50,000               -

CHANGES IN ASSETS AND LIABILITIES:
   Increase in accounts payable and accrued expenses                                        11,008           23,008
                                                                                       ------------     ------------
         TOTAL ADJUSTMENTS                                                                  61,008           23,008
                                                                                       ------------     ------------

         NET CASH USED IN OPERATING ACTIVITIES                                             (15,588)            (479)
                                                                                       ------------     ------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds (payments) from short-term notes payable and advances - net                     (8,404)             450
                                                                                       ------------     ------------

         NET CASH USED IN FINANCING ACTIVITIES                                              (8,404)             450
                                                                                       ------------     ------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                       (23,992)             (29)

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

CASH AND CASH EQUIVALENTS - END OF PERIOD                                               $      230       $      616
                                                                                       ------------     ------------


SUPPLEMENTAL DISCLOSURE OF NONCASH INFORMATION

   SHORT-TERM NOTES CONVERTED INTO EQUITY                                               $       -        $   36,285
                                                                                       ============     ============

   ISSUANCE OF COMMON STOCK - OFFICERS                                                  $   50,000       $       -
                                                                                       ============     ============
</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.)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                           NOVEMBER 30, 2004 AND 2003

NOTE 1 - ORGANIZATION

         The  condensed  consolidated  unaudited  interim  financial  statements
         included  herein have been  prepared by Capital  Solutions I, 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 is 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 it 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.









                                        6
<PAGE>
                            CAPITAL SOLUTIONS I, INC.
                  (FORMERLY VACATION OWNERSHIP MARKETING, INC.)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                   (CONTINUED)
                           NOVEMBER 30, 2004 AND 2003

         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 amended 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

         PRINCIPALS 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.







                                        7
<PAGE>
                            CAPITAL SOLUTIONS I, INC.
                  (FORMERLY VACATION OWNERSHIP MARKETING, INC.)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                   (CONTINUED)
                           NOVEMBER 30, 2004 AND 2003

         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.

         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 six months ended  November 30, 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.

         As stated,  the Company has no revenues for these periods,  and pending
         any future acquisitions, may result in changes to this policy.

         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 carry forward 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.









                                        8
<PAGE>
                            CAPITAL SOLUTIONS I, INC.
                  (FORMERLY VACATION OWNERSHIP MARKETING, INC.)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                   (CONTINUED)
                           NOVEMBER 30, 2004 AND 2003

         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.

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

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


                                           NOVEMBER 30,          NOVEMBER 30,
                                               2004                 2003
                                        ------------------    ------------------
Net loss                                  $       (76,596)      $       (23,487)

Weighted-average common shares                 63,305,657             1,000,000
Outstanding (Basic)

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

Weighted-average common shares
Outstanding (Diluted)                          63,305,657             1,000,000
                                        ==================    ==================

         There are no options and  warrants  outstanding  to  purchase  stock at
         November 30, 2004 and 2003.






                                        9
<PAGE>
                            CAPITAL SOLUTIONS I, INC.
                  (FORMERLY VACATION OWNERSHIP MARKETING, INC.)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                   (CONTINUED)
                           NOVEMBER 30, 2004 AND 2003

NOTE 3 - CONVERTIBLE DEBENTURES PAYABLE

         The Company has outstanding convertible debentures at November 30, 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.  (See Note
         1).

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 the Company's  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 November  30,  2004 there was no amount in  temporary
         equity.

         On January 21, 2004, in lieu of an annual meeting of the  stockholders,
         the  Company  majority   stockholders  approved  the  increase  of  the
         authorized  common stock of the Company to 1,000,000,000  shares.  With
         the  increasing   authorized  shares,   the  Company   transferred  the
         11,110,595  shares  in  temporary  equity  to  permanent  stockholders'
         equity.  As of November  30,  2004,  there are no amounts in  temporary
         equity.





                                       10
<PAGE>
                            CAPITAL SOLUTIONS I, INC.
                  (FORMERLY VACATION OWNERSHIP MARKETING, INC.)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                   (CONTINUED)
                           NOVEMBER 30, 2004 AND 2003

NOTE 5 - STOCKHOLDERS' DEFICIT

         At November  30,  2004 and 2003,  the Company had two classes of stock,
         preferred and common stock, each having a par value of $.0000001.

         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.

         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.  As a
         result,  the Company  transferred  the  11,110,522  shares in temporary
         equity to  permanent  stockholders'  equity.  As of November  30, 2004,
         there are no shares held 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 $50,000.

         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 of the  Company's  capital  stock  was  decreased  from  $.001 to
         $.0000001 per share.

