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

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

                                   FORM 10-QSB

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

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

                                     0-9879
                            (COMMISSION FILE NUMBER)

                FOR THE QUARTERLY PERIOD ENDED FEBRUARY 29, 2004

                                       OR

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

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


                       VACATION OWNERSHIP MARKETING, INC.

             (Exact Name of Registrant as Specified in its Charter)


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

                                  6915 RED ROAD
                                   SUITE #222

                           CORAL GABLES, FLORIDA 33143
                                 (305) 666-6565

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

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

         Check whether the Registrant (1) has filed all reports required by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the Registrant was required to file
such reports) and (2) has been subject to such filing requirements for the past
90 days: Yes |X| No |_|

         As of April 13, 2004, there were 61,110,595 shares of the
Registrant's Common Stock, $0.001 par value per share, outstanding.

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



                                        1
<PAGE>
                       VACATION OWNERSHIP MARKETING, INC.
                FOR THE QUARTERLY PERIOD ENDED FEBRUARY 29, 2003

                                TABLE OF CONTENTS

                                                                           PAGE
                                                                           ----

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

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

        ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION...16

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

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

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

        ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS...................25

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

        ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.........25

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

        ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K............................26



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


















                                        2
<PAGE>
                       VACATION OWNERSHIP MARKETING, INC.
                           CONSOLIDATED BALANCE SHEET
                                FEBRUARY 29, 2004
                                   (UNAUDITED)

                                      ASSET


CURRENT ASSETS
     Cash and cash equivalents                                           $1,426
                                                                      ----------
TOTAL ASSETS                                                             $1,426
                                                                      ==========


        LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS' EQUITY (DEFICIT)


CURRENT LIABILITIES
     Accounts payable and accrued expenses                             $139,073
     Debentures payable                                                 400,202
     Short-term notes and advances payable                               40,650
                                                                      ----------

         TOTAL LIABILITIES                                              579,925
                                                                      ----------

TEMPORARY EQUITY                                                              0
                                                                      ----------

STOCKHOLDERS' EQUITY (DEFICIT)
     Preferred stock, $.001 par value, 10,000,000 shares
       authorized, 2,500,000 shares issued and outstanding                2,500
     Common stock, $.001 par value, 1,000,000,000 shares
       authorized and 61,110,595 shares issued and outstanding           61,111
     Additional paid-in capital                                         155,203
     Accumulated deficit                                               (797,313)
                                                                      ----------

         TOTAL STOCKHOLDERS' EQUITY                                    (578,499)
                                                                      ----------

TOTAL LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS' EQUITY
(DEFICIT)                                                                $1,426
                                                                      ==========











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

                                        3
<PAGE>
                       VACATION OWNERSHIP MARKETING, INC.
                 CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
        FOR THE NINE MONTHS AND THREE MONTHS ENDED FEBRUARY 29, 2004 AND
                                FEBRUARY 28, 2003

<TABLE>
<CAPTION>
                                                                NINE MONTHS ENDED                       THREE MONTHS ENDED
                                                     February 29, 2004    February 28, 2003   February 29, 2004    February 28, 2003
                                                     -----------------    -----------------   -----------------    -----------------
OPERATING REVENUE
<S>                                                                <C>                  <C>                 <C>                  <C>
     Revenue                                                       $0                   $0                  $0                   $0


COST OF REVENUES                                                    0                    0                   0                    0
                                                     -----------------    -----------------   -----------------    -----------------

GROSS PROFIT                                                        0                    0                   0                    0
                                                     -----------------    -----------------   -----------------    -----------------

OPERATING EXPENSES
     Professional fees                                          7,615               46,307               7,435               33,747
     Accounting and audit fees                                 10,500                7,000               3,500                3,500
     Stock transfer fees                                        1,110                3,603                 885                3,603
     Administrative and Other                                   1,444                  255               1,371                  255
                                                     -----------------    -----------------   -----------------    -----------------
         TOTAL OPERATING EXPENSES                              20,669               57,165              13,191               41,105
                                                     -----------------    -----------------   -----------------    -----------------

LOSS BEFORE OTHER (EXPENSE)                                   (20,669)             (57,165)            (13,191)             (41,105)

OTHER (EXPENSE)
     Interest expense                                         (24,012)             (16,008)             (8,004)              (8,004)
                                                     -----------------    -----------------   -----------------    -----------------
         TOTAL OTHER (EXPENSE)                                (24,012)             (16,008)             (8,004)              (8,004)
                                                     -----------------    -----------------   -----------------    -----------------

NET LOSS BEFORE PROVISION FOR INCOME TAXES                    (44,681)             (73,173)            (21,195)             (49,109)
PROVISION FOR INCOME TAXES                                          0                    0                   0                    0
                                                     -----------------    -----------------   -----------------    -----------------

NET LOSS APPLICABLE TO COMMON SHARES                         ($44,681)            ($73,173)           ($21,195)            ($49,109)
                                                     =================    =================   =================    =================

NET LOSS PER BASIC AND DILUTED SHARES                       ($0.00073)           ($0.00237)          ($0.00035)           ($0.00098)
                                                     =================    =================   =================    =================

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING       61,110,595           30,855,024          61,110,595           50,000,000
                                                     =================    =================   =================    =================
</TABLE>






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

                                        4
<PAGE>
                       VACATION OWNERSHIP MARKETING, INC.
       STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (UNAUDITED)
        FOR THE NINE MONTHS ENDED FEBRUARY 29, 2004 AND FEBRUARY 28, 2003

