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

                 For The Quarterly Period Ended August 31, 2005

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

             For The Transition Period from __________ To _________

                          Commission file number 0-9879

                            CAPITAL SOLUTIONS I, INC.
        ----------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

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

                            6915 RED ROAD, SUITE #222
                           CORAL GABLES, FLORIDA 33143
        ----------------------------------------------------------------
                    (Address of principal executive offices)

                                 (305) 666-6565
        ----------------------------------------------------------------
                            Issuer's telephone number


         ---------------------------------------------------------------
              (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













<PAGE>
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 by Section
12, 13, or 15(d) of the Exchange Act after the distribution of securities under
a plan confirmed by a court

Yes [ ]        No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date:

         As of October 15, 2005, there were 78,366,672 shares of the
Registrant's Common Stock, $0.0000001 par value per share, outstanding.

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






































                                        2
<PAGE>
                            CAPITAL SOLUTIONS I, INC.

                 FOR THE QUARTERLY PERIOD ENDED AUGUST 31, 2005

                                TABLE OF CONTENTS

                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements................................................  4

Item 2. Management's Discussion and Analysis or Plan of
Operation................................................................... 17

Item 3. Controls and Procedures............................................. 25

                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings................................................... 26

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds......... 27

Item 3. Defaults upon Senior Securities..................................... 27

Item 4. Submission of Matters to a Vote of Securities Holders............... 27

Item 5. Other Information................................................... 28

Item 6. Exhibits and Reports on Form 8-K.................................... 29































                                        3
<PAGE>
THIS REPORT CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND
UNCERTAINTIES. SUCH STATEMENTS ARE BASED ON CURRENT EXPECTATIONS, ASSUMPTIONS,
ESTIMATES AND PROJECTIONS ABOUT THE COMPANY AND ITS INDUSTRY. FORWARD-LOOKING
STATEMENTS ARE SUBJECT TO KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER
FACTORS THAT MAY CAUSE ACTUAL RESULTS, LEVELS OF ACTIVITY, PERFORMANCE,
ACHIEVEMENTS AND PROSPECTS TO BE MATERIALLY DIFFERENT FROM THOSE EXPRESSED OR
IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. THE COMPANY UNDERTAKES NO OBLIGATION
TO UPDATE PUBLICLY ANY FORWARD-LOOKING STATEMENTS FOR ANY REASON EVEN IF NEW
INFORMATION BECOMES AVAILABLE OR OTHER EVENTS OCCUR IN THE FUTURE.

                                     PART I
                              FINANCIAL INFORMATION

Item 1.  Financial Statements


                            CAPITAL SOLUTIONS I, INC.
             CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
               FOR THE THREE MONTHS ENDED AUGUST 31, 2005 AND 2004
                                     (DRAFT)


        INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)





UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


     Balance Sheet as of August 31, 2005                                      5

     Statements of Operations for the Three Months Ended
       August 31, 2005 and 2004                                               6

     Statements of Cash Flows for the Three Months Ended
         August 31, 2005 and 2004                                             7

     Notes to Condensed Consolidated Financial Statements                     8



















                                        4
<PAGE>
                            CAPITAL SOLUTIONS I, INC.
                CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
                                 AUGUST 31, 2005
                                     (DRAFT)

<TABLE>
<CAPTION>
   ASSETS

                                                                                         2005
                                                                                   ------------------
<S>                                                                                 <C>
CURRENT ASSETS
   Cash and cash equivalents                                                        $            101
                                                                                   ------------------

              TOTAL CURRENT ASSETS                                                               101
                                                                                   ------------------

FIXED ASSETS, NET                                                                                 26

OTHER ASSETS
   Goodwill                                                                                   91,970
                                                                                   ------------------

              TOTAL OTHER ASSETS                                                              91,970
                                                                                   ------------------

TOTAL ASSETS                                                                        $         92,097
                                                                                   ==================


            LIABILITIES AND STOCKHOLDERS' (DEFICIT)


CURRENT LIABILITIES
   Accounts payable and accrued expenses                                            $        192,193
   Debentures payable                                                                        400,202
   Short-term notes payable and advances                                                      86,468
   Lines of credit                                                                            64,777
                                                                                   ------------------

