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 FEBRUARY 28, 2005

                                       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)
                        --------------------------------
         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 April 13, 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 February 29, 2005

                                TABLE OF CONTENTS

PART I FINANCIAL INFORMATION................................................  3

         ITEM 1. FINANCIAL STATEMENTS........................................ 3

         ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
                 OPERATION...................................................20

         ITEM 3. CONTROLS AND PROCEDURES.....................................26

PART II OTHER INFORMATION....................................................27

         ITEM 1. LEGAL PROCEEDINGS...........................................27

         ITEM 3. DEFAULTS UPON SENIOR SECURITIES.............................27

         ITEM 5. OTHER INFORMATION...........................................27

         ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K............................28







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.
















                                       2
<PAGE>
                                     PART I
                              FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS






                           CAPITAL SOLUTIONS I, INC.
                  (FORMERLY VACATION OWNERSHIP MARKETING, INC.)

                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                   FOR THE NINE MONTHS ENDED FEBRUARY 28, 2005
                              AND FEBRUARY 29, 2004









































                                       3
<PAGE>
                            CAPITAL SOLUTIONS I, INC.
                  (FORMERLY VACATION OWNERSHIP MARKETING, INC.)

                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                   FOR THE NINE MONTHS ENDED FEBRUARY 28, 2005
                              AND FEBRUARY 29, 2004

              INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
             CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

                                                                           PAGE

     Condensed Consolidated Balance Sheet as of February 28, 2005
        - (Unaudited)                                                         5

     Condensed Consolidated Statements of Operations for the Nine and
       Three Months Ended February 28, 2005 and February 29, 2004             6

     Condensed Consolidated Statement of Changes in Stockholders' Equity      7
       (Deficit) for the Nine Months Ended February 28, 2005 and
       February 29, 2004

     Condensed Consolidated Statements of Cash Flows for the Nine Months      8
       Ended February 28, 2005 and February 29, 2004

      Condensed Consolidated Statement of Changes in Temporary Equity         9
       for the Nine Months Ended February 28, 2005 and
       February 29, 2004

     Notes to Condensed Consolidated Financial Statements                 10-19



























                                       4
<PAGE>
                            CAPITAL SOLUTIONS I, INC.
                      (FORMERLY VACATION OWNERSHIP MARKETING, INC.)
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                FEBRUARY 28, 2005
                                   (UNAUDITED)

    ASSET

                                                             2005
                                                             ------------
CURRENT ASSET
   Cash and cash equivalents                                        $ 41
                                                             ------------

TOTAL ASSET                                                         $ 41
                                                             ============


        LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS'
EQUITY (DEFICIT)


CURRENT LIABILITIES
   Accounts payable and accrued expenses                       $ 161,685
   Debentures payable                                            400,202
   Short-term notes and advances payable                          80,116
                                                             ------------

               TOTAL LIABILITIES                                 642,003
                                                             ------------

TEMPORARY EQUITY                                                       -
                                                             ------------

 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 289,222,628 shares issued and outstanding         29
   Additional paid-in capital                                    276,385
   Accumulated deficit                                          (918,376)
                                                             ------------

               TOTAL STOCKHOLDERS' EQUITY (DEFICIT)             (641,962)
                                                             ------------

TOTAL LIABILITIES, TEMPORARY EQUITY AND
    STOCKHOLDERS' EQUITY (DEFICIT)                                  $ 41
                                                             ============









                                       5
<PAGE>
<TABLE>
<CAPTION>
                            CAPITAL SOLUTIONS I, INC.
                  (FORMERLY VACATION OWNERSHIP MARKETING, INC.)
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                      FOR THE NINE MONTHS AND THREE MONTHS
                 ENDED FEBRUARY 28, 2005 AND FEBRUARY 29, 2004

                                                    NINE MONTHS ENDED               THREE MONTHS ENDED
                                               FEBRUARY 28,   FEBRUARY 29,     FEBRUARY 28,   FEBRUARY 29,
                                                   2005           2004             2005          2004
                                               ------------   ------------     ------------   ------------
<S>                                            <C>            <C>              <C>            <C>
OPERATING REVENUES
  Revenue                                              $ -            $ -              $ -            $ -