<TABLE>
<CAPTION>
                                           PREFERRED STOCK           COMMON STOCK         ADDITIONAL       ACCUMULATED
                                          SHARES      AMOUNT      SHARES       AMOUNT   PAID-IN CAPITAL      DEFICIT       TOTAL
                                        ----------  ----------  -----------  ---------  ----------------  -------------  -----------
<S>                                     <C>            <C>         <C>           <C>            <C>         <C>          <C>
BALANCE, MAY 31, 2002                   2,500,000      $2,500      770,000       $770           $56,303     ($680,297)   ($620,724)

  Reclassification of shares to
    permanent stockholder's equity
    (deficit)                                   0           0   49,230,000     49,230            51,086             0      100,316

  Net loss for nine months ended
    February 28, 2003                           0           0            0          0                 0       (85,222)     (85,222)
                                        ----------  ----------  -----------  ---------  ----------------  -------------  -----------

BALANCE, FEBRUARY 28, 2003              2,500,000      $2,500   50,000,000    $50,000          $107,389     ($765,519)   ($605,630)
                                        ==========  ==========  ===========  =========  ================  =============  ===========

BALANCE, MAY 31, 2003                   2,500,000      $2,500   50,000,000    $50,000          $107,389     ($752,632)   ($592,743)

  Reclassification of short-term notes
    to equity                                   0           0            0          0            36,285             0       36,285

  Reclassification of shares to
    permanent stockholder's equity
    (deficit)                                   0           0   11,110,595     11,111            11,529             0       22,640

  Net loss for nine months ended
    February 29, 2004                           0           0            0          0                 0       (44,681)     (44,681)
                                        ----------  ----------  -----------  ---------  ----------------  -------------  -----------

BALANCE, FEBRUARY 29, 2004              2,500,000      $2,500   61,110,595    $61,111          $155,203     ($797,313)   ($578,499)
                                        ==========  ==========  ===========  =========  ================  =============  ===========
</TABLE>


















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

                                        5
<PAGE>
                       VACATION OWNERSHIP MARKETING, INC.
              STATEMENT OF CHANGES IN TEMPORARY EQUITY (UNAUDITED)
        FOR THE NINE MONTHS ENDED FEBRUARY 29, 2004 AND FEBRUARY 28, 2003

<TABLE>
<CAPTION>
                                                                                                   ADDITIONAL
                                               PREFERRED STOCK               COMMON STOCK           PAID-IN
                                            SHARES        AMOUNT         SHARES        AMOUNT       CAPITAL          TOTAL
                                        ------------- -------------  ------------- -------------  -------------  -------------
<S>                                      <C>           <C>            <C>           <C>            <C>            <C>
BALANCE, MAY 31, 2002                              0            $0     60,340,522       $60,341        $62,615       $122,956

Reclassification of shares to
permanent stockholders' equity
(deficit)                                          0             0    (33,740,522)      (33,741)       (62,615)       (96,356)
                                        ------------- -------------  ------------- -------------  -------------  -------------

BALANCE, FEBRUARY 28, 2003                         0            $0     26,600,000       $26,600          $0.00        $26,600
                                        ============= =============  ============= =============  =============  =============

BALANCE, MAY 31, 2003
                                                   0             $0     11,110,595       $11,111        $11,529        $22,640

Reclassification of shares to
permanent stockholders' equity
(deficit)                                          0             0    (11,110,595)      (11,111)       (11,529)       (22,640)
                                        ------------- -------------  ------------- -------------  -------------  -------------

BALANCE, FEBRUARY 29, 2004                         0            $0              0            $0             $0             $0
                                        ============= =============  ============= =============  =============  =============
</TABLE>
























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

                                        6
<PAGE>
                       VACATION OWNERSHIP MARKETING, INC.
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
        FOR THE NINE MONTHS ENDED FEBRUARY 29, 2004 AND FEBRUARY 28, 2003

<TABLE>
<CAPTION>
                                                                      2004            2003
                                                                ---------------  ---------------
<S>                                                                   <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net Loss                                                         ($44,681)        ($85,222)
                                                                ---------------  ---------------

ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH (USED IN)
   OPERATING ACTIVITIES:
CHANGES IN ASSETS AND LIABILITIES:
   Increase in accounts payable and accrued expenses                    34,512            8,512
                                                                ---------------  ---------------
         TOTAL ADJUSTMENTS                                              34,512            8,512
                                                                ---------------  ---------------

         NET CASH USED IN OPERATING ACTIVITIES                         (10,169)         (76,710)
                                                                ---------------  ---------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Net Proceeds from short-term notes payable and advances              10,950           77,260
                                                                ---------------  ---------------


         NET CASH PROVIDED BY FINANCING ACTIVITIES                      10,950           77,260
         -----------------------------------------              ===============  ===============


NET INCREASE IN CASH AND CASH EQUIVALENTS                                  781              550

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                            645              224
                                                                ---------------  ---------------

CASH AND CASH EQUIVALENTS - END OF PERIOD                               $1,426             $774
                                                                ===============  ===============

SUPPLEMENTAL DISCLOSURE OF NON-CASH INFORMATION

   Short-term notes converted to equity                                $36,285               $0
                                                                ===============  ===============
</TABLE>











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

                                        7
<PAGE>
                       VACATION OWNERSHIP MARKETING, INC.
               NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
                     FEBRUARY 29, 2004 AND FEBRUARY 28, 2003

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

         The condensed unaudited interim financial statements included herein
         have been prepared by 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 financial statements
         prepared in accordance with accounting principles generally accepted in
         the United States of America have been condensed or omitted as allowed
         by such rules and regulations, and the Company believes that the
         disclosures are adequate to make the information presented not
         misleading. It is suggested that these condensed financial statements
         be read in conjunction with the May 31, 2003 audited consolidated
         financial statements and the accompanying notes thereto. While
         management believes the procedures followed in preparing these
         condensed financial statements are reasonable, the accuracy of the
         amounts are in some respects dependent upon the facts that will exist,
         and procedures that will be accomplished by the Company later in the
         year.

