<PAGE>
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                   FORM 10-QSB

                QUARTERLY REPORT ISSUED UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended November 30, 2001


                       VACATION OWNERSHIP MARKETING, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         Delaware                        13-2648442                000-09879
--------------------------------------------------------------------------------

(State or other jurisdiction         (IRS Employer               Commission File
of Incorporation)                    Identification Number)      Number

                    2921 NW 6th Avenue, Miami, Florida 33127
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

Registrant's telephone number, including area code: (305) 573-8882

Indicate by check mark whether the registrant (1) has filed all documents and
reports required to be filed by Section 13 or 15 (d) of the Securities and
Exchange Act of 1934 during the preceding 12 months (or 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 [ ]

               APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS

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

                  Yes [ ]           No [ ]

                         APPLICABLE TO CORPORATE ISSUERS

As of January 17, 2002, 61,110,595 shares of the Registrant's common stock, par
value $.001 per share, were outstanding.


<PAGE>



                       VACATION OWNERSHIP MARKETING, INC.

                                     INDEX

PART I.   FINANCIAL INFORMATION

Item 1.   Condensed Consolidated Financial Statements (Unaudited)

          Condensed Consolidated Balance Sheets
               November 30, 2001 and 2000................................  3

          Statements of Operations For the Six
               Months Ended November 30, 2001 and 2000...................  4

          Statements of Cash Flows For the Six
               Months Ended November 30, 2001 and 2000...................  5

          Notes to Condensed Consolidated Financial Statements...........  6

Item 2.   Management's  Discussion and Analysis  or Plan of
               Operation................................................. 12


PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings.............................................. 18

Item 2.   Changes in Securities and Use of Proceeds...................... 18

Item 3.   Defaults Upon Senior Securities................................ 19

Item 4.   Submission of Matters to a Vote of Security Holders............ 19

Item 5.   Other Information.............................................. 19

Item 6.   Exhibits and Reports on Form 8-K............................... 20




                                       2
<PAGE>
PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS



                 VACATION OWNERSHIP MARKETING, INC.
                          AND SUBSIDIARIES

                CONDENSED CONSOLIDATED BALANCE SHEETS
                             (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                   NOVEMBER 30,   NOVEMBER 30,
                                                                                      2001            2000
                                                                                   -----------    -----------
<S>                                                                                <C>            <C>
                               ASSETS

CURRENT ASSETS
   Cash and cash equivalents ...................................................   $        --    $       308
   Accounts receivable .........................................................       331,949             --
   Loan receivable .............................................................       115,056             --
   Debentures receivable .......................................................       424,950
                                                                                   -----------    -----------
TOTAL ASSETS ...................................................................   $   871,955    $       308
                                                                                   ===========    ===========


           LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
   Notes and loans payable .....................................................   $    22,820    $        --
   Accounts payable and accrued expenses .......................................        89,597            575
   Debentures payable ..........................................................       805,013             --
                                                                                   -----------    -----------
          TOTAL CURRENT LIABILITIES ............................................       917,430            575
                                                                                   -----------    -----------

STOCKHOLDERS' EQUITY (DEFICIT)
   Preferred stock, $.001 par value, 10,000,000 and 1,000,000 shares authorized,
     0 and 0 shares issued and outstanding at November 30, 2001 and 2000 .......            --             --

   Common stock, $.001 par value, 50,000,000 and 15,000,000
   (pre split and 750,000 post split), and 34,510,595 and
     15,000,000 (pre split and 750,000 post split) issued and
    outstanding at November 30, 2001 and 2000 ..................................        34,511          1,500

   Additional paid-in capital ..................................................     2,191,540      2,165,988

   Accumulated deficit .........................................................    (2,271,526)    (2,167,755)
                                                                                   -----------    -----------
          TOTAL STOCKHOLDERS' EQUITY (DEFICIT) .................................       (45,475)          (267)
                                                                                   -----------    -----------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) ...............................................................   $   871,955    $       308
                                                                                   ===========    ===========
</TABLE>


     The accompanying notes are an integral part of the financial statements


                                       3
<PAGE>
                       VACATION OWNERSHIP MARKETING, INC.
                                AND SUBSIDIARIES

          CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
      FOR THE SIX MONTHS AND THREE MONTHS ENDED NOVEMBER 30, 2001 AND 2000


<TABLE>
<CAPTION>

                                                          SIX MONTHS ENDED                      THREE MONTHS ENDED
                                                   -------------------------------       -------------------------------
                                                    NOVEMBER 30,      NOVEMBER 30,       NOVEMBER 30,       NOVEMBER 30,
                                                       2001               2000               2001               2000
                                                   ------------       ------------       ------------       ------------
<S>                                                <C>                <C>                <C>                <C>
REVENUE .....................................      $    594,259       $         --       $    594,259       $         --
COST OF REVENUE .............................           529,106                 --            529,106                 --
                                                   ------------       ------------       ------------       ------------
GROSS PROFIT ................................            65,153                 --             65,153                 --

