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


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

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



                                  FORM 10-QSB/A

      |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 AUGUST 31, 2002

                                       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)

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



         Indicate by check mark 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 1, 2003, 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|
--------------------------------------------------------------------------------
<PAGE>
                       VACATION OWNERSHIP MARKETING, INC.
                 FOR THE QUARTERLY PERIOD ENDED AUGUST 31, 2002
<TABLE>
<CAPTION>
                                TABLE OF CONTENTS

<S>                                                                                      <C>
PART I FINANCIAL INFORMATION............................................................  3
              ITEM 1.      Financial Statements.........................................  3
              ITEM 2.      Management's Discussion and Analysis or Plan of Operation.... 14
              RISK FACTORS ............................................................. 19
              ITEM 3.      Controls and Procedures...................................... 22
PART II  OTHER INFORMATION.............................................................. 23
              ITEM 1.      Legal Proceedings............................................ 23
              ITEM 2.      Changes In Securities And Use Of Proceeds.................... 23
              ITEM 3.      Defaults Upon Senior Securities.............................. 23
              ITEM 4.      Submission of Matters to a Vote of Security Holders.......... 23
              ITEM 5.      Other Information............................................ 23
              ITEM 6.      Exhibits And Reports On Form 8-K............................. 26
SIGNATURES    .......................................................................... 27
CERTIFICATION .......................................................................... 27
</TABLE>

         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. THESE
FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES. 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.

PURPOSE OF AMENDMENT

         The purpose of this amendment is to revise Item 2 of Part I, the
section entitled "RISK FACTORS" and Item 5 of Part II.




















                                      2
<PAGE>
                                     PART I
                             FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                      VACATION OWNERSHIP MARKETING, INC.
                                AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                 AUGUST 31, 2002
                                   (UNAUDITED)
CURRENT ASSET
   Cash and cash equivalents                                     $       224
                                                                 ------------

TOTAL ASSET                                                      $       224
                                                                 ============

        LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
   Accounts payable and accrued expenses                         $    97,794
   Loan payable                                                       24,060
   Debentures payable                                                400,202
                                                                 ------------

TOTAL LIABILITIES                                                    522,056
                                                                 ------------

TEMPORARY EQUITY
Common stock, $.001 par value, 60,340,522 shares issued and
outstanding                                                          122,956
                                                                 ------------

STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, $.001 par value, 10,000,000 and
  1,000,000 shares authorized, 2,500,000 shares issued
  and outstanding                                                      2,500
Common stock, $.001 par value, 50,000,000 shares authorized and
   770,073 shares issued and outstanding                                 770
Additional paid-in capital                                            56,303
Accumulated deficit                                                 (704,361)
                                                                 ------------

TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                (644,788)
                                                                 ------------

   TOTAL LIABILITIES, TEMPORARY EQUITY AND
        STOCKHOLDERS' EQUITY (DEFICIT)                           $       224
                                                                 ============



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





                                       3
<PAGE>
                       VACATION OWNERSHIP MARKETING, INC.
                                AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
               FOR THE THREE MONTHS ENDED AUGUST 31, 2002 AND 2001

                                                        2002            2001
                                                    -----------     -----------
REVENUES                                            $       -       $        -
                                                    -----------     -----------

EXPENSES
   Organization expenses                                     -         320,000
   Professional fees                                    12,560         135,669
   Accounting and audit fees                             3,500           4,638
   Stock transfer fees                                       -             777
   Administrative and other                              8,004              19
                                                    -----------     -----------

Total expenses                                          24,064         461,103
                                                    -----------     -----------

NET LOSS PER SHARE BASIC AND DILUTED                $  (24,064)     $ (461,103)
                                                    ===========     ===========

LOSS PER SHARE                                      $    (0.03)     $    (0.61)
                                                    ===========     ===========

WEIGHTED AVERAGE SHARES OUTSTANDING                    770,073         750,073
                                                    ===========     ===========