              TOTAL CURRENT LIABILITIES                                                      743,640
                                                                                   ------------------

 STOCKHOLDERS' (DEFICIT)
   Preferred stock, $.0000001 par value, 20,000,000 shares
    authorized, 50,000 issued and outstanding at August 31, 2005
   Common stock, $.0000001 par value, 900,000,000 shares
   authorized, 78,366,707 issued and outstanding at August 31, 2005                                8
   Additional paid-in capital                                                                472,406
   Accumulated deficit                                                                    (1,123,957)
                                                                                   ------------------

              TOTAL STOCKHOLDERS' (DEFICIT)                                                 (651,543)
                                                                                   ------------------

TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)                                       $         92,097
                                                                                   ==================
</TABLE>

   The accompanying notes are an integral part of these condensed consolidated
                              financial statements.
                                        5
<PAGE>
                            CAPITAL SOLUTIONS I, INC.
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
               FOR THE THREE MONTHS ENDED AUGUST 31, 2005 AND 2004


<TABLE>
<CAPTION>
                                                        2005                  2004
                                                  ------------------    ------------------
<S>                                                <C>                   <C>
REVENUES                                           $              -      $              -

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

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

OPERATING EXPENSES
   Professional fees and consulting                               -                 5,000
   Accounting and audit fees                                      -                     -
   Stock transfer fees                                            -                 2,979
   Administrative and other                                      36                 1,980
                                                  ------------------    ------------------
               TOTAL OPERATING EXPENSES                          36                 9,959
                                                  ------------------    ------------------

LOSS BEFORE OTHER EXPENSE                                       (36)               (9,959)
                                                  ------------------    ------------------

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

NET LOSS BEFORE PROVISION FOR INCOME TAXES:                  (8,040)              (17,963)
   Provision for income taxes                                     -                     -
                                                  ------------------    ------------------

NET LOSS APPLICABLE TO COMMON SHARES               $         (8,040)     $        (17,963)
                                                  ==================    ==================

NET LOSS PER BASIC AND DILUTED SHARES
   From continuing operations                      $        (0.0005)     $        (0.0008)
                                                  ==================    ==================

WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING                                       16,747,232            22,056,461
                                                  ==================    ==================
</TABLE>



   The accompanying notes are an integral part of these condensed consolidated
                              financial statements.
                                        6
<PAGE>
                            CAPITAL SOLUTIONS I, INC.
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
               FOR THE THREE MONTHS ENDED AUGUST 31, 2005 AND 2004




<TABLE>
<CAPTION>
                                                                            2005                2004
                                                                      ------------------  ------------------
<S>                                                                    <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                                            $         (8,040)   $        (17,963)
                                                                      ------------------  ------------------

ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH
     (USED IN) OPERATING ACTIVITIES:
   Issuance of common stock - fees                                                    -               5,000

CHANGES IN ASSETS AND LIABILITIES
   Increase in accounts payable and accrued expenses                              8,004               3,004
                                                                      ------------------  ------------------
              TOTAL ADJUSTMENTS                                                   8,004               8,004
                                                                      ------------------  ------------------

              NET CASH (USED IN) OPERATING ACTIVITIES                               (36)             (9,959)
                                                                      ------------------  ------------------

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

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

NET (DECREASE) IN CASH AND CASH EQUIVALENTS                                         (36)            (23,364)

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                                     137              24,222
                                                                      ------------------  ------------------

CASH AND CASH EQUIVALENTS - END OF PERIOD                              $            101    $            858
                                                                      ==================  ==================
</TABLE>













   The accompanying notes are an integral part of these condensed consolidated
                              financial statements.
                                        7
<PAGE>
                            CAPITAL SOLUTIONS I, INC.
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                            AUGUST 31, 2005 AND 2004


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

         The condensed consolidated unaudited interim financial statements
         included herein have been prepared by Capital Solutions I, Inc.
         (formerly Vacation Ownership Marketing, Inc.) (the "Company") without
         audit, pursuant to the rules and regulations of the Securities and
         Exchange Commission (the "SEC"). Certain information and footnote
         disclosures normally included in the condensed consolidated financial
         statements prepared in accordance with accounting principles generally
         accepted in the United States of America have been condensed or omitted
         as allowed by such rules and regulations, and the Company believes that
         the disclosures are adequate to make the information presented not
         misleading. It is suggested that these condensed consolidated financial
         statements be read in conjunction with the May 31, 2005 audited
         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 the procedures that will be accomplished by the
         Company later in the year.