EXPENSES
   Professional fees ........................            91,477             91,705             40,000                 --
   Accounting and audit fees ................             6,977              7,728              2,339                 71
   Stock transfer fees ......................               852                 --                 75                 --
   Administrative and Other .................            54,771              1,255             54,752              1,255
                                                   ------------       ------------       ------------       ------------
          TOTAL EXPENSES ....................           154,077            100,688             97,166              1,326
                                                   ------------       ------------       ------------       ------------
NET LOSS PER SHARE BASIC AND DILUTED ........      $    (88,924)      $   (100,688)      $    (32,013)      $     (1,326)
                                                   ============       ============       ============       ============
LOSS PER SHARE ..............................      $     (0.005)      $      (0.01)      $     (0.002)      $         --
                                                   ============       ============       ============       ============
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING        17,630,297         15,000,000         17,630,297         15,000,000
                                                   ============       ============       ============       ============
</TABLE>


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




                                       4
<PAGE>

                       VACATION OWNERSHIP MARKETING, INC.
                                AND SUBSIDIARIES

           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
               FOR THE SIX MONTHS ENDED NOVEMBER 30, 2001 AND 2000

<TABLE>
<CAPTION>

                                                              NOVEMBER 30,    NOVEMBER 30,
                                                                 2001            2000
                                                             -------------    -------------
<S>                                                            <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss ...........................................      $ (88,924)      $(100,688)
     Adjustment to reconcile net loss to net cash used in
     operating activities:
        Decrease in prepaid expenses ....................             --          91,205
        Increase (Decrease) in accounts payable .........         83,668            (209)
        (Increase) in accounts receivable ...............       (331,949)             --
        (Increase) in loans receivable ..................       (115,056)             --
                                                               ---------       ---------
          NET CASH USED IN OPERATING ACTIVITIES .........       (452,261)         (9,692)
                                                               ---------       ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from notes payable ........................          6,958              --
     Proceeds from debentures ...........................        445,050              --
                                                               ---------       ---------
          NET CASH PROVIDED BY FINANCING ACTIVITIES .....        452,008              --
                                                               ---------       ---------
(DECREASE) IN CASH ......................................           (253)         (9,692)

CASH - BEGINNING OF PERIOD ..............................            253          10,000
                                                               ---------       ---------
CASH - END OF PERIOD ....................................      $      --       $     308
                                                               =========       =========

SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITY:
     Issuance of convertible debentures .................      $ 870,000       $      --
     Less: Debentures receivable ........................       (424,950)             --
                                                               ---------       ---------
     Net proceeds of debenture ..........................      $ 445,050       $      --
                                                               =========       =========
     Debentures converted for common stock and
     additional paid-in capital .........................      $  64,987       $      --
                                                               =========       =========
     Subsidiary debt assumption .........................      $  15,862       $      --
                                                               =========       =========


</TABLE>


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




                                       5
<PAGE>


                       VACATION OWNERSHIP MARKETING, INC.
                                AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                     NOVEMBER 30, 2001 AND 2000 (UNAUDITED)

NOTE 1-ORGANIZATION AND BASIS OF PRESENTATION

       The condensed consolidated unaudited interim financial statements
       included herein have been prepared by Vacation Ownership Marketing, Inc.
       ("VAOM") without audit, pursuant to the rules and regulations of the
       Securities and Exchange Commission. Certain information and footnote
       disclosures normally included in the 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 VAOM 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, 2001 audited 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 VAOM later
       in the year.

       The management of VAOM believes that the accompanying unaudited condensed
       consolidated financial statements contain all adjustments (including
       normal recurring adjustments) necessary to present fairly the operations
       and cash flows for the periods presented.

       VAOM was incorporated in Delaware as Magness Communications Corp. in 1969
       and changed its name to its present name in 1980. Coinciding with the
       name change, VAOM changed its business to the development and marketing
       of time-shared condominiums which it continued until 1983. During that
       year, VAOM experienced financial difficulties and encountered adverse
       litigation. The Company's charter expired until May 7, 2000, when a
       certificate of renewal was issued.

       On August 23, 2001 a 1:20 reverse stock split of the VAOM common stock,
       became effective. This stock split decreased the issued and outstanding
       common stock from 15,000,000 to 750,000. Additionally, the authorized
       shares of common stock increased from 15,000,000 to 50,000,000 and the
       authorized shares of preferred stock increased from 1,000,000 to
       10,000,000.



                                       6
<PAGE>

                       VACATION OWNERSHIP MARKETING, INC.
                                AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     NOVEMBER 30, 2001 AND 2000 (UNAUDITED)

NOTE 1-ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)

       On August 27, 2001, VAOW Acquisition Corp., a Delaware corporation
       ("VAOW"), purchased 492,480 shares of VAOM's common stock from certain
       shareholders for $350,000 pursuant to a stock purchase agreement dated
       August 27, 2001 (the "VAOW Stock Purchase Agreement"). Simultaneously,
       VAOW entered into an Escrow Agreement with these shareholders pursuant to
       which $50,000 was escrowed for 60 days as security. At this time, VAOW
       obtained a loan for certain accredited investors evidenced by its 8%
       Series A $1,000,000 Senior Subordinated Convertible Redeemable
       Debentures, together with underlying shares of VAOW's common stock (par
       value $.01).