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























                                       4
<PAGE>
<TABLE>
<CAPTION>
                       VACATION OWNERSHIP MARKETING, INC.
                                AND SUBSIDIARIES
       STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (UNAUDITED)
               FOR THE THREE MONTHS ENDED AUGUST 31, 2002 AND 2001
                                                                               ADDITIONAL
                                  PREFERRED STOCK        COMMON STOCK           PAID-IN       ACCUMULATED
                                   SHARES    AMOUNT     SHARES      AMOUNT      CAPITAL         DEFICIT            TOTAL
                                 ---------  -------   ---------   ---------   ------------   --------------   --------------
<S>                              <C>        <C>         <C>       <C>         <C>            <C>              <C>
BALANCE, MAY 31, 2001                   -   $     -     750,000   $    750    $ 2,176,176    $ (2,182,602)    $      (5,676)
Cancellation of common shares
for recapitalization                    -         -    (492,486)      (492)           492                -                -
Recapitalization                        -         -     492,486        492     (2,144,445)       2,182,602           38,649
Issuance of stock for services          -         -      20,000         20          1,580                0            1,600
Net loss for the three months
ended August 31, 2001                   -         -           -          -              -         (461,103)        (461,103)
                                 ---------  -------   ---------   ---------   ------------   --------------   --------------

BALANCE, AUGUST 31, 2001                -   $     -     770,073   $    770    $    33,803    $    (461,103)    $   (426,530)
                                 =========  =======   =========   =========   ============   ==============   ==============

BALANCE, MAY 31, 2002            2,500,000  $ 2,500     770,073   $    770    $    56,303    $    (680,297)    $   (620,724)

Net loss for the three months
ended August 31, 2002                  -          -          -           -              -          (24,064)         (24,064)

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

BALANCE, AUGUST 31, 2002         2,500,000  $ 2,500     770,073   $    770    $    56,303    $    (704,361)    $   (644,788)
                                 =========  =======   =========   =========   ============   ==============   ==============
</TABLE>





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



















                                       5
<PAGE>
                       VACATION OWNERSHIP MARKETING, INC.
                                AND SUBSIDIARIES
              STATEMENT OF CHANGES IN TEMPORARY EQUITY (UNAUDITED)
                   FOR THE THREE MONTHS ENDED AUGUST 31, 2002



                                                            ADDITIONAL
                     PREFERRED STOCK      COMMON STOCK       PAID-IN
                     SHARES   AMOUNT    SHARES     AMOUNT    CAPITAL      TOTAL
                     ------ --------  ----------- --------  ----------  --------


Balance, May 31, 2002    -  $      -  60,340,595  $ 60,341   $ 62,615  $122,956


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


Balance, August 31,      -  $      -  60,340,595  $ 60,341  $ 62,615   $122,956
                     ====== ======== ============ ========  ====================


































                                       6
<PAGE>
                       VACATION OWNERSHIP MARKETING, INC.
                                AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
               FOR THE THREE MONTHS ENDED AUGUST 31, 2002 AND 2001



                                                        2002           2001
                                                    -----------    -----------
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                          $  (24,064)    $ (461,103)

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

ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH
  (USED IN) OPERATING ACTIVITIES:
  Common stock issued for services                           -          1,600

CHANGE IN LIABILITIES:
  Increase in accounts payable and accrued expenses          4         59,250
                                                    -----------    -----------
         TOTAL ADJUSTMENTS                                   4         60,850
                                                    -----------    -----------

         NET CASH USED IN OPERATING ACTIVITIES         (24,060)      (400,253)
                                                    -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from debentures                                   -        404,550
  Proceeds from loan payable                            24,060              -
                                                    -----------    -----------

          NET CASH PROVIDED BY FINANCING ACTIVITIES     24,060        404,550
                                                    -----------    -----------

NET INCREASE IN CASH AND CASH EQUIVALENTS                    -          4,297

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD            224             253
                                                    -----------    -----------

CASH AND CASH EQUIVALENTS - END OF PERIOD           $      224     $    4,550
                                                    ===========    ===========

SUPPLEMENTAL DISCLOSURE OF NONCASH INFORMATION               -     $    1,600
                                                    -----------    -----------
  Common Stock Issued for Services
                                                    -----------    -----------












                                       7
<PAGE>
                       VACATION OWNERSHIP MARKETING, INC.
                                AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                      AUGUST 31, 2002 AND 2001 (UNAUDITED)

NOTE 1-  ORGANIZATION AND BASIS OF PRESENTATION

         The condensed consolidated unaudited interim financial statements
         included herein have been prepared by Vacation Ownership Marketing,
         Inc. (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
         consolidated financial statements be read in conjunction with the May
         31, 2002 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 procedures that will be
         accomplished by the Company later in the year.