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

         Capital Solutions I, Inc., "CSI" (formerly Vacation Ownership
         Marketing, Inc.) (the "Company") was incorporated in Delaware as Magnum
         Communications Corp in 1969. It changed names to its present name on
         May 10, 2004. Before changing its name to Capital Solutions I, Inc.
         they changed to Vacation Ownership Marketing, Inc. Coinciding with the
         name change, the Company did not change its business structure, which
         was the development and marketing of time-shared condominiums, which it
         continued until 1983. During the year 1983, the Company experienced
         financial difficulties and encountered adverse litigation. The
         Company's charter expired until May 7, 2000, when a certificate of
         renewal was issued.















                                        8
<PAGE>
                            CAPITAL SOLUTIONS I, INC.
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
                            AUGUST 31, 2005 AND 2004


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, the Company merged with Vacation Ownership
         Marketing, Inc. A 1:50 reverse stock split of the company's common
         stock became effective. As a result of the reverse stock split,
         Vacation Ownership Marketing, Inc. changed its name to Capital
         Solutions I, Inc. "the Company". The stock split decreased the issued
         and outstanding common stock from 61,110,595 to 1,222,005. Capital
         Solutions I, Inc. had no assets or liabilities. After the consummation
         of the merger, Capital Solutions I, Inc. will cease to exist.
         Additionally, 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 of its finances
         other than the amendment and restatement of the Company's Certificate
         of Incorporation.

         On June 17, 2005 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: the Company decreased its authorized
         common stock from 20,000,000,000 to 900,000,000 shares; decreased its
         authorized preferred stock from 200,000,000 to 20,000,000; engaged in a
         1:10 reverse stock split of its common stock, decreasing the Company's
         issued outstanding common stock from 783,667,072 to 78,366,672; and the
         approval of the Amended and Restated Articles of Incorporation. An
         amended and Restate Certificate of Incorporation was filed with the
         Delaware Secretary of State on June 17, 2005.

                                        9
<PAGE>
                            CAPITAL SOLUTIONS I, INC.
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
                            AUGUST 31, 2005 AND 2004


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

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

         The condensed consolidated financial statements for 2005 and 2004
         include the accounts of the Company and all of its wholly-owned
         subsidiaries. All significant intercompany accounts and transactions
         have been eliminated in consolidation.












































                                       10
<PAGE>
                            CAPITAL SOLUTIONS I, INC.
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
                            AUGUST 31, 2005 AND 2004


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

         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 several
         financial institutions, which are insured by the Federal Deposit
         Insurance Corporation up to $100,000.

         START-UP COSTS
         --------------

         The Company adopted Statement of Position No. 98-5 ("SOP 98-5"),
         "Reporting the Costs of Start-Up Activities." SOP 98-5 requires that
         all non-governmental entities expense the cost of start-up activities,
         including organizational costs as those costs are incurred.

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

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















                                       11
<PAGE>
                            CAPITAL SOLUTIONS I, INC.
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
                            AUGUST 31, 2005 AND 2004


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

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

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

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

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

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

         The Company has elected to follow ("SFAS 123"), "Accounting for
         Stock-Based Compensation". SFAS 123 requires companies to provide a
         pro-forma disclosure of net income and earnings per share. The
         accounting for both fixed and variable awards is compensation expense
         at least equal to a defined minimum value over the service period. SFAS
         123 measures compensation with reference to "fair value", which equals
         the sum of three elements; intrinsic value, time value of money, and
         time value associated with the stock's volatility.