         The management of the Company believes that the accompanying unaudited
         condensed financial statements contain all adjustments (including
         normal recurring adjustments) necessary to present fairly the
         operations, changes in stockholders' equity (deficit), temporary equity
         for 2004 and 2003, and cash flows for the periods presented.

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

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

         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 million to 750,000. Additionally, the authorized
         shares of common stock increased from 15 million to 50 million and the
         authorized shares of preferred stock increased from 1 million to 10
         million.

                                        8
<PAGE>
                       VACATION OWNERSHIP MARKETING, INC.
               NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
                                   (CONTINUED)
                     FEBRUARY 29, 2004 AND FEBRUARY 28, 2003

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

         On August 29, 2001, Acquisition Corp. entered into a stock purchase
         agreement with the then shareholders of Encore Builders, Inc. ("Encore
         Builders"), a Florida corporation (the "Encore Stock Purchase
         Agreement") to purchase all of the capital stock of Encore Builders in
         such a manner that Encore Builders became a wholly-owned subsidiary of
         Acquisition Corp. Acquisition Corp. purchased all 100 issued and
         outstanding shares of stock for $1 and purchased 900 newly issued
         Encore Builders shares for $470,000 approximately $4,550 of which was
         paid in cash and $465,500 of which was paid in the form of a Promissory
         Demand Note). Additionally, for $1 the Company purchased from
         Acquisition Corp., 9,000 shares of Acquisition Corp.'s newly issued
         stock and Acquisition Corp. at this time became a wholly-owned
         subsidiary of the Company. All rights and obligations of Acquisition
         Corp., Encore Builders or any other entity owned by them became binding
         upon the Company as of August 29, 2001.

         On March 20, 2002, the President of Encore Builders and another officer
         of Encore Builders resigned from the Company. After their resignations,
         the Company's stock issued to them was put on hold by the transfer
         agent. The Company is attempting to have those shares cancelled
         (184,944 shares). Encore Builders is no longer a wholly-owned
         subsidiary of the Company as of March 21, 2002 as the Company returned
         the Encore Builders stock to the former owners.

         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
         Delaware Secretary of State on January 22, 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 a financial
         institution that is insured by the Federal Deposit Insurance
         Corporation up to $100,000.

                                        9
<PAGE>
                       VACATION OWNERSHIP MARKETING, INC.
               NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
                                   (CONTINUED)
                     FEBRUARY 29, 2004 AND FEBRUARY 28, 2003

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

         SEGMENTS OF BUSINESS
         --------------------

         The Company 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 29, 2001, the Company had
         established a new business segment, Encore Builders. On March 21, 2002
         the Company disposed of its wholly-owned subsidiary Encore Builders.
         The Company is actively in search of a replacement subsidiary
         specializing in the areas that Encore Builders had previously provided
         for the Company (See Note 7).

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

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

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

         The Company had no revenues for the nine months ended February 29, 2004
         and February 28, 2003.

         Prior to this period of time, the Company's former wholly owned
         subsidiary, Encore Builders stated that it used the percentage of
         completion method to account for its construction contracts before it
         was acquired by the Company. However, Encore Builders' management was
         unaware of the differences between the percentage of completion method
         and the completed contract method and was recognizing revenue as it was
         received. Encore Builders' management made no critical estimates with
         respect to any jobs in progress, and had no jobs in progress and no
         accounts receivable at December 31, 2000 and 1999. After the Company
         acquired Encore Builders, the Company changed the summary of
         significant accounting policies footnote to show the Company's use of
         the completed contract method, deemed by the Company's management to be
         the appropriate method under the circumstances.

         The completed-contract method recognizes income only when the contract
         is completed, or substantially so. Accordingly, costs of contract in
         process and current billings are accumulated but there are no interim
         charges or credits to income other than provisions for losses. A
         contract may be regarded as substantially completed if remaining costs
         are not significant in amount.

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

                                       10
<PAGE>
                       VACATION OWNERSHIP MARKETING, INC.
               NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
                                   (CONTINUED)
                     FEBRUARY 29, 2004 AND FEBRUARY 28, 2003

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 carry forward of net operating losses have
         been offset by a valuation allowance due to the uncertainty of the
         realization of these tax assets.

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

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

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

         The Company has elected to follow ("SFAS 123"), "Accounting for
         Stock-Based Compensation". SFAS 123 requires companies to provide a
         pro-forma disclosure of net income and earnings per share. The
         accounting for both fixed and variable awards is compensation expense
         at least equal to a defined minimum value over the service period. SFAS
         123 measures compensation with reference to "fair value", which equals
         the sum of three elements; intrinsic value, time value of money, and
         time value associated with the stock's volatility. There was no
         compensation for this Company cash or stock for these periods.