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

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

OPERATING EXPENSES
   Professional fees                                50,000          7,615                -          7,435
   Accounting and audit fees                         5,000         10,500                -          3,500
   Equipment rental                                    793              -                -              -
   Payroll expenses                                    758              -                -              -
   Stock transfer fees                               3,317          1,110              150            885
   Administrative and Other                            909          1,444               39          1,371
   Investment expense                                7,600              -            7,600              -
                                               ------------   ------------     ------------   ------------
       TOTAL OPERATING EXPENSES                     68,377         20,669            7,789         13,191
                                               ------------   ------------     ------------   ------------

LOSS BEFORE OTHER (EXPENSE)                        (68,377)       (20,669)          (7,789)       (13,191)

OTHER (EXPENSE)
   Interest expense                                (24,012)       (24,012)          (8,004)        (8,004)
                                               ------------   ------------     ------------   ------------
       TOTAL OTHER (EXPENSE)                       (24,012)       (24,012)          (8,004)        (8,004)
                                               ------------   ------------     ------------   ------------

NET LOSS BEFORE PROVISION FOR INCOME TAXES         (92,389)       (44,681)         (15,793)       (21,195)
PROVISION FOR INCOME TAXES                               -              -                -              -
                                               ------------   ------------     ------------   ------------

NET LOSS APPLICABLE TO COMMON SHARES             $ (92,389)     $ (44,681)       $ (15,793)     $ (21,195)
                                               ============   ============     ============   ============

NET LOSS PER BASIC AND DILUTED SHARES           $ (0.00049)    $ (0.00073)      $ (0.00005)    $ (0.00035)
                                               ============   ============     ============   ============

WEIGHTED AVERAGE NUMBER OF COMMON
    SHARES OUTSTANDING                         186,827,024     61,110,595      289,222,628     61,110,595
                                               ============   ============     ============   ============
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
                                       6
<PAGE>
<TABLE>
<CAPTION>
                            CAPITAL SOLUTIONS I, INC.
                  (FORMERLY VACATION OWNERSHIP MARKETING, INC.)
       STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (UNAUDITED)
        FOR THE NINE MONTHS ENDED FEBRUARY 28, 2005 AND FEBRUARY 29, 2004


                                                                                     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 nine months ended
    February 29, 2004                           -        -             -         -           -      (23,487)      (23,487)
                                        ---------  -------   -----------  --------  -----------   ----------   -----------

BALANCE, FEBRUARY 29, 2004              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 to officers          -        -   250,000,000        25      49,975            -        50,000

  Issuance of common stock to investors                       38,000,000         4       7,596                      7,600

  Net loss for the nine months ended
    February 28, 2005                           -        -             -         -           -      (92,389)      (92,389)
                                        ---------  -------   -----------  --------  -----------   ----------   -----------

BALANCE, FEBRUARY 28, 2005                 50,000      $ -   289,222,628      $ 29   $ 276,385    $(918,376)   $ (641,962)
                                        =========  =======   ===========  ========  ===========   ==========   ===========
</TABLE>


















                                       7
<PAGE>
<TABLE>
<CAPTION>
                            CAPITAL SOLUTIONS I, INC.
                  (FORMERLY VACATION OWNERSHIP MARKETING, INC.)
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
        FOR THE NINE MONTHS ENDED FEBRUARY 28, 2005 AND FEBRUARY 29, 2004



                                                                                      2005              2004
                                                                                 ----------------  ---------------
<S>                                                                              <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                                                            $ (92,389)       $ (44,681)
                                                                                 ----------------  ---------------

ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH
     PROVIDED BY OPERATING ACTIVITIES:
     Common stock issued to officers                                                      50,000                -
     Common stock issued to investors                                                      7,600

CHANGES IN ASSETS AND LIABILITIES:
     Increase in accounts payable and accrued expenses                                    19,013           34,512
                                                                                 ----------------  ---------------
             TOTAL ADJUSTMENTS                                                            76,613           34,512
                                                                                 ----------------  ---------------

             NET CASH (USED IN) OPERATING ACTIVITIES                                     (15,776)         (10,169)
                                                                                 ----------------  ---------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Net proceeds from short-term notes payable and advances                                (8,405)          10,950
                                                                                 ----------------  ---------------

             NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES                          (8,405)          10,950
                                                                                 ----------------  ---------------