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

         Historical net income (loss) per common share is computed using the
         weighted average number of CSI Common Stock outstanding. Diluted
         earnings per share (EPS) include additional dilution from CSI Common
         Stock equivalents, such as stock issuable pursuant to the exercise of
         stock options and warrants. CSI Common Stock equivalents were not
         included in the computation of diluted earnings per share when the
         Company reported a loss because to do so would be antidilutive for
         periods presented.








                                       12
<PAGE>
                            CAPITAL SOLUTIONS I, INC.
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
                            AUGUST 31, 2005 AND 2004


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:

                                       August 31,              August 31,
                                          2005                    2004
                                   --------------------    --------------------
Net loss                            $           (8,040)     $          (17,963)
                                   ====================    ====================

Weighted-average common shares
Outstanding (Basic)                         16,747,232              22,056,461

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

Weighted-average common shares
Outstanding (Diluted)                       16,747,232              22,056,461
                                   ====================    ====================


         There are no options and warrants outstanding to purchase stock at
         August 31, 2005 and 2004.


NOTE 3 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES
         -------------------------------------

         The following represents the Company's accounts payable and accrued
         expenses at August 31, 2005 and 2004:

                                                 2005
                                             --------------
Professional fees                             $          -
Accrued interest on debentures                       8,004
                                             --------------
                                              $      8,004
                                             ==============







                                       13
<PAGE>
                            CAPITAL SOLUTIONS I, INC.
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
                            AUGUST 31, 2005 AND 2004


NOTE 4 - CONVERTIBLE DEBENTURES PAYABLE
         ------------------------------

         The Company has outstanding convertible debentures at August 31, 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, 2003. The debentures are convertible at the investors'
         discretion pursuant to the convertible debenture agreement. These
         debentures are in default and are classified as a current liability.

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

         At August 31, 2005 and 2004, the Company had two classes of stock,
         preferred and common stock, each having a par value of $.0000001. The
         2003 amounts have been retroactively restated.

         Preferred Stock
         ---------------

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

         On June 17, 2005, the Company decreased its authorized shares from
         200,000,000 to 20,000,000 shares. The par value remains the same at
         $.0000001 per share.

         Common Stock
         ------------

         On January 21, 2004, in lieu of an annual meeting of the stockholders
         the Company's majority stockholder approved the increase of the
         authorized common stock of the Company to 1,000,000,000 shares. 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 May 31, 2004, there are
         no amounts in temporary equity.

         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 1,222,005. Additionally, the authorized shares of
         common stock increased from 1,000,000,000 to 20,000,000,000. The new
         par value will be decreased from $.001 to $.0000001 per share.









                                       14
<PAGE>
                            CAPITAL SOLUTIONS I, INC.
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
                            AUGUST 31, 2005 AND 2004

         Common Stock (Continued)
         ------------------------

         On June 17, 2005, a 1:10 reverse stock split of the Company's common
         stock became effective. This stock split decreased the issued and
         outstanding shares from 783,667,072 to 78,366,672. Additionally, the
         authorized shares of common stock decreased from 20,000,000,000 to
         900,000,000. The par value remains the same at $.0000001 per share.

         There were no stock transactions for the period ended August 31, 2005.


NOTE 6 - PROVISION FOR INCOME TAXES
         --------------------------

         The Company did not provide for income taxes in the three months ended
         August 31, 2005 and 2004. Additionally, the Company established a
         valuation allowance equal to the full amount of the deferred tax assets
         due to the uncertainty of the utilization of the operating losses in
         future periods. At August 31, 2005 and 2004, the deferred tax assets
         consists of the following:

                                               2005               2004
                                          ----------------    ----------------

Deferred taxes due to net operating loss
carryforwards                              $      337,187      $      251,685

Less:  Valuation allowance                       (337,187)           (251,685)
                                          ----------------    ----------------

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


NOTE 7 - SHORT-TERM NOTES PAYABLE AND ADVANCES
         -------------------------------------

         During the three months ended August 31, 2005, the Company has received
         a total of $0 either in the form of short-term promissory notes bearing
         interest at 15% annually, or though advances from affiliated companies
         either in the form of cash or through the affiliated companies payment
         of legal and professional fees on behalf of the Company.