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

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







                                       11
<PAGE>
                       VACATION OWNERSHIP MARKETING, INC.
               NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
                                   (CONTINUED)
                     FEBRUARY 29, 2004 AND FEBRUARY 28, 2003


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:

                                                      2004            2003
                                                ---------------  -------------
         Net Loss                                   $  (44,681)    $  (85,222)


         Weighted-average common shares
         Outstanding (Basic)                       611,110,595     30,855,024


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

         Weighted-average common shares
         Outstanding (Basic)                       611,110,595     30,855,024
                                                ===============  =============

         There are no options and warrants outstanding to purchase stock at
         February 29, 2004 and February 28, 2003.

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

         The Company has outstanding convertible debentures at February 29, 2004
         in the amount of $400,202. These debentures accrue interest at 8% per
         annum. These debentures mature along with the related interest at
         August 27, 2003. The debentures are convertible at the investors'
         discretion pursuant to the convertible debenture agreement. (See Note
         1)


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

         The Company had reflected on its condensed balance sheet a temporary
         equity account for the issuance of VAOM Common Stock issued above their
         prior authorized limit of 50,000,000 shares. The Company, during the
         fiscal year ended May 31, 2002, issued 60,340,595 common shares that
         had been recorded in temporary equity as of May 31, 2002. As of May 31,
         2002, all the shares issued in connection with the conversion of the
         debentures had been reclassified as temporary equity and all 60,340,595
         shares reclassified as temporary equity were issued in connection with
         the conversion of the debentures.

                                       12
<PAGE>
                       VACATION OWNERSHIP MARKETING, INC.
               NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
                                   (CONTINUED)
                     FEBRUARY 29, 2004 AND FEBRUARY 28, 2003


NOTE 4 - TEMPORARY EQUITY (CONTINUED)
         ----------------------------

         Of the common shares that have been recorded as temporary equity during
         fiscal year 2002, 11,110,595 common shares were issued in excess of the
         Company's authorized limit of 50 million at that time. The Company had
         reclassified the corresponding amounts from permanent equity (deficit)
         accordingly as of May 31, 2002.

         On January 21, 2004, in lieu of an annual meeting of the stockholders
         the Company's majority stockholder approved the increase of the
         authorized common stock of the Company to 1,000,000,000 shares. With
         the increasing of the authorized shares, the Company transferred the
         11,110,595 shares in temporary equity to permanent stockholders'
         equity. As of February 29, 2004, there are no amounts in temporary
         equity.


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

         At February 29, 2004, the Company had two classes of stock, preferred
         and common stock, each having a par value of $.001.

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

         On August 23, 2001, the Company increased its authorized shares to
         10,000,000 from 1,000,000 and during the year ended May 31, 2002 the
         Company issued 2,500,000 shares of preferred stock. The Company
         recorded an expense of $25,000 which was the fair value of the stock
         traded on November 5, 2001, the date the preferred shares were issued,
         at $.01 per share. There has been no activity with this class of stock
         since that date.

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

         On August 23, 2001 a 1:20 reverse stock split of the Company's 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.

         On August 31, 2001, the Company issued 20,000 shares of common stock to
         a consultant. This was recorded at fair value of $.08 per share
         ($1,600).

         On January 21, 2004, in lieu of an annual meeting of the stockholders
         the Company's majority stockholder approved the increase of the
         authorized common stock of the Company to 1,000,000,000 shares. With
         the increasing of the authorized shares, the Company transferred the
         11,110,522 shares in temporary equity to permanent stockholders'
         equity. As of February 29, 2004, there are no amounts in temporary
         equity.

                                       13
<PAGE>
                       VACATION OWNERSHIP MARKETING, INC.
               NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
                                   (CONTINUED)
                     FEBRUARY 29, 2004 AND FEBRUARY 28, 2003


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

         During the year ended May 31, 2003, the Company had received a total of
         $65,985 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 payment of legal and professional
         fees on behalf of the Company. During the nine months ended February
         29, 2004, the Company had converted $36,285 of these advances to
         equity, and had advanced to them $10,950 net, and at February 29, 2004
         the balance outstanding is $40,650.

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

         As shown in the accompanying condensed financial statements the Company
         incurred net operating losses for the nine months ended February 29,
         2004 and 2003. The Company has no revenues to support itself.

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

NOTE 8 - CONTINGENCY / UNCERTAINTIES
         ---------------------------

         The Company, during the year ended May 31, 2002, issued 11,110,595
         common shares above its then authorized limit of 50 million shares.
         Additionally, the issuance of 60,340,595 shares for debenture
         conversions, interest expense and discounts on convertible debentures
         may not have been in compliance with the registration provisions of
         Section 5 of the Securities Act. The full impact of those events were
         unknown at that time. As of May 31, 2002, the Company had reserved
         $122,956 in temporary equity. (See Note 5) The $122,956 held in
         temporary equity as of May 31, 2002 was the reserve for the contingent
         liability should the debentures not be in compliance with Section 5 of
         the Securities Act. The Company considered the impact of FASB 5 and
         believes that this reserve reflected the potential and probable
         liability due. The amount of the temporary reserve as of May 31, 2002
         was derived substantially from the issuance of common stock and
         additional paid-in capital to convert the principal debentures of
         $44,348, the amount of amortized discount on debenture conversions
         $39,794, the amount of interest expense converted on the debentures of
         $1,927 and the amount of accrued expenses paid $36,887. The $122,956
         balance in temporary equity as of May 31, 2002 was reduced in November
         2002 to $22,640 for the reclassification of shares from temporary
         equity to permanent stockholders' equity (deficit), and no further
         reductions in temporary equity occurred until January 21, 2004 upon the
         approval of the Company's majority stockholder to increase the
         authorized common stock to 1,000,000,000 shares. With this consent, the
         temporary equity was reclassified to permanent stockholders' equity.