       On August 28, 2001, VAOW declared a stock dividend of the shares of the
       VAOM common stock owned by them to the former shareholders of VAOW.

       On August 29, 2001, VAOW entered into a stock purchase agreement with the
       then shareholders of Encore Builders, Inc. ("Encore"), a Florida
       corporation (the "Encore Stock Purchase Agreement") to purchase all of
       the capital stock of Encore in such a manner that Encore became a
       wholly-owned subsidiary of VAOW. VAOW purchased all 100 issued and
       outstanding shares of stock for $1.00 and purchased 900 newly issued
       Encore shares for $470,000 ($4,549 in cash and $465,500 in a Promissory
       Demand Note). Additionally, for $1.00 VAOM purchased from VAOW, 9,000 of
       VAOW's newly issued stock and VAOW at this time became a wholly-owned
       subsidiary of VAOM. All rights and obligations of VAOW, Encore or any
       other entity owned by them became binding upon VAOM as of August 29,
       2001.

NOTE 2-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       PRINCIPLES OF CONSOLIDATION

       The consolidated financial statements include the accounts of VAOM and
       all of its wholly-owned subsidiaries. All significant intercompany
       accounts and transactions have been eliminated in consolidation.



                                       7
<PAGE>


                       VACATION OWNERSHIP MARKETING, INC.
                                AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     NOVEMBER 30, 2001 AND 2000 (UNAUDITED)

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 disclosures 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

       VAOM considers all highly liquid debt instruments and other short-term
       investments with an initial maturity of three months or less to be cash
       equivalents.

       VAOM maintains cash and cash equivalent balances at several financial
       institutions which are insured by the Federal Deposit Insurance
       Corporation up to $100,000.

       SEGMENTS OF BUSINESS

       VAOM has adopted Statement of Financial Accounting Standards No. 131
       ("SFAS 131"), "Disclosures about Segments of an Enterprise and Relation
       Information". SFAS 131 changes the way public companies report
       information about segments of their business in their annual financial
       statements and requires them to report selected segment information in
       their quarterly reports issued to shareholders. It also requires
       entity-wide disclosures about the products and services an entity
       provides, the material countries in which it holds assets and reports
       revenues and its major customers. On August 27, 2001, VAOM had
       established a new business segment.

       START-UP COSTS

       VAOM 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.




                                       8
<PAGE>

                       VACATION OWNERSHIP MARKETING, INC.
                                AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     NOVEMBER 30, 2001 AND 2000 (UNAUDITED)




NOTE 2-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

       FAIR VALUE OF FINANCIAL INSTRUMENTS

       Financial Accounting Standards Board ("FASB") issued Statement of
       Financial Accounting Standards N. 107 ("SFAS 107"), "Disclosures About
       Fair Value of Financial Instruments." SFAS 107 requires disclosure of
       fair value information about financial instruments when it is practical
       to estimate that value. The carrying amount of VAOM's cash and cash
       equivalents approximates their estimated fair values due to their
       short-term maturities.

       STOCK-BASED COMPENSATION

       The FASB issued Statement of Financial Accounting Standards No. 123
       ("SFAS 123"), "Accounting for Stock-Based Compensation," which defines a
       fair value based method of accounting for stock-based compensation, the
       common stock was issued based upon the estimated value of services to be
       rendered.

       COMPREHENSIVE INCOME

       VAOM has adopted Statement of Financial Accounting Standards No. 130
       ("SFAS 130"), "Reporting Comprehensive Income." SFAS 130 establishes
       standards for reporting and display of comprehensive income and its
       components in a full set of general-purpose financial statements. VAOM
       does not have any components of comprehensive income other than net
       income (loss).

       INCOME TAXES

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



                                       9
<PAGE>

                       VACATION OWNERSHIP MARKETING, INC.
                                AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     NOVEMBER 30, 2001 AND 2000 (UNAUDITED)

NOTE 2-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

       EARNINGS (LOSS) PER SHARE OF COMMON STOCK

       Historical net income (loss) per common share is computed using the
       weighted average number of common shares outstanding. Diluted earnings
       per share (EPS) includes 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 VAOM 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:

<TABLE>
<CAPTION>

                                                        NOVEMBER 30,      NOVEMBER 30,
                                                           2001               2000
                                                       ------------       ------------
<S>                                                    <C>                <C>
       Net Loss .................................      $    (88,924)      $   (100,688)
                                                       ------------       ------------

       Weighted-average common shares
          Outstanding (Basic) ...................        17,630,297         15,000,000

       Weighted-average common stock Equivalents:

               Stock options ....................                --                 --
               Warrants .........................                --                 --

       Weighted-average common shares
           Outstanding (Diluted) ................        17,630,297         15,000,000
</TABLE>

NOTE 3-GOING CONCERN

       As shown in the accompanying financial statements, VAOM incurred net
       losses for the six months ended November 30, 2001 and 2000.