NOTE 8 - GOING CONCERN
         -------------

         As shown in the accompanying condensed consolidated financial
         statements the Company incurred net operating losses for the three
         months ended August 31, 2005 and 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.








                                       15
<PAGE>
                            CAPITAL SOLUTIONS I, INC.
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
                            AUGUST 31, 2005 AND 2004


NOTE 9 - LITIGATION
         ----------

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

NOTE 10 - RELATED PARTY TRANSACTIONS
          --------------------------

         As discussed in Note 8, the Company from time to time has been advanced
         amounts either through short-term promissory notes, advances, or
         through the payment of legal and professional fees from affiliated
         companies. As of August 31, 2005, the Company has outstanding amounts
         due its affiliates of $86,468.

NOTE 11 - SUBSEQUENT EVENTS
          -----------------

         Capital Solutions I, Inc. announces that the extension in which Capital
         Solutions and Victory Petroleum were to execute a Definitive Agreement
         has expired. The Company has no indication as to the possibilities of
         future dealings with Victory Petroleum.



























                                       16
<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. From 1983 until August 29, 2001, the Company was not engaged in any
business. On August 29, 2001, the Company acquired Encore Builders, Inc., a
construction company, through what was then a subsidiary of the Company.
Beginning on August 29, 2001 the Company was engaged in the construction of
Conquistador Plaza Apartments in Miami, Florida, pursuant to a lump sum
construction contract with Conquistador Plaza. These operations ceased with the
separation of Encore Builders from the Company in the first quarter of 2002. The
Company changed names to its present name on May 10, 2004.



















                                        17
<PAGE>
                              RESULTS OF OPERATIONS
                              ---------------------

THREE MONTHS ENDED August 31, 2005 COMPARED TO THREE MONTHS ENDED August 31,
2004

Revenues
--------

Revenues were $0 for the three months ended August 31, 2005, as compared to $0
for the three months ended August 31, 2004.

Cost Of Revenues
----------------

Cost of revenues was $0 for the three months ended August 31, 2005, as compared
to $0 for the three months ended August 31, 2004.

Operating Expenses
------------------

Operating expenses for the three months ended August 31, 2005 were $36 compared
to $9,959 for the three months ended August 31, 2004. This decrease was
primarily attributed to the issuance of capital stock in exchange for services
and decreased administrative expenses.

Loss From Operations
--------------------

Loss from operations for the three months ended August 31, 2005 was $36 compared
to $9,959 for the three months ended August 31, 2004.

Interest Expense
----------------

Interest expense was $8,004 and $8,004 for the three months ended August 31,
2005 and 2004, respectively.

Net Loss Applicable To Common Stock
-----------------------------------

Net loss applicable to Common Stock was ($8,040) for the three months ended
August 31, 2005, compared to ($17,963) for the three months ended August 31,
2004. Net loss per common share was $.00 for the three months ended August 31,
2005 and $.00. for the three months ended August 31, 2004.

                         LIQUIDITY AND CAPITAL RESOURCES
                         -------------------------------

         The Company currently plans to satisfy its cash requirements for the
next 12 months by borrowing from affiliated company's








                                        18
<PAGE>
with common ownership or control and believes it can satisfy its cash
requirements so long as it is able to obtain financing from these affiliated
companies. The Company currently expects that money borrowed will be used during
the next 12 months to satisfy the Company's operating costs, professional fees
and for general corporate purposes. The Company has also been exploring
alternative financing sources. 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.

         The Company will use its limited personnel and financial resources in
connection with seeking new business opportunities, including seeking an
acquisition or merger with an operating company. It may be expected that
entering into a new business opportunity or business combination will involve
the issuance of a substantial number of restricted shares of common stock. If
such additional restricted shares of common stock are issued, the shareholders
will experience a dilution in their ownership interest in the Company. If a
substantial number of restricted shares are issued in connection with a business
combination, a change in control may be expected to occur.

         As of August 31, 2005, the Company had current assets consisting of
cash or cash equivalents in the amount of $101. As of August 31, 2005, the
Company had current liabilities consisting of accounts payable and accrued
expenses, debenture payable, short term notes payable and lines of credit in the
amount of $743,640.