                                       14
<PAGE>
                       VACATION OWNERSHIP MARKETING, INC.
               NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
                                   (CONTINUED)
                     FEBRUARY 29, 2004 AND FEBRUARY 28, 2003

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 6, the Company from time to time has been advanced
         amounts either through short-term promissory notes, advances, or
         through the payment of legal and professional fees from affiliated
         companies. As of February 29, 2004, the Company has outstanding amounts
         due its affiliates of $40,650. Of this amount $11,000 is due National
         Residential Properties, Inc., $4,950 is due Prime Rate Investors, Inc.,
         and $24,700 is due Genesis Capital Corporation of Nevada.


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

         In March 2004, the Company, filed an Information Statement on Schedule
         14C with of the Securities and Exchange Commission (the "Information
         Statement"). The Information Statement contained two proposals.

         The first proposal is the merger of Capital Solutions, Inc. into the
         Company. Should this merger become effective, the Company will restate
         its Articles of Incorporation increasing the common shares authorized
         from 1 billion to 20 billion and the preferred shares authorized from
         10 million to 200 million shares. In addition, the par value of the
         Company's classes of stock will be $.0000001 from $.001. This merger
         and the change in par value is not anticipated to have any material
         effect on the financial statements of the Company.

         The second proposal is to amend the Company's Articles of Incorporation
         to effect a 1 for 50 reverse split of the Company's common stock.











                                       15
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

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

OVERVIEW

         From 1983 until August 29, 2001, Vacation Ownership Marketing, Inc.
(the "COMPANY"), a Delaware corporation, was not engaged in any business. In
August 2001, the Company underwent several changes:

         o  Effective August 23, 2001, a 1:20 reverse stock split of the
            Company's common stock ("VAOM COMMON Stock") became effective.
            Pre-split, there were 15 million shares of VAOM Common Stock issued
            and outstanding; post-split, there were 750,000 shares of VAOM
            Common Stock issued and outstanding.

         o  Effective August 23, 2001, the Company amended its Certificate of
            Incorporation to increase the number of shares of VAOM Common Stock
            authorized from 15 million to 50 million and increase the number of
            shares of its preferred stock authorized from 1 million to 10
            million.

         o  On August 27, 2001, VAOW Acquisition Corp., a Delaware corporation
            ("ACQUISITION CORP.") purchased 492,480 shares (post-split) of VAOM
            Common Stock from Peter Porath, Peter Porath and Ann Porath, Prime
            Rate Income & Dividend, Inc, and Michael Schumacher for $350,000,
            pursuant to an agreement dated August 27, 2001. At the time, these
            sellers were significant holders of the Company's capital stock and
            Peter Porath was one of the Company's directors.

         o  On August 27, 2001, Acquisition Corp. entered into an escrow
            agreement with the sellers mentioned above and Ann Porath, Esq., as
            the escrow agent, pursuant to which $50,000 was escrowed for 60 days
            as security for the indemnifications given by the sellers mentioned
            above under the stock purchase agreement.

         o  In contemplation of the financing of the foregoing acquisition, on
            August 27, 2001, Acquisition Corp. obtained a loan from certain
            accredited investors evidenced by its 8% Series A $1,000,000 Senior
            Subordinated Convertible Redeemable Debentures (the "ACQUISITION
            CORP. DEBENTURES"). The Acquisition Corp. Debentures were offered
            pursuant to an exemption from Section 5 of the Securities Act of
            1933, as amended (the "SECURITIES ACT"). The ability to rely on this
            exemption has since been called into question.

         o  The Acquisition Corp. Debentures were convertible into Acquisition
            Corp.'s common stock ("ACQUISITION CORP. COMMON STOCK") from time to
            time. Thereafter, as contemplated by the stock purchase agreement,
            and for services rendered, Acquisition Corp. issued 15,000 shares
            each of VAOM Common Stock (which it then owned) to Messrs. Porath
            and Michael Schumacher, and subsequently the Company issued 20,000
            shares of VAOM Common Stock to NevWest Securities Corporation.

         o  Prior to the reorganization of Acquisition Corp. described below,
            Acquisition Corp.'s capital structure consisted of 10 million shares
            of Acquisition Corp. Common Stock, of which 1,000 shares were issued
            and outstanding and were held by Christopher Astrom (600 shares) and
            Braulio Gutierrez (400 shares).

         o  On August 28, 2001, Acquisition Corp. declared a stock dividend of
            shares of VAOM Common Stock owned by it to Christopher Astrom
            (277,492 shares) and Braulio Gutierrez (184,994 shares), who, at

                                       16
<PAGE>
            that time, were the sole stockholders of Acquisition Corp. As a
            result of this stock dividend, Christopher Astrom became the owner
            of 277,492 shares of VAOM Common Stock, and Braulio Gutierrez became
            the owner of 184,994 shares of VAOM Common Stock on September 4,
            2001, the date they received their stock certificates.

         o  On August 29, 2001, Acquisition Corp. entered into an agreement with
            Christopher Astrom and Braulio Gutierrez, who were then the sole
            stockholders of Encore Builders, Inc. ("ENCORE BUILDERS") and with
            Encore Builders, to purchase Encore Builders' common stock ("ENCORE
            BUILDERS COMMON Stock"). Encore Builders was at the time a general
            contractor in the business of building multi-family residential
            apartment units. Acquisition Corp. purchased all of the issued and
            outstanding Encore Builders Common Stock from its two stockholders
            for $1 and 900 shares of Encore Builders Common Stock from Encore
            Builders for $470,000. Approximately $4,550 was paid in cash and
            $465,450 was paid in the form of a promissory demand note.