       The accompanying financial statements have been prepared in conformity
       with accounting principles generally accepted in the United States of
       America, which contemplate continuation of VAOM as a going concern.
       However, VAOM has sustained prior operating leases since inception. This
       fact raises substantial doubt about VAOM's ability to continue as a going
       concern.



                                       10
<PAGE>

                       VACATION OWNERSHIP MARKETING, INC.
                                AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     NOVEMBER 30, 2001 AND 2000 (UNAUDITED)



NOTE 3-GOING CONCERN (CONTINUED)

       In view of these matters, continuing as a going concern is dependent upon
       VAOM's ability to meet its financing requirements, raise additional
       capital, and the success of its future operations and business
       combination. Management believes that actions planned and presently being
       taken to revise VAOM's operating and financial requirements provide the
       opportunity for VAOM to continue as a going concern.

NOTE 4-LITIGATION

       At about the time VAOM discontinued its business in 1983, it experienced
       adverse litigation, and judgments were rendered against VAOM. In official
       records of Broward and Palm Beach counties in the State of Florida,
       persons holding judgments did not recertify or refile their judgments
       within the time limits as required by Florida statutes. In the opinion of
       counsel, there are no known outstanding judgments against VAOM.



                                       11
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion and analysis should be read in conjunction with the
Financial Statements appearing elsewhere in this Report on Form 10-QSB.

GENERAL

From 1983 until August 29, 2001, the Company was not engaged in any business. On
August 29, 2001, as more fully described below, we acquired Encore Builders,
Inc. ("Encore Builders"), a construction company, through what was then a
subsidiary of our Company.

Effective August 23, 2001, a 1:20 reverse stock split of our common stock, par
value $.001, became effective. Pre-split, there were 15,000,000 shares of Common
Stock issue and outstanding; post-split, there were 750,000 shares of Common
Stock issued and outstanding. In addition, effective August 23, 2001, we amended
our Certificate of Incorporation to increase the number of shares of Common
Stock authorized from 15,000,000 to 50,000,000 and increased the number of
shares of Preferred Stock authorized from 1,000,000 to 10,000,000. On November
5, 2001, we designated 2,500,000 shares of our 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 common stock and has a vote
equivalent to one share of common stock. See Item 5, "Other Information."

On August 27, 2001, VAOW Acquisition Corp., a Delaware corporation ("Acquisition
Corp.") purchased 492,480 shares (post-split) of our Common Stock from Peter
Porath, Peter Porath and Ann Porath, Prime Rate Income & Dividend, Inc, and
Michael Schumacher (the "Sellers") for $350,000.00, pursuant to an agreement
dated August 27, 2001 (the "VAOW Stock Purchase Agreement"). Simultaneously,
Acquisition Corp. entered into an Escrow Agreement with Sellers and Ann Porath,
Esq., as the Escrow Agent, pursuant to which $50,000.00 was escrowed for 60 days
as security for the indemnifications given by the Sellers under the VAOW Stock
Purchase Agreement. In contemplation of the financing of the foregoing
acquisition, on August 27, 2001, Acquisition Corp. obtained a loan from certain
accredited investors evidenced by its 8% Series A $1,000,000 Senior Subordinated
Convertible Redeemable Debentures (the "Acquisition Corp. Debentures"), together
with underlying shares of Acquisition Corp.'s Common Stock, Par Value $0.01,
into which the Acquisition Corp. Debentures may be




                                       12
<PAGE>
convertible from time to time (collectively, the "Acquisition Corp.
Securities"). Thereafter, as contemplated by the Agreement, and for services
rendered, Acquisition Corp. issued 15,000 shares each of the our Common Stock
(which it then owned) to Messrs. Porath and Michael Schumacher, and 20,000
shares of our Common Stock to NevWest Securities Corporation.

Prior to the reorganization (the "Reorganization") of Acquisition Corp.
described below, Acquisition Corp.'s capital structure consisted of: 10,000,000
shares of Common Stock, par value $0.01 per share (the "Acquisition Corp. Common
Stock"), of which 1,000 shares were issued, outstanding and were held by
Christopher Astrom (600 shares) and Braulio Gutierrez (400 shares). On August
28, 2001, Acquisition Corp. declared a stock dividend of shares of our Common
Stock owned by it to Christopher Astrom (277,492 shares) and Braulio Gutierrez
(184,994 shares), who, at that time, were the sole shareholders of Acquisition
Corp. As a result of this stock dividend, Christopher Astrom became the owner of
277,492 shares of the our Common Stock, and Braulio Gutierrez became the owner
of 184,994 shares of our Common Stock, on September 4, 2001, the date they
received their stock certificates.