         During the three-month period ended August 31, 2005, the Company
generated cash from financing activities in the amount of $0 consisting compared
to ($13,405) during the three-month period ended August 31, 2004 which consisted
of payments on short term notes payable.

         In connection with the plan to seek new business opportunities and/or
effecting a business combination, the Company may determine to seek to raise
funds from the sale of restricted stock or debt securities. The Company has no
agreements to issue any debt or equity securities and cannot predict whether
equity or debt financing will become available at acceptable terms, if at all.

         There are no limitations in the certificate of incorporation on the
Company's ability to borrow funds or raise funds through the issuance of
restricted common stock to effect a




















                                        19
<PAGE>
business combination. The Company's limited resources and lack of recent
operating history may make it difficult to borrow funds or raise capital. Such
inability to borrow funds or raise funds through the issuance of restricted
common stock required to effect or facilitate a business combination may have a
material adverse effect on the Company's financial condition and future
prospects, including the ability to complete a business combination. To the
extent that debt financing ultimately proves to be available, any borrowing will
subject the Company to various risks traditionally associated with indebtedness,
including the risks of interest rate fluctuations and insufficiency of cash flow
to pay principal and interest, including debt of an acquired business.

                               PLAN OF OPERATIONS
                               ------------------

         The Company does not have any ongoing business operations or revenue
sources. The Board of Directors of the Company has determined that, subject to
stockholder approval, the best course of action for the Company is to complete a
business combination with an existing business. Accordingly, the Company's
remaining operations will be limited to business combination with an existing
business.

         On June 15, 2005, the Company entered into a letter of intent ("LOI")
to acquire Victory Petroleum, Inc., a Florida corporation and 27 affiliated
entities (collectively, "Victory"). The LOI was subsequently amended to extend
the deadline for the execution of definitive agreements until August 15, 2005.
The LOI was again amended extending the deadline for the execution of definitive
agreements until September 30, 2005. As reported by the Company on Form 8-K
dated October 3, 2005, the definitive agreements were not executed by the
September 30th 2005 deadline and, as such, the potential transaction with
Victory is void.

                               RECENT DEVELOPMENTS
                               -------------------

         On June 1, 2005, the Company changed the transfer agent for our shares
of beneficial interest from Corporate Stock Transfer, 3200 Cherry Creek Drive
South, Suite 430, Denver, CO 80209 to 1st Global Stock Transfer, LLC, 7361
Prairie Falcon Road, Suite 110, Las Vegas, NV 89128. 1st Global now serves as
our transfer agent.

         On June 17, 2005, 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: the Company
















                                        20
<PAGE>
decreased its authorized common stock from 20,000,000,000 to 900,000,000 shares;
decreased its authorized preferred stock from 200,000,000 to 20,000,000; engaged
in a 1:10 reverse stock split of its common stock, decreasing the Company's
issued and outstanding common stock from 783,667,072 to 78,366,672; and the
approval of the Amended and Restated Articles of Incorporation. An amended and
Restated Certificate of Incorporation was filed with the Delaware Secretary of
State on June 17, 2005.

         On July 19, 2005, the Company entered into an Anti-Dilution Agreement
with Christopher Astrom and Richard Astrom whereby Messrs. Astrom are guaranteed
that their stock ownership percentage in the Company will not drop below 51%.

         As of October 17, 2005, the Company is finalizing a rescission of the
Share for Share Exchange Agreement between the Company and Bedrock Holdings,
Inc. which share exchange agreement was closed on May 26, 2005.

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.


















                                        21
<PAGE>
RISKS RELATED TO THE COMPANY'S FINANCIAL CONDITION AND BUSINESS MODEL

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

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

THE COMPANY HAS RECEIVED A GOING CONCERN OPINION FROM ITS AUDITORS

The Company's consolidated financial statements have been prepared on the
assumption that the Company will continue as a going concern. The Company's
independent auditors have issued a report that includes an explanatory paragraph
stating the Company's lack of revenue generating activities and substantial
operating deficits, among other things, raise substantial doubt about the
Company's ability to continue as a going concern.

THE COMPANY CURRENTLY HAS NO OPERATIONS

The Company has had no or limited operations since March 20, 2002.