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

         The Company 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 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 stockholders for $350,000
         pursuant to a stock purchase agreement dated August 27, 2001.
         Simultaneously, the Company entered into an escrow agreement with these
         stockholders 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 (the "Acquisition Corp.
         Debentures").

         On August 29, 2001, Acquisition Corp. entered into a stock purchase
         agreement with the then stockholders of Encore Builders, Inc. ("Encore
         Builders") to purchase all 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 Encore Builders' common stock ("Encore Builders
         Common Stock") for $1 and purchased 900 newly issued shares of Encore
         Builders Common Stock for $470,000, approximately $4,550 of which was
         paid in cash and $465,450 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 the Company'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 and any other entity owned by them became binding upon the
         Company as of August 29, 2001.

         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 are 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. Pursuant to the merger, (a)
         Encore Builders became the
                                       8
<PAGE>
         Company's wholly-owned subsidiary, (b) all of the issued and
         outstanding shares of Acquisition Corp. Common Stock owned by
         Acquisition Corp.'s two stockholders was 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, identical to
         the Acquisition Corp. Debentures, which were convertible into
         authorized but unissued shares of VAOM Common Stock, were issued by the
         Company to the holders of the Acquisition Corp. Debentures.

         On November 5, 2001, the Company issued 2.5 million shares of Series A
         Convertible Preferred Stock to an officer. The fair value of this stock
         issued was $25,000.

         On March 20, 2002, the President of Encore Builders and another officer
         of Encore Builders resigned from the Company. The Company authorized
         its transfer agent to cancel, rescind and void all the VAOM Common
         Stock issued to the former President of the Company. The transfer agent
         has put a hold on the 184,994 shares until this matter is resolved.
         (See Note 11)

NOTE 2-  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         PRINCIPLES OF CONSOLIDATION

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

         USE OF ESTIMATES

         The preparation of financial statements in conformity with accounting
         principles generally accepted in the United States of America requires
         management to make estimates and assumptions that affect the reported
         amounts of assets and liabilities and disclosures of contingent assets
         and liabilities at the date of the financial statements and the
         reported amounts of revenues and expenses during the reporting period.
         Actual results could differ from those estimates.

         CASH AND CASH EQUIVALENTS

         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 equivalents.

         The Company maintains cash and cash equivalent balances at a financial
         institution which is insured by the Federal Deposit Insurance
         Corporation up to $100,000.

         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 stockholders. 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.

         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.

                                       9
<PAGE>
         FAIR VALUE OF FINANCIAL INSTRUMENTS

         Financial Accounting Standards Board ("FASB") issued Statement of
         Financial Accounting Standards No. 107 ("SFAS 107"), "Disclosures About
         Fair Value of Financial Instruments". SFAS 107 requires disclosure of
         fair value information about financial instruments when it is practical
         to estimate that value. The carrying amount of Company's cash and cash
         equivalents approximates their estimated fair values due to their
         short-term maturities.

         STOCK-BASED COMPENSATION

         The Company has elected to follow Statement of Financial Accounting
         Standards No. 123 ("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.

         COMPREHENSIVE INCOME

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

         INCOME TAXES

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

         REVENUE AND COST RECOGNITION

         The Company used the completed-contract method to account for its
         long-term construction type contracts from August 29, 2001 through
         March 21, 2002.

         The completed-contract method recognizes income only when the contract
         is completed, or substantially so. Accordingly, costs of contracts 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. The Company after March 21, 2002
         disposed of its wholly-owned subsidiary that was in the long-term
         construction business. Currently it has no business revenues.

         EARNINGS (LOSS) PER SHARE OF COMMON STOCK

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

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

                                       10
<PAGE>
                                                 AUGUST 31,       AUGUST 31,
                                                    2002             2001
                                                 ----------       ----------

Net loss                                          $(24,064)       $(461,103)
                                                 ----------       ----------
Weighted-average common shares outstanding
  (Basic)                                           770,073          750,073
Weighted-average common stock equivalents:
  Stock options
                                                          -                -
  Warrants
                                                          -                -
Weighted-average common shares outstanding
  (Diluted)                                         770,073          750,073
                                                 ==========       ==========

NOTE 3-         GOING CONCERN

                As shown in the accompanying condensed consolidated financial
                statements, the Company incurred net losses for the three months
                ended August 31, 2002 and 2001.