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                                     (24,181)             781

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

CASH AND CASH EQUIVALENTS - END OF PERIOD                                                   $ 41          $ 1,426
                                                                                 ================  ===============


SUPPLEMENTAL DISCLOSURE OF NONCASH INFORMATION

    Short-term notes converted to equity                                                     $ -         $ 36,285
                                                                                 ================  ===============

    Common stock issued to officers                                                     $ 50,000              $ -
                                                                                 ================  ===============

    Common stock issued to investors                                                     $ 7,600              $ -
                                                                                 ================  ===============
</TABLE>

                                       8
<PAGE>
<TABLE>
<CAPTION>
                            CAPITAL SOLUTIONS I, INC.
                  (FORMERLY VACATION OWNERSHIP MARKETING, INC.)
   CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN TEMPORARY EQUITY (UNAUDITED)
        FOR THE NINE MONTHS ENDED FEBRUARY 28, 2005 AND FEBRUARY 29, 2004


                                                                                     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

Reclassification of shares to
permanent stockholders' equity
(deficit)                                     -             (11,110,595)   (11,111)    (11,529)     (22,640)
                                       ---------  -------   ------------  ---------  -----------   -----------

BALANCE, FEBRUARY 29, 2004                    -      $ -              -                $ -           $ -
                                       =========  =======   ============  =========  ===========   ===========


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

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

BALANCE, FEBRUARY 28, 2005                    -      $ -              -                $ -           $ -
                                       =========  =======   ============  =========  ===========   ===========

</TABLE>





















                                       9
<PAGE>
                            CAPITAL SOLUTIONS I, INC.
                  (FORMERLY VACATION OWNERSHIP MARKETING, INC.)
         NOTES TO CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS (UNAUDITED)
                     FEBRUARY 28, 2005 AND FEBRUARY 29, 2004


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 consolidated financial
                  statements be read in conjunction with the May 31, 2004
                  audited condensed consolidated financial statements and the
                  accompanying notes thereto. While management believes the
                  procedures followed in preparing these condensed consolidated
                  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) 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.










                                       10
<PAGE>
                            CAPITAL SOLUTIONS I, INC.
                  (FORMERLY VACATION OWNERSHIP MARKETING, INC.)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
               FEBRUARY 28, 2005 AND FEBRUARY 29, 2004 (CONTINUED)


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

                  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.

                  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 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 2005 and
                  2004 include the accounts of the Company and all its wholly
                  owned subsidiaries. All significant intercompany accounts and
                  transactions have been eliminated in consolidation.





                                       11
<PAGE>
                            CAPITAL SOLUTIONS I, INC.
                  (FORMERLY VACATION OWNERSHIP MARKETING, INC.)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
               FEBRUARY 28, 2005 AND FEBRUARY 29, 2004 (CONTINUED)

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

                  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.

                  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.



















                                       12
<PAGE>
                            CAPITAL SOLUTIONS I, INC.
                  (FORMERLY VACATION OWNERSHIP MARKETING, INC.)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
               FEBRUARY 28, 2005 AND FEBRUARY 29, 2004 (CONTINUED)


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

                  REVENUE AND COST RECOGNITION
                  ----------------------------

                  The Company had no revenues for the nine months ended February
                  28, 2005 and February 29, 2004.

                  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 consolidated
                  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.















                                       13
<PAGE>
                            CAPITAL SOLUTIONS I, INC.
                  (FORMERLY VACATION OWNERSHIP MARKETING, INC.)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
               FEBRUARY 28, 2005 AND FEBRUARY 29, 2004 (CONTINUED)


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

                  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.
























                                    14
<PAGE>
                            CAPITAL SOLUTIONS I, INC.
                  (FORMERLY VACATION OWNERSHIP MARKETING, INC.)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
               FEBRUARY 28, 2005 AND FEBRUARY 29, 2004 (CONTINUED)


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

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

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

                                                  FEBRUARY 28,    FEBRUARY 29,
                                                      2005            2004
                                                  ------------    ------------
                  Net loss                          $ (92,389)      $ (44,681)

                  Weighted-average common shares
                  Outstanding (Basic)             186,827,024      61,110,595

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

                  Weighted-average common shares
                  Outstanding (Diluted)           186,827,024      61,110,595
                                                  ============    ============



                  There are no options and warrants outstanding to purchase
                  stock at February 28, 2005 and February 29, 2004.