         o  On August 29, 2001, the Company purchased from Acquisition Corp.
            9,000 newly issued shares of Acquisition Corp. Common Stock (in
            excess of the 1,000 already owned by Christopher Astrom and Braulio
            Gutierrez) for $1.

         o  Subsequently, Acquisition Corp. was merged into the Company via a
            "short-form" merger pursuant to Sections 251 and 253 of the Delaware
            General Corporation Law, which permit a corporation of which at
            least 90% of the stock of each class is owned by a parent company,
            to be merged into the parent company without stockholder approval.
            Pursuant to this merger, and by operation of law, the Company
            assumed all of the rights and obligations of Acquisition Corp. Thus,
            (a) Encore Builders became the Company's wholly-owned subsidiary,
            (b) all of the issued and outstanding shares of Acquisition Corp.
            Common Stock owned by Messrs. Astrom and Gutierrez (i.e., 1,000
            shares) were surrendered by them to, and were canceled by, the
            Company, (c) all of the issued and outstanding shares of the
            Acquisition Corp. Common Stock owned by the Company were canceled by
            the Company, and (d) the Acquisition Corp. Debentures were
            surrendered to the Company, canceled, and new debentures (the "VAOM
            DEBENTURES"), identical to the Acquisition Corp. Debentures were
            issued by the Company to the holders of the Acquisition Corp.
            Debentures.

         o  Subsequently, the holders of the VAOM Debentures exercised their
            rights to convert the VAOM Debentures into VAOM Common Stock. As a
            result of the conversion, coupled with the decrease in the trading
            price of VAOM Common Stock, investors were entitled to more shares
            of VAOM Common Stock than were authorized.

         o  The debentures were issued, exchanged and converted pursuant to
            exemptions from Section 5 of the Securities Act. The ability to rely
            on these exemptions has since been called into question.

         o  The Company's ability to rely on exemptions from the registration
            requirements of Section 5 relating to the issuance, exchange and
            conversion of the debentures has been called into question. It
            appears the Company may have violated Section 5. Section 13 of the
            Securities Act provides that no action shall be maintained for
            offering or selling securities in violation of Section 5 unless that
            action is brought within one year of the date of the violation. The
            risk of possible rescission compelled the Company to record all
            possible claims within one year from the date of previous reports as
            temporary equity, rather than permanent equity. One year has passed
            from the initial placement and conversion of the VAOM Debentures.
            All shares of VAOM Common Stock were sold by holders of the VAOM
            Debentures following conversion. This occurred during the period
            beginning on October 4, 2001 and ending on December 19, 2001. As of
            the date of this report, there have been no actions filed against
            the Company based upon a violation of Section 5. Because the statute
            of limitations has run, it is unlikely that these

                                       17
<PAGE>
            holders of VAOM Common Stock will file an action against the
            Company. However, any such action maintained against the Company
            could have a substantial impact on the Company's liquidity as the
            Company currently has no revenues. As such, the Company could not
            afford to offer rescission.

         o  On November 5, 2001, the Company designated 2.5 million shares of
            its preferred stock as Series A Preferred Stock and issued them to
            Christopher Astrom, an officer, director and principal stockholder
            of the Company. Each share of the Series A Preferred Stock is
            convertible into one hundred (100) shares of VAOM Common Stock and
            has a vote equivalent to one share of VAOM Common Stock. However,
            because the Company has issued shares of VAOM Common Stock in excess
            of the amount authorized, Christopher Astrom may not currently
            convert the Series A Preferred Stock held by him into VAOM Common
            Stock.

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

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

         o  On December 22, 2003, the Company filed and mailed to its
            stockholders an Information Statement on Schedule 14C relating to
            stockholder approval of the following actions: (i) to elect the
            Company's directors; (ii) to amend the Company's Certificate of
            Incorporation to increase the number of authorized shares of VAOM
            Common Stock; (iii) to cure, ratify and authorize the issuance of
            VAOM

                                       18
<PAGE>
            Common Stock issued in excess of the Company's authorized amount;
            (iv) to ratify the assignment of the Encore Builders Common Stock;
            and (v) to amend and restate the Company's Certificate of
            Incorporation. The Company's majority stockholder approved these
            actions and the Company filed an Amended and Restated Certificate of
            Incorporation with the Delaware Secretary of State on January 22,
            2004.

         o  The Company currently functions only as a shell corporation as it
            has no revenues, significant assets or independent operations.

ENCORE BUILDERS

         Encore Builders, the Company's former wholly-owned subsidiary, was
engaged in the construction of the Conquistador Plaza Apartments in Miami,
Florida, pursuant to a lump sum construction contract with Conquistador Plaza,
dated January 30, 2001, for a fixed price of $3,111,289. This project was funded
by Conquistador Plaza through a mortgage in the principal amount of
approximately $4.6 million provided by First Housing Development Corporation of
Florida, Inc. Encore Builders was paid on a construction draw-down basis as it
completed its work. The construction contract between Encore Builders and
Conquistador Plaza provided that the construction would be completed by October
29, 2001, and further provided for liquidated damages payable by Encore Builders
to Conquistador Plaza in the amount of $1,395.50 per day for each day after
October 29, 2001, that the project was not completed.