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

                In view of these matters, continuing, as a going concern is
                dependent upon the Company's ability to meet its financing
                requirements, raise additional capital, and the success of its
                future operations and securing 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 4-         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 recertify or refile 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 condensed consolidated financial statements.

NOTE 5-         CONTINGENCY/UNCERTAINTY

                The Company in the quarter ended February 28, 2002, issued
                common stock above the Company's authorized amount. The full
                impact of this over-issuance is unknown at this time. However,
                the Company had recorded at February 28, 2002, $122,956 of
                temporary equity. This amount remains on the books at August 31,
                2002 until this matter is resolved. This account acts as a
                reserve for capital that the Company may be required to repay.
                (See Note 6)

NOTE 6-         TEMPORARY EQUITY

                The Company has recorded on its balance sheet as a temporary
                equity account for those securities issued that may not be in
                compliance with the registration provisions of Section 5 of the
                Securities Act of 1933, as amended, and for the issuance of
                common stock issued above its authorized amount. All related
                amounts that were previously included in common stock and
                additional paid-in capital of the permanent stockholders' equity
                (deficit) section have been reclassified to temporary equity as
                their redemption may

                                       11
<PAGE>-
                not be solely within the control of the issuer. Substantially
                all the shares issued in connection with the conversion of
                debentures have been reclassified as temporary equity.

NOTE 7-         STOCKHOLDERS' DEFICIT

                The Company issued 20,000 shares of VAOM Common Stock to a
                consultant at fair market value $.08 per share on August 31,
                2001 ($1,600).

                The Company issued 2.5 million shares of its Preferred Stock to
                an officer at fair value on November 5, 2001 ($25,000).

                The Company has issued 60,340,522 shares of VAOM Common Stock
                that have been classified as temporary equity. (See Note 6). Out
                of those 60,340,522 million shares, 11,110,595 common shares
                were also issued in excess of the Company's authorized limit of
                50 million shares. The Company has reclassified the
                corresponding amounts from permanent equity (deficit) to
                temporary equity.

NOTE 8-         LOAN PAYABLE

                The Company received $24,060 in interest-free advances from an
                affiliate from June 1, 2002 through August 31, 2002. This loan
                is payable on demand.

NOTE 9-         CONVERTIBLE DEBENTURES PAYABLE

                The Company has convertible debentures outstanding at August 31,
                2002 in the amount of $400,202. These debentures accrue interest
                at 8% per annum. These debentures mature along with the related
                interest until the maturity date of August 27, 2003. The
                debentures are convertible at the investors' discretion pursuant
                to the convertible debenture agreement.

NOTE 10-        RELATED PARTY TRANSACTIONS

                In August 2001, pursuant to a stock purchase agreement dated
                August 27, 2001, the Company's former owners sold 492,480 shares
                of VAOM common stock to the Company for $350,000.

                On August 27, 2001 Acquisition Corp. issued 15,000 shares of
                VAOM Common Stock each to Peter Porath, the Company's President
                and Chief Executive Officer at the time, and Michael Schumacher,
                the Company's Vice President at the time.

                On August 28, 2001, Acquisition Corp. declared a stock dividend
                of 462,486 shares of VAOM Common Stock to the new directors of
                the Company. The Company distributed the remaining 30,000 shares
                of VAOM Common Stock it owned to the former owners of the
                Company.

                On August 29, 2001, the Company purchased 9,000 newly issued
                shares of Acquisition Corp. Common Stock for $1. Christopher
                Astrom and Braulio Gutierrez were the two stockholders of
                Acquisition Corp. at the time and had also been granted a stock
                dividend giving them 37% and 25%, respectively, of VAOM Common
                Stock.

                On August 29, 2001, Acquisition Corp. entered into an agreement
                with Encore Builders and with Braulio Gutierrez and Christopher
                Astrom, the sole stockholders of Encore Builders to purchase
                Encore Builders Common Stock. At this time, one of the directors
                of Encore Builders, Christopher Astrom, was a principal
                stockholder and director of the Company. Encore Builders was
                engaged in the construction of the Conquistador Plaza Apartments
                in Miami, Florida, pursuant to a construction contract with
                Conquistador Plaza, Inc. ("Conquistador Plaza") dated January
                30, 2001. National Residential Properties, Inc., an affiliate of
                the Company, was the parent company of Conquistador Plaza. On
                March 20, 2002, Braulio Gutierrez, who was then the President
                and a director of the Company, and Braulio Gutierrez's sister,
                Patricia Gutierrez, who was then the Vice President, Treasurer,
                and a director of the Company, resigned from the


                                       12
<PAGE>
                Company. Subsequently the Company assigned to Braulio Gutierrez
                the Encore Builders Common Stock held by the Company and Braulio
                Gutierrez assigned to the Company his shares of VAOM Common
                Stock.