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























                                        22
<PAGE>
ownership interest in a publicly registered company without incurring the cost
and time required to conduct an initial public offering. Such an acquisition
candidate will, however, incur significant legal and accounting costs in
connection with an acquisition of the Company, including the costs of preparing
current and periodic reports, various agreements and other documents.

RISKS RELATED TO LEGAL UNCERTAINTIES

THE COMPANY MAY FACE LITIGATION FOR ISSUING SECURITIES IN VIOLATION OF SECTION 5
OF THE SECURITIES ACT

         Section 5 of the Securities Act prohibits the sale of securities absent
an effective registration statement being filed with the SEC, unless an
exemption from registration applies. On August 27, 2001, the Company's former
parent, Acquisition Corp., offered the Acquisition Corp. Debentures. The
Acquisition Corp. Debentures were exchanged for the VAOM Debentures, and the
shares of the Company's common stock underlying the converted portion of the
VAOM Debentures were sold by the holders of the VAOM Debentures. This series of
transactions was performed in a manner thought to be exempt from the
registration requirements of Section 5 of the Securities Act. However, the
requirements of the exemptions relied on do not appear to have been satisfied.

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





















                                       23
<PAGE>
         As of the date of this report, the Company has not received $425,450 in
additional proceeds from the sale of debentures and has $400,202 in VAOM
Debentures outstanding. The Company has no plans to issue additional VAOM
Debentures for any amounts not yet received and has no plans to permit
outstanding VAOM Debentures to be converted.

THE COMPANY MAY NOT BE ABLE TO RAISE ADDITIONAL CAPITAL

         There can be no assurance that the Company will be able to raise
additional capital on a debt or equity basis, or to obtain mortgage financing.

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

OTHER RISKS

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

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























                                       24
<PAGE>
THE COMPANY MAY BE SUBJECT TO PENNY STOCK REGULATIONS AND REQUIREMENTS FOR LOW
PRICED STOCK

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

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

         The Company's common stock currently trades on the OTC Bulletin Board.
Stocks trading on the OTC Bulletin Board generally attract a smaller number of
market makers and a less active public market and may be subject to significant
volatility. If the Company raises additional capital from the sale of the
Company's common stock, the market price could drop and the ability of investors
to sell the Company's common stock could be diminished. Additionally, should the
Company obtain the approval of its stockholders to increase the authorized
shares of the Company's common stock, the holders of the VAOM Debentures will be
able to convert the VAOM Debentures into common stock, thus further increasing
the number of shares of the Company's common stock outstanding. The issuance of
shares of the Company's common 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


















                                       25
<PAGE>
the effectiveness of the Company's disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the
period covered by this quarterly report on Form 10-QSB. Based on that
evaluation, Christopher Astrom determined that he and Richard Astrom, the
Company's only two directors and officers, are the only individuals involved in
the Company's disclosure process. The Company has no specific procedures in
place for processing and assembling information to be disclosed in the Company's
periodic reports. The Company's system is designed so that information is
retained by the Company and relayed to counsel as it becomes available. The
Company currently functions only as a shell corporation as it has no revenues,
significant assets or independent operations and plans to establish more
reliable disclosure controls and procedures before merging or entering into any
other business combination with another company. The Company's Chief Executive
Officer and Chief Financial Officer believes that, as of the end of the period
covered by this report, the Company's disclosure controls and procedures are
effective to ensure that information required to be disclosed by the Company in
the reports that it filed or submits under the Exchange Act is recorded,
processed, summarized and reported, within the required time periods. Further,
the company believes that, given its size, an extensive disclosure controls and
procedures system is not necessary.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

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

                                     PART II
                                OTHER INFORMATION

Item 1.  Legal Proceedings

         The Company is not a party to any pending legal proceedings nor is any
of the Company's property the subject of any pending legal proceedings.