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

                  The Company has outstanding convertible debentures at February
                  28, 2005 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, 2005. The debentures are
                  convertible at the investors' discretion pursuant to the
                  convertible debenture agreement. (See Note 1)











                                       15
<PAGE>
                            CAPITAL SOLUTIONS I, INC.
                  (FORMERLY VACATION OWNERSHIP MARKETING, INC.)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
               FEBRUARY 28, 2005 AND FEBRUARY 29, 2004 (CONTINUED)


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 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, the 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 February 28,
                  2005, there are no amounts in temporary equity.









                                       16
<PAGE>
                            CAPITAL SOLUTIONS I, INC.
                  (FORMERLY VACATION OWNERSHIP MARKETING, INC.)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
               FEBRUARY 28, 2005 AND FEBRUARY 29, 2004 (CONTINUED)

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

                  At February 28, 2005 and February 29, 2004, 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
                  ------------

                  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.

                  The Company issued 38,000,000 shares of its common stock to
                  investors during 2004. The Company has independently valued
                  those shares at $7,600.

                  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.

                  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 February 28, 2005, there
                  are no shares held in temporary equity.


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

                  During the year ended February 28, 2005, the Company had
                  received a total of $80,116 either in the form of short-term
                  non-interest bearing promissory notes, cash advances from
                  affiliated companies, or payments by affiliated companies for
                  legal and professional fees.



                                       17
<PAGE>
                            CAPITAL SOLUTIONS I, INC.
                  (FORMERLY VACATION OWNERSHIP MARKETING, INC.)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
               FEBRUARY 28, 2005 AND FEBRUARY 29, 2004 (CONTINUED)


NOTE 7-           GOING CONCERN
                  -------------

                  As shown in the accompanying condensed consolidated financial
                  statements the Company incurred net operating losses for the
                  nine months ended February 28, 2005 and February 29, 2004. 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 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 February 28, 2005, the
                  Company has outstanding amounts due its affiliates of $80,116.













                                       18
<PAGE>
                            CAPITAL SOLUTIONS I, INC.
                  (FORMERLY VACATION OWNERSHIP MARKETING, INC.)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
               FEBRUARY 28, 2005 AND FEBRUARY 29, 2004 (CONTINUED)


NOTE 10-          PROVISION FOR INCOME TAXES
                  --------------------------

                  The Company did not provide for income taxes in the nine
                  months ended February 28, 2005. 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 future periods.

                  At February 28, 2005, the deferred tax assets consists of the
                  following:

                                                                        2005
                                                                     ----------
                        Deferred taxes due to net operating loss
                        carryforwards                                $ 321,432

                        Less:  Valuation allowance                    (321,432)
                                                                     ----------

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































                                       19
<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

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.

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 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.

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.

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.

                                       20
<PAGE>
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. 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.

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 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.

                                       21
<PAGE>
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.

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. Although the Company has and
continues to engage in discussions with potential acquisition candidates, it has
not reached any agreements as to an acquisition.

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


                                       22
<PAGE>
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 additional capital unless and until it comes
into compliance with Delaware state law and Section 5 of the Securities Act.

                                       23
<PAGE>
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 no current operations.

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.


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.


In September 2001 the Company re-issued debentures to certain accredited
investors evidenced which had previously been issued to the Company's
predecessor. The debt is evidenced by 8% Series A $1,000,000 Senior Subordinated
Convertible Redeemable Debentures ("VAOM Debentures"). 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 shares of 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 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.

                                       24
<PAGE>
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.

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


                                       25
<PAGE>
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 tock 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.



                                       26
<PAGE>
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, and its properties are not the subject of, any
material pending legal proceeding nor to the knowledge of the Company, are any
such legal proceedings threatened against the Company.

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

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


                                       27
<PAGE>
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.

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 State- ment on Schedule 14C filed
April 1, 2004).

3.2 Certificate of Amendment to Certificate of Incorporation of the Com pany
(previously filed as Exhibit 3.2 to the Company's annual re port 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 Deben tures 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 No vember 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.



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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:  April 13, 2005

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








































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