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

         As the Company had purchased all the issued shares of Encore Builders
Common Stock but had not purchased the balance of the authorized capital stock
of Encore Builders, and in light of the dispute regarding construction delays on
the construction project, the Company and Encore Builders decided to separate
the businesses. On March 20, 2002, Braulio Gutierrez, who was then President and
a director of the Company, and Braulio Gutierrez's sister, Patricia Gutierrez,
who was then Vice President, Treasurer and a director of the Company, resigned
from the Company. Christopher Astrom, a principal stockholder and a director of
the Company, replaced Braulio Gutierrez as President. Subsequently, the Company
assigned to Braulio Gutierrez the Company's Encore Builders Common Stock. It was
anticipated that Braulio Gutierrez would assign to the Company his shares of
VAOM Common Stock. The Company has fulfilled its obligations to Braulio
Gutierrez, but Mr. Gutierrez has yet to deliver stock certificates representing
his shares of VAOM Common Stock. The transfer agent has put a hold on this VAOM
Common Stock until this matter is resolved. As a result of the separation of
Encore Builders from the Company, other issues may arise. For example, it is
possible that approval from the Company's stockholders was required in order to
assign the Encore Builders Common Stock to Braulio Gutierrez. If so, the
transaction could be challenged by the Company's stockholders who could seek to
undo the transaction and compel the Company to obtain the assigned Encore
Builders Common Stock. It is, however, unclear given its value whether the
Encore Builders Common Stock is worth any legal expense. If the Company's
stockholders did file a derivative suit on behalf of the Company, the Company
would also have to bear the costs of such a suit. Any such action could have a
substantial impact on the Company's liquidity, and as the Company currently has
no revenues, could substantially and negatively impact the Company's capital
resources.

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

OUTLOOK

                                       19
<PAGE>
         The Company has had no operating business since on or about March 20,
2002. The Company intends to explore other business opportunities. There can be
no assurance that the Company will be able to find any suitable business
opportunity. Suitable business opportunities may include those presented to the
Company by persons or firms desiring to seek the perceived advantages of a
corporation registered under the Securities Exchange Act of 1934, as amended
(the "EXCHANGE ACT"). The Company will not restrict its search to any specific
business, industry, or geographic location and the Company may participate in a
business venture of virtually any kind or nature.

         The Company has, and will continue to have, little or no capital with
which to provide the owners of business opportunities any significant cash or
other assets. However, management believes the Company will be able to offer
owners of acquisition candidates the opportunity to acquire a controlling
ownership interest in a publicly registered company without incurring the cost
and time required to conduct an initial public offering. Any such acquisition
candidate will, however, incur significant legal and accounting costs in
connection with an acquisition of the Company, including the costs of preparing
current reports on Form 8-K and periodic reports on Form 10-Q or 10-QSB and Form
10-K or 10-KSB, various agreements and other documents. The Exchange Act
specifically requires that any merger or acquisition candidate comply with all
applicable reporting requirements, which include providing audited financial
statements within the numerous filings relevant to complying with the Exchange
Act. The officers and directors of the Company have not conducted market
research and are not aware of statistical data which would support the perceived
benefits of a merger or acquisition transaction for the owners of a business
opportunity. Additionally, the Company believes it will not be able to engage in
a business combination transaction until the overissuance of VAOM Common Stock
is cured and the Company increases the authorized number of shares of VAOM
Common Stock.

PLAN OF OPERATIONS

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

RECENT ACCOUNTING PRONOUNCEMENTS

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

CRITICAL ACCOUNTING ESTIMATES

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

SUBSEQUENT EVENTS

         On December 22, 2003, the Company filed an information statement on
Schedule 14C with the SEC relating to the following items:

         o  to elect two directors;

         o  to approve an amendment to the Company's Certificate of
            Incorporation to increase the number of authorized shares of common
            stock and accordingly increase the total number of authorized shares
            of all classes of stock the Company is authorized to issue;

         o  to cure, ratify and authorize the issuance of common stock issued in
            excess of the Company's authorized amount;

         o  to ratify the assignment of the common stock of the Company's former
            subsidiary, Encore Builders; and

         o  to amend and restate the Company's Certificate of Incorporation.

         The Company's majority stockholder, Christopher Astrom, approved these
actions by written consent and the Company filed an Amended and Restated
Certificate of Incorporation incorporating the changes disclosed in the
information statement with the Delaware Secretary of State on January 22, 2004.


                                       20
<PAGE>
                                  RISK FACTORS

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

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

The Company's Liquidity is Limited and It May Not Be Able to Obtain Sufficient
Funds to Fund Its Business

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

The Company Has Received a Going Concern Opinion from Its Auditors

         The Company's consolidated financial statements have been prepared on
the assumption that the Company will continue as a going concern. The Company's
independent auditors have issued a report dated July 31, 2003, that includes an
explanatory paragraph stating the Company's lack of revenue generating
activities and substantial operating deficits, among other things, raise
substantial doubt about the Company's ability to continue as a going concern.

The Company Currently Has No Operations

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

It May Be Difficult to Consummate a Merger or Acquisition With a Private Entity

         The Company expects its purpose will include locating and consummating
a merger or acquisition with a private entity. The Company anticipates that the
selection of a business opportunity in which to participate will be complex and
extremely risky. The Company has, and will continue to have, little or no
capital with which to provide the owners of business opportunities any
significant cash or other assets. However, management believes the Company will
be able to offer owners of acquisition candidates the opportunity to acquire a
controlling ownership interest in a publicly registered company without
incurring the cost and time required to conduct an initial public offering. Such
an acquisition candidate will, however, incur significant legal and accounting
costs in connection with an acquisition of the Company, including the costs of
preparing current and periodic reports, various agreements and other documents.