On August 29, 2001, Acquisition Corp. entered into an agreement (the "Encore
Stock Purchase Agreement") with Christopher Astrom and Braulio Gutierrez, who
were then the sole shareholders of Encore Builders, and with Encore Builders, to
purchase Encore Builders common stock. To that end, Acquisition Corp. purchased
all of the issued and outstanding Encore Builders shares of common stock from
its two stockholders for $1.00 and 900 shares of Encore Builders' common stock
from Encore Builders for $470,000 paid by Acquisition Corp.'s payment to Encore
Builders of $4,549 in cash and Acquisition Corp.'s delivering to Encore Builders
an Acquisition Corp. Demand Note in the amount $465,450. Encore is a general
contractor in the business of building multi-family residential apartment units.
As of the date of the filing of this Report, Encore's sole business is the
construction of the Conquistador Plaza Apartments, 2270 SW 32nd Avenue, Miami,
Florida, pursuant to a construction contract with National Residential
Properties, Inc., which may be deemed an affiliate of our Company. See Item 5,
below.

On August 29, 2001, for $1.00, we 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). In September 2001,
Acquisition Corp. was merged into our company via a "short-form" merger (the
"Merger") pursuant to Sections 251 and 253 of the General Corporation Law of
Delaware, which permit a corporation of which at least 90% of the shares of each
class are owned by a parent company, to be merged into the parent company
without shareholder approval. Pursuant to the Merger, and by operation of law,
we assumed all of the rights and obligations of Acquisition Corp. Thus, pursuant
to the Merger (a) Encore Builders became our wholly-owned subsidiary; (b) all of
the issued and outstanding shares of Acquisition Corp.'s common stock owned by
Messrs. Astrom and Gutierrez (i.e., 1,000 Shares) were surrendered by them to,
and



                                       13
<PAGE>
were canceled by, us; (c) all of the issued and outstanding shares of the
Acquisition Corp. Common Stock owned by us were canceled by us; and (d) the
Acquisition Corp. Securities were surrendered to us, canceled, and new
debentures, identical to the Acquisition Corp. Debentures, together with
accompanying conversion rights to shares of the authorized but unissued
underlying shares of our Common Stock, were issued by us to the holders of the
original Acquisition Corp. Debentures.

RESULTS OF OPERATIONS

The Company had revenues of $594,259 and a gross profit of $65,153 in the three-
and six- month periods ended November 30, 2001, but had no revenues or profit in
the comparable periods in 2000. The Company's expenses increased from $100,688
for the six months ended November 30, 2000, to $154,077 for the comparable
period in 2001, substantially as a result of an increase in administrative
expenses, all of which increase was incurred in the three months ended November
30, 2001.

The Company's sole revenue is from its Encore Builders subsidiary's construction
of Conquistador Plaza Apartments in Miami, Florida, pursuant to a lump sum
construction contract with Conquistador Plaza, Inc., dated January 30, 2001, for
a fixed price of $3,111,289 (the "Project"). The Project has been funded by
Conquistador Plaza, Inc., through a mortgage in the principal amount of
approximately $4,600,000 provided by First Housing Development Corporation of
Florida, Inc. Encore Builders is paid on a construction draw-down basis as it
completes its work. The construction contract between Encore Builders and
Conquistador Plaza, Inc., provides that the construction of the Project will be
completed by October 29, 2001, and it further provides for liquidated damages
payable by Encore Builders to Conquistador Plaza, Inc., in the amount of
$1,395.50 per day for each day after October 29, 2001, that the Project has not
been completed. The project has not been completed as of the date of this
report. Conquistador Plaza, Inc., has advised us that it has waived
liquidated damages because, in the view of Conquistador Plaza, Inc., and its
parent company, National Residential Properties, Inc., the imposition of the
liquidated damages provision would in all probability render Encore Builders
financially incapable of completing the Project.

The Company's Board of Directors is considering whether the Company should
remain in the construction business through its Encore Builders subsidiary.
While Encore Builders is operating at a profit, that profit is not sufficient to
cover the Company's overall operating expenses. Further, although Encore
Builders was able to obtain a performance and payment bond in the amount of
$3,111,289 in accordance with the requirements of the construction contract with
Conquistador Plaza, Inc., Encore Builders is unable to obtain additional
performance and payment bonds without the personal guarantees of persons
associated with Encore Builders or the Company. Accordingly, as of the date of
this Report, Encore Builders does not have the ability to undertake construction
projects other than Conquistador Plaza. Management has not finally determined
whether to dispose of its interest in Encore Builders, to remain in the
construction business through another



                                       14
<PAGE>

company which it would organize or acquire, or to seek other business
opportunities. See Item 5, Other Information, with respect to a discussion of
the certain relationships among Encore Builders, Inc., Conquistador Plaza, Inc.,
the Company and National Residential Properties, Inc.