         At about the time the Company discontinued its business in 1983, it
experienced adverse litigation, and judgments were rendered against the Company.
In official records of Broward and Palm Beach counties in the State of Florida,
the persons holding



















                                       26
<PAGE>
judgments did not recertify or refile their judgments within the time limits as
required by Florida statutes. The Company is not able to determine whether the
above would have a material impact on its condensed consolidated financial
statements.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

         none

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 4.  Submission of Matters to a Vote of Securities Holders

         On June 17, 2005, the Company filed an information statement on
Schedule 14C with the SEC relating to the following items:

         (a) Shareholders' approval of an amendment to the Company's amended
Certificate of Incorporation reflecting:

                  (i) a reverse split of the Company's Common Stock on a one (1)
share for ten (10) shares basis, effective June 17, 2005, and (ii) an adjustment
in the total authorized capital stock to 920,000,000 shares, of which
900,000,000 will be classified as common stock, par value $0.0000001 per share,
and 20,000,000 will be classified as Preferred Stock, par value $0.0000001 per
share, issuable in series with such powers, designations, preferences and
relative, participating, optional or other specific rights, and qualifications,
limitations or restrictions thereof, as the Board may fix from time to time by
resolution or resolutions.

         On June 6, 2005 shareholders owning in the aggregate 400,005,550 shares
of Common Stock or approximately 51.4% of the then issued and outstanding Common
Stock consented in writing to the matters described herein. As a result, these
matters were approved by the majority required by law and no further votes were
needed.

         The Company filed an amendment to its Certificate of Incorporation
incorporating the changes disclosed in the information

















                                       27
<PAGE>
statement with the Delaware Secretary of State on June 17, 2005. No other
stockholders voted for or against these actions.

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.

REGISTRATION OF SECURITIES

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

Additionally, it is the SEC's view that promoters and affiliates of a blank
check company may resell their securities only in a



















                                       28
<PAGE>
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 Statement on
         Schedule 14C filed April 1, 2004).

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

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

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

4.2      Certificate of Designation of Series A Preferred Stock filed November
         5, 2001 (previously filed as Exhibit 2.3 to the Company's quarterly
         report on Form 10-QSB filed on January 18, 2002).

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

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

(b) Reports on Form 8-K:

         (1) A current report on Form 8-K was filed with the SEC on June 20,
2005 reporting that on June 15, 2005 the Company executed a letter of intent to
acquire Victory Petroleum, Inc., a Florida corporation and 27 affiliated
entities.















                                       29
<PAGE>
         (2) A current report on Form 8-K was filed with the SEC on June 23,
2005 reporting that, pursuant to the short-from merger statute, on June 22,
2005, Bedrock Holdings, Inc., a wholly owned subsidiary of the Company was
merged with and into the Company.

         (3) A current report on Form 8-K was filed with the SEC on July 18,
2005 reporting the execution of an addendum to the letter of intent to acquire
Victory Petroleum, Inc., a Florida corporation and 27 affiliated entities
(collectively, "Victory") which was originally executed on June 15, 2005. The
addendum extends the deadline for the execution of definitive agreements until
August 15, 2005.

         (4) A current report on Form 8-K was filed with the SEC on July 20,
2005 reporting that on July 19, 2005 the Company entered into an Anti-Dilution
Agreement with Christopher Astrom and Richard Astrom whereby Messrs. Astrom were
guaranteed that their stock ownership percentage in the Company will not drop
below 51%

         (5) A current report on Form 8-K/A was filed with the SEC on August 5,
2005 amending the Company's Report on Form 8-K dated June 22, 2005, which was
filed on June 23, 2005 to include the financial statements and pro forma
financial information required by Item 9.01 of Form 8-K.

         (6) A current report on Form 8-K was filed with the SEC on August 16,
2005 reporting the execution of an addendum to the letter of intent to acquire
Victory Petroleum, Inc. which was originally executed on June 15, 2005 and which
was extended on July 15, 2005. The addendum extends the deadline for the
execution of definitive agreements until September 30, 2005.

         (7) A current report on Form 8-K was filed with the SEC on October 3,
2005 reporting that the definitive agreements with Victory Petroleum, Inc. were
not executed by the September 30th 2005 deadline and, as such, the potential
transaction with Victory is void.

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.





















                                       30
<PAGE>
CAPITAL SOLUTIONS I, INC.

Date:  October 11, 2005

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


















































                                       31