NOTE 6 - SHORT-TERM NOTES PAYABLE AND ADVANCES -NET

         During the period ended  November 30, 2004,  the Company had received a
         total of  $80,116  either in the form of  short-term  promissory  notes
         non-interest  bearing at, or though advances from affiliated  companies
         either in the form of cash or through the affiliated  companies payment
         of legal and professional fees on behalf of the Company.

NOTE 7 - GOING CONCERN

         As shown in the accompanying condensed financial statements the Company
         incurred net  operating  losses for the six months  ended  November 30,
         2004 and 2003. The Company has no revenues to support itself.







                                       11
<PAGE>
                            CAPITAL SOLUTIONS I, INC.
                  (FORMERLY VACATION OWNERSHIP MARKETING, INC.)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                   (CONTINUED)
                           NOVEMBER 30, 2004 AND 2003

         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 8 - CONTINGENCY / 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,  persons  holding  judgments  did not  re-certify  or
         re-file their  judgments  within the time limits as required by Florida
         statues.  Management  is not able to determine  whether the above would
         have a material impact on its consolidated financial statements.

NOTE 9 - RELATED PARTY TRANSACTIONS

         As discussed in Note 6, 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 November 30, 2004, the Company has outstanding amounts
         due its affiliates of $80,116.

         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 $50,000.

NOTE 10 - PROVISION FOR INCOME TAXES

         The Company did not  provide for income  taxes in the six months  ended
         November 30, 2004.  Additionally,  the Company  established a valuation
         allowance equal to the full amount of the deferred tax asset due to the
         uncertainty of the  utilization  of the operating  losses in the future
         periods.

         At November 30, 2004, the deferred tax assets consist of the following:


                                                              2004
                                                        -----------------
       Deferred taxes due to net operating loss          $       270,275
            carryforwards

       Less:  Valuation allowance                               (270,275)
                                                        -----------------

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



                                       12
<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

     o   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.












                                       13
<PAGE>
     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.

     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








                                       14
<PAGE>
         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.

     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.










                                       15
<PAGE>
     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 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







                                       16
<PAGE>
         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.

     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






                                       17
<PAGE>
         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.  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 Company has neither filed a registration statement to
         register  the resale of  securities  issued to Cornell  pursuant to the
         Equity  Line of  Credit,  nor has it issued  any  additional  shares to
         Cornell pursuant to the SEDA.

     o   The Company entered into an Investors  Relations ("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.

     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.

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






                                       18
<PAGE>
damages  payable  by Encore  Builders  to  Conquistador  Plaza in the  amount of
$1,395.50 per day for each day after October 29, 2001,  that the project was not
completed.

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

         As the Company had purchased  all the issued shares of Encore  Builders
Common Stock but had not purchased the balance of the  authorized  capital stock
of Encore Builders, and in light of the dispute regarding construction delays on
the  construction  project,  the Company and Encore Builders decided to separate
the businesses. On March 20, 2002, Braulio Gutierrez, who was then President and
a director of the Company,  and Braulio Gutierrez's sister,  Patricia Gutierrez,
who was then Vice President,  Treasurer and a director of the Company,  resigned
from the Company.  Christopher Astrom, a principal stockholder and a director of
the Company, replaced Braulio Gutierrez as President.  Subsequently, the Company
assigned to Braulio Gutierrez the Company's Encore Builders Common Stock. It was
anticipated that Braulio Gutierrez would assign to the Company his shares of 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.  On August 26, 2003, the
parties  stipulated  for a full  settlement  of all claims that existed  amongst
them.  As part of the  settlement,  $55,000  was to be paid for the  benefit  of
Encore Builders and $50,000 was to be paid to Mountbatten Surety Company, Inc.


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,


                                       19
<PAGE>
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 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.







                                       20
<PAGE>
RISK FACTORS

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

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

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

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

         THE COMPANY HAS RECEIVED A GOING CONCERN OPINION FROM ITS AUDITORS

         The Company's  consolidated  financial statements have been prepared on
the assumption that the Company will continue as a going concern.  The Company's
independent auditors have issued a report 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,









                                       21
<PAGE>
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 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 the debentures matured on August 27, 2003, the Company does
not plan to pay  principal  or interest  owed  thereunder  until





                                       22
<PAGE>
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.

         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.





                                       23
<PAGE>
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.

                                     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.

         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.  Reference is made to certain legal risks in
"RISK FACTORS - Risks Related to Legal Uncertainties."










                                       24
<PAGE>
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

         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.






                                       25
<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).

              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:

         A current  report on Form 8-K was filed with the SEC on  September  17,
2004,  reporting (i) the entry into the SEDA and the documents ancillary thereto
and (ii) the issuance by the Company to Richard and Christopher Astrom of shares
of the Company's common stock.















                                       26
<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:  January 19, 2005

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