LIQUIDITY AND CAPITAL RESOURCES

The Company had total current assets and total assets of $871,955 at November
30, 2001, compared to no current assets on November 30, 2000. The Company had
$308 of total assets at November 30, 2000. Of its total current assets at
November 30, 2001, $331,949 were accounts receivable from Encore Builders'
ongoing construction Project, $115,056 were a loan receivable from the president
of Encore Builders and the Company, and $424,950 were debentures receivable.
The Company had current liabilities of $917,430 at November 30, 2001, compared
to $575 of current liabilities at November 30, 2000. Of its total current
liabilities at November 30, 2001, $805,013 were debentures payable, and the
balance of $112,417 were accounts payable, accrued expenses and loans payable.

The Company has financed its ongoing operations substantially from its
performance from the construction contract with Conquistador Apartments, Inc.
However, while the Company had a gross profit of $65,153 for the three and six
month periods ended November 30, 2001, it incurred professional fees and
administrative expenses of $154,077 for those periods, so that for the periods
ended November 30, 2001, the Company had a net loss of $88,924. For the three-
and six- month periods ended November 30, 2001, the Company had net cash used in
operating activities of $452,261, of which $331,949 are attributable to accounts
receivable which the Company believes are collectible, and $115,056 are
attributable to loans receivable which the Company also believes are
collectible.

The Company continues to have negative cash flow from its operations,
substantially due to ongoing administrative expenses, including office expense,
payroll, professional fees, liability insurance, office supplies and other
administrative expenses. While a substantial portion of these expenses are paid
from the operating income of its Encore Builders subsidiary, even assuming that
Encore Builders will continue to perform work on the Project and that
Conquistador Plaza, Inc., will continue to receive mortgage financing for the
construction of the Project, including payments due to Encore Builders. The
Company's revenues and cash flow from Encore Builders will cease upon completion
of the Project,  anticipated to occur by July 2002. Upon completion of the
Project it is not likely that Encore Builders will be able to obtain any
material additional construction contracts, in which event the Company's
negative cash flow will increase substantially.

The Company has limited capitalization and limited cash, and had no cash at
November 30, 2001. The Company's ability to continue as a going concern will
depend in part upon its revenues from Encore Builders' work on the Project.
However, given the short-term



                                       15
<PAGE>
duration of the Project and Encore Builders' inability to engage in material
additional construction contracts, until the Company organizes or acquires a
business with significant cash flow and revenue from operations, the Company
will continue to experience recurring cash shortages. Accordingly, the Company's
ability to continue as a going concern will depend upon its entering into one or
more additional businesses, although the Company's ability to enter into any
such business will in turn be dependent upon its cash resources.

The Company has been substantially dependent upon its cash from sale of its
debentures to investors. For the three- and six- month periods ended November
30, 2001, the Company had received $445,050 from the proceeds of the sale of the
debentures. From December 1 through the date of this Report, the Company has
not received additional proceeds from the sale of the debentures.

Although the holders of the debentures have not funded $424,950 of debentures
due to the Company as of the date of this Report, the Company's ability to
obtain that funding is, in turn, dependent upon its ability to increase its
authorized shares. On December 12, 2001, the Company filed an Information
Statement on Schedule 14C with the Securities and Exchange Commission in
connection with a vote by its Board of Directors and a majority of shares to
increase the Company's authorized shares of common stock from 50,000,000 shares
with a par value $0.001 to 500,000,000 with a par value $0.001. The Company has
received comments from the Securities and Exchange Commission with respect to
its filing on Schedule 14C. Until the Company completes its responses to the
Commission's comments, the Company will be unable to file a definitive
Information Statement on Schedule 14C and, consequently, unable to increase its
authorized shares. Accordingly, the Company is unable to anticipate when it will
be able to effect such increase in order to receive additional funding from its
debenture holders, which debenture holders require that the Company have
sufficient common stock available for issuance upon exercise of debentures
issued to them. See Item 5, "Other Information."

FORWARD LOOKING STATEMENTS

When used in this Quarterly Report on Form 10-QSB or in future filings by the
Company (as hereinafter defined) with the Securities and Exchange Commission, in
the Company's press releases or other public or shareholder communications, or
in oral statements made with the approval of an authorized executive officer,
the words or phrases "will likely result," "are expected to," "will continue,"
"is anticipated," "estimate," "project," or similar expressions are intended to
identify "forward-looking statements." The Company wishes to caution readers not
to place undue reliance on any such forward-looking statements, which speak as
of the date made, and to advise readers that various factors, including regional
and national economic conditions, substantial changes in levels of market
interest rates, credit and other risks of manufacturing, distributing or
marketing activities, and competitive and regulatory factors could affect the
company's financial



                                       16
<PAGE>
performance and could cause the Company's actual results for future periods to
differ materially from those anticipated by any forward-looking statements. The
Company does not undertake and specifically disclaims any obligation to update
any forward-looking statements to reflect the occurrence of anticipated or
unanticipated events or circumstances after the date of such statements.