                                       21
<PAGE>
RISKS RELATED TO LEGAL UNCERTAINTIES

The Company May Face Litigation for Issuing Securities in Violation of Section 5
of the Securities Act

         Section 5 of the Securities Act prohibits the sale of securities absent
an effective registration statement being filed with the SEC, unless an
exemption from registration applies. On August 27, 2001, the Company's former
parent, Acquisition Corp., offered the Acquisition Corp. Debentures. The
Acquisition Corp. Debentures were exchanged for the VAOM Debentures, and the
shares of VAOM 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 VAOM 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. One year
has passed from the initial placement of the VAOM Debentures and the related
conversions into VAOM 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
VAOM 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.































                                       22
<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 VAOM Common Stock to be issued upon conversion of the VAOM
Debentures that are currently outstanding and has no plans to complete the
issuance of the VAOM Debentures. Although debentures matured on August 27, 2003,
the Company also does not plan to pay principal or interest owed thereunder
until the Company can obtain additional funding through the sale of its equity
securities. The holders of the outstanding debentures have been orally apprised
of the Company's determination. Given the foregoing, the Company could face
litigation by the holders of the VAOM Debentures seeking to enforce the
Company's obligations thereunder. As the Company currently has almost no assets,
the Company would have to incur further indebtedness to pay any legal costs
resulting from litigation. This would likely have a substantial negative impact
on the Company's capital resources and would also negatively affect the
Company's liquidity.

OTHER RISKS

The Company's Stock Price Has Declined Significantly and May Not Recover

         The trading price of VAOM Common Stock has declined significantly since
approximately October 2001. The market for VAOM Common Stock is essentially
non-existent and there can be no assurance of a change in the immediate future.

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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 VAOM Common Stock
as currently traded on the OTC Bulletin Board, VAOM 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

         VAOM 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 VAOM
Common Stock, the market price could drop and the ability of investors to sell
VAOM Common Stock could be diminished.

ITEM 3.  CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

         Based on their evaluation of the Company's disclosure controls and
procedures conducted as of the end of the period covered by this report on Form
10-QSB, Christopher Astrom, the Company's Chief Executive Officer and Chief
Financial Officer, has concluded 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. The Company intends to establish more reliable
disclosure controls and procedures when merging or entering into any other
business combination with another company.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

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


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<PAGE>
                                     PART II

                                OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

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

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

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         The Company's Certificate of Incorporation, as amended, currently
authorizes the issuance of up to 1 billion shares of VAOM Common Stock.

         On December 22, 2003, the Company filed an information statement on
Schedule 14C with the SEC relating to the approval of an increase in the number
of shares of authorized VAOM Common Stock, among other things. The Company's
majority shareholder approved these actions and the Company filed an Amended and
Restated Certificate of Incorporation with the Delaware Secretary of State on
January 22, 2004.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         See the discussion in Part I, Item 2 and "RISK FACTORS - Risks Related
to Legal Uncertainties" regarding the Company's determination not to provide
VAOM 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 SECURITY HOLDERS

         On December 22, 2003, the Company filed an information statement on
Schedule 14C with the SEC relating to the following items:

         o  to elect two directors;

         o  to approve an amendment to the Company's Certificate of
            Incorporation to increase the number of authorized shares of common
            stock and accordingly increase the total number of authorized shares
            of all classes of stock the Company is authorized to issue;

         o  to cure, ratify and authorize the issuance of common stock issued in
            excess of the Company's authorized amount;

         o  to ratify the assignment of the common stock of the Company's former
            subsidiary, Encore Builders; and

         o  to amend and restate the Company's Certificate of Incorporation.

         The Company's majority stockholder, Christopher Astrom, approved these
actions by written consent and the Company filed an Amended and Restated
Certificate of Incorporation incorporating the changes disclosed in the
information statement with the Delaware Secretary of State on January 22, 2004.


ITEM 5.  OTHER INFORMATION

GOING CONCERN

         The Company has incurred recurring operating losses and does not have
any revenue generating activities. These conditions raise substantial doubt
about the Company's ability to continue as a going concern. If at any time the
Company determines that it does not have sufficient cash in order to execute the
foregoing strategy, then the Company intends to endeavor to obtain additional
equity or other funding, if it is able do so. However, there can be no assurance
that the Company will be able to raise additional funding necessary to operate.
See "RISK FACTORS - Risks Related to the Company's Financial Condition and
Business Model".

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<PAGE>
REGISTRATION OF SECURITIES

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

         Additionally, it is the SEC's view that promoters and affiliates of a
blank check company may resell their securities only in a registered offering,
as Rule 144 promulgated under the Securities Act is not available. As such, the
Company believes that any resale of VAOM 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.

          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 of the Principal Executive Officer and
                    Principal Financial Officer pursuant to Rule 13a-14(a).

         32.1       Certification of the Principal Executive Officer and
                    Principal Financial Officer pursuant to 18 U.S.C. Section
                    1350.


(b) Reports on Form 8-K:

         No reports on Form 8-K were filed with the SEC during the quarter ended
February 29, 2004.

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<PAGE>
                                   SIGNATURES

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

                                           VACATION OWNERSHIP MARKETING, INC.

         Date:  April 14, 2004
                                           By:  /s/ CHRISTOPHER ASTROM
                                                --------------------------------
                                                    Christopher Astrom
                                                    Chief Executive Officer
                                                    Chief Financial Officer













































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