                                       17
<PAGE>
\PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

In the ordinary course of business, the Company and its subsidiaries are
involved in legal proceedings incidental to our operations. The Company and its
subsidiaries are not currently involved in any legal proceedings that management
believes would have a material adverse effect on the operations or financial
condition of the Company and its subsidiaries taken as a whole.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

On or about August 27, 2001, Acquisition Corp. issued its 8% Series SPA Senior
Subordinated Convertible Debentures in the face amount of $1,000,000 (the
"Debentures") to Sea Lion Investors, LLC, Equity Planners, LLC, and Myrtle
Holdings, LLC. The Debentures were issued pursuant to Regulation D, Rule
504(b)(iii). The Debentures permit the holders thereof to convert all or any
amount over $5,000 of the principal face amount of the Debentures into shares of
common stock at a conversion price of 70% of the per share price valued in
accordance with the book value of the common stock or 75% of the lowest closing
bid price as quoted on the OTC bulletin board, if the shares of Acquisition
Corp., or its successors or assigns, are quoted on the OTC bulletin board.
Subsequent to the issuance of the Debentures, Acquisition Corp. became what was
merged into the Company, and the Company assumed all of the obligations of
Acquisition Corp. under the Debentures. The debentures exchanged by the Company
for the debentures issued by Acquisition Corp. are convertible into shares of
the Company's common stock which are saleable immediately upon conversion into
shares of the Company's common stock. As of the date of this Report, the Company
has issued approximately 60,000,000 shares upon conversion of debentures.

On November 5, 2001, the Company filed a Certificate of Designation for its
Series A Preferred Stock with the Secretary of State of Delaware and,
concurrently, issued to Christopher Astrom, a director and officer of the
Company, 2,500,000 shares of Series A Preferred Stock in consideration of the
par value thereof. Each share of Series A Preferred Stock is convertible into
100 shares of common stock at any time and from time- to-time after issuance.
Each share of Series A Preferred Stock has a voting power equivalent to 100
shares of common stock in any matter to come before the shareholders of the
Company. The effect of the issuance of the stock to Mr. Astrom was to give him
continuing control over the Company, as the voting power of his shares of Series
A Preferred Stock would be equivalent to 250,000,000 shares of common stock,
assuming that the Company had that number of shares authorized. Accordingly, in
any matter to come before shareholders in which the Series A Preferred Stock
could be voted with shares of common stock, Mr. Astrom, as holder of the Series
A Preferred Stock, would be able to have sufficient shares to control the matter
to be voted upon. At the time of closing of



                                       18
<PAGE>
the transactions with Encore Builders and Acquisition Corp. Christopher Astrom
held 277,492 shares of the Company's common stock and was an officer and
director of the Company. Accordingly, Christopher Astrom, together with Mr.
Gutierrez, has exercised control over the Company since the end of August 2001,
and the issuance of the Series A Preferred Stock to him did not result in a
change of control of the Company.

On December 13, 2001, the Company entered into an Escrow Agreement with Sroya
Holdings, LLC ("Sroya"), as escrow agent and Sea Lion Investors, LLC, Equity
Planners, LLC, and Myrtle Holdings, LLC, the purpose of which was to amend and
supplement the subscription agreement pursuant to which Acquisition Corp.'s
Debentures were issued through those investors and subsequently assumed by the
Company. Pursuant to the Escrow Agreement, the Company agreed to deposit
100,000,000 shares of its common stock (the "Escrow Shares") with Sroya to
ensure the timely deliver of the Company common stock upon the exercise of the
conversion privileges by the Debenture Holders under the Debentures issued on
August 27, 2001. Under the Escrow Agreement, Sroya, as escrow agent, does not
have an interest in either the Debentures or the Escrow Shares and neither is
Sroya considered a stockholder of the Company by virtue of holding the Escrow
Shares. However, for purposes of determining the number of shares of the
Company's common stock that are issued and outstanding, the Escrow Shares, when
issued and delivered to Sroya, are considered issued and outstanding. The Escrow
Shares were deposited with Sroya pursuant to Regulation D, Rule 540(b)(iii) and
Section 3(a)(9) of the Securities Act of 1933 as a result of the assumption by
the Company of all of the obligations of Acquisition Corp. under the Debentures,
including the obligation to repay the principal and interest and the obligation
to convert the Debentures on demand into shares of common stock. The issuance of
the Escrow Shares to the Debenture Holders upon the exercise of the conversion
privileges under the Debentures and any subsequent sale of the Escrow Shares
could have a material adverse effect on the Company's common stock and cause its
market price to decline substantially. The Company has not issued any Escrow
shares to Sroya and will not do so until it can increase its authorized common
stock. See Item 5, "Other Information."

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

        None.

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

        None.

ITEM 5. OTHER INFORMATION

Richard Astrom, a director of the Company is the father of Christopher Astrom,
who is a principal shareholder, officer and director of the Company. Braulio
Gutierrez is the President of the Company and Encore Builders, the wholly-owned
subsidiary of the Company. Encore Builders is building the Project, an apartment
building known as




                                       19
<PAGE>

Conquistador Plaza for National Residential Properties, Inc., of which Richard
and Christopher Astrom are shareholders and the sole officers and directors. The
Project is owned by a single entity corporation, Conquistador Plaza, Inc., a
Florida corporation. As a HUD requirement, Mr. Gutierrez owns one percent (1%)
of the common stock of Conquistador Plaza, Inc., because he is the contractor
for the Project and National Residential Properties, Inc., owns ninety-nine
percent (99%) of the common stock of Conquistador Plaza, Inc.

On September 26, 2001, National Residential Properties, Inc., announced that it
had signed an agreement to sell its Granada Grand Project to the Company for
$3,625,000, of which $3,125,000 would have been payable in common stock of the
Company, subject to market price protection for variations in the Company's
stock price. The purchase and sale was anticipated to occur before November 15,
2001. Subsequent to the announcement of the proposed acquisition, the Company
determined that its subsidiary, Encore Builders, would not be able to obtain a
construction performance bond, and accordingly the Company and National
Residential Properties, Inc., determined not to proceed with the purchase and
sale of the Granada Grand property. National Residential Properties, Inc.,
subsequently entered into an agreement to sell the Granada Grand property, to
an unrelated third party, although the sale is subject to financing which has
not been obtained as of the date of this Report.

The Company's assumption of the Debentures and the concomitant obligation of the
Company to issue shares of its common stock to the Debenture holders has
resulted in the issuance of significant numbers of shares of the Company's
common stock to such Debenture Holders as they convert portions of the
Debentures into common stock of the Company. The Common stock issued to them
upon conversion is saleable, and is generally sold through the public markets
immediately upon conversion. As a consequence of the number of shares of common
stock being sold, and the frequency with which such shares are sold, the bid
price of the Company's common stock on the OTC bulletin board has declined
substantially, and may be anticipated to continue to decline substantially in
the future until such time as the full amount of the Debentures is paid for and
the Debenture Holders exercise their conversion privilege, which the Company
believes is highly probable. The Company cannot now anticipate the number of
shares into which the Debentures will be convertible, as that number depends on
the market price of the Company's common stock prevailing from time-to-time as
Debentures are converted into common stock.

The Company has authorized 50,000,000 of common stock, but has issued and
outstanding 61,110,595 shares, substantially as a consequence of the conversion
of the Debentures. The Company intends to implement substantial controls to
ensure that the Debenture conversion process will not in the future result in
the issuance of shares beyond those authorized by the Company. The impact upon
the Company of the issuance of shares in excess of its authorized capital is not
now known. However, the Company does not



                                       20
<PAGE>
believe that the value of the excess shares is material,  given the current
per-share value of the Company's common stock as traded on the OTC bulletin
board. The Company's ability to meet its conversion obligations under the
Debentures, its escrow deposit obligations under the escrow agreement, and its
conversion obligations to the holder of the Series A Preferred Stock is
dependent on the Company's increasing its authorized shares, which cannot occur
until the Company is able to file a definitive Information Statement on Schedule
14C. See Part I, Item 2, "Management's Discussion and Analysis or Plan of
Operation--Liquidity and Capital Resources."

ITEM 6.      EXHIBITS AND REPORTS ON FORM 8-K

         A.  EXHIBITS

              2.3     Certificate of Designation of Series A Preferred Stock
                      filed November 5, 2001.

              4.1     8% Series SPA Senior Subordinated Convertible Redeemable
                      Debentures Due August 27, 2003.

              10.2    Construction Contract dated January 30, 2001.

              10.3    Assignment and Assumption Agreement between VAOW
                      Acquisition Corporation and Vacation Ownership Marketing,
                      Inc., dated September 19, 2001.

              10.4    Escrow Agreement dated December 13, 2001, among Vacation
                      Ownership Marketing, Inc., Equity Planners LLC, Sea Lion
                      Investors LLC, and Myrtle Holdings LLC, and Sroya Holdings
                      Company, Inc.

         B.  REPORTS ON FORM 8-K

              (i)     Form 8-K, filed on September 27, 2001, covering the Change
                      in Control of the Registrant, an Acquisition of Assets and
                      accompanying Financial Statements.

              (ii)    Form 8-K, filed on October 1, 2001, covering the
                      termination of our former accountants.

              (iii)   Form 8-K/A, filed on October 9, 2001, covering the
                      engagement of our new and current auditor and independent
                      accounting firm.

              (iv)    Form 8-K/A filed November 13, 2001, with respect to the
                      financial statements of Encore Builders, Inc., and pro
                      forma information of the Registrant





                                       21
<PAGE>


                                   SIGNATURES

         In accordance with the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, duly authorized.

                                       VACATION OWNERSHIP
                                       MARKETING, INC.
                                           (Registrant)



Dated: January 18, 2002                By: /s/ Braulio Gutierrez
                                           -------------------------------------
                                               Braulio Gutierrez, President





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