                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. Pursuant to the merger, the
                Company assumed all the rights and obligations of Acquisition
                Corp., which at the time was owned by Christopher Astrom and
                Braulio Gutierrez who also held 37% and 25%, respectively, of
                the outstanding VAOM Common Stock.

                The Company issued 2.5 million shares of its preferred stock to
                an officer during the year ended May 31, 2002. An expense of
                $25,000 was recognized, which represented the fair value of the
                stock on November 5, 2001.

                A loan in the amount of $115,057 by Braulio Gutierrez, the
                Company's former President, in favor of the Company, was
                transferred to Encore Builders when Encore Builders was
                separated from the Company.

                The Company has, from time to time, borrowed from its affiliate,
                National Residential Properties, Inc., to pay various
                organizational fees and professional fees, including accounting
                fees, attorneys fees and fees paid to the Company's transfer
                agent. National Residential Properties, Inc. is an affiliated
                entity of the Company. As of August 31, 2002, amounts due to
                National Residential Properties, Inc. are $24,060.

NOTE 11-        DISPOSAL OF BUSINESS

                On March 20, 2002 the President and another officer resigned
                their positions at the Company.

                On March 21, 2002 at a special meeting of the Board of
                Directors, the Company authorized its transfer agent to cancel,
                rescind and void all the VAOM Common Stock issued to the former
                President of the Company. The transfer agent has put a hold on
                the 184,994 shares until this matter is resolved.

                On March 21, 2002, the Company disposed of its only operating
                business entity, Encore Builders.

                A loan in the amount of $115,057 by Braulio Gutierrez, the
                Company's former President, in favor of the Company, was
                transferred to Encore Builders when Encore Builders was
                separated from the Company.








                                       13
<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,
         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 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.



                                       14
<PAGE>
     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. Encore Builders was at
         the time a general contractor in the business of building multi-family
         residential apartment units.

     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 are 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. The ramifications of this may
         entail a possible rescission offer to the stockholders affected within
         the past year. 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 has compelled the
         Company to record all possible claims within the past year as temporary
         equity, rather than permanent equity. While one year has passed from
         the initial placement of the VAOM Debentures, $44,348 of the VAOM
         Debentures were converted during the period beginning on September 24,
         2001 and ending on December 20, 2001. The holders of the VAOM
         Debentures converted $44,348 of the VAOM Debentures issued, $1,927 of
         interest paid and $36,887 of professional fees paid (a total of
         approximately $83,162) and received a total of 60,340,595 shares of
         VAOM Common Stock, with an average price of $.00137 per share. 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. The closing market
         prices during this time ranged from less than $.001 to $.510 per share.
         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 almost run, it is unlikely that a large portion of
         these holders of VAOM Common Stock will

                                       15
<PAGE>
         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
         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.
         For further discussion of this matter, see the discussion under
         "Liquidity and Capital Resources". 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 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   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 in
default of its construction contract.



                                       16
<PAGE>
         As the Company had purchased all the issued shares of Encore Builders
Common Stock but had not purchased the balance of the authorized capital stock
of Encore Builders and in light of the dispute regarding construction delays on
the construction project, the Company and Encore Builders decided to separate
the businesses. On March 20, 2002, Braulio Gutierrez, who was then President and
a director of the Company, and Braulio Gutierrez's sister, Patricia Gutierrez,
who was then Vice President, Treasurer and a director of the Company, resigned
from the Company. Christopher Astrom, a principal stockholder and a director of
the Company, replaced Braulio Gutierrez as President. Subsequently, the Company
assigned to Braulio Gutierrez the Company's Encore Builders Common Stock. It was
anticipated that Braulio Gutierrez would assign to the Company his shares of
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

         Without Encore Builders as its subsidiary, 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 geographical
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 with 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 and 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


                                       17
<PAGE>
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 disclosures that are
necessary and appropriate.







































                                       18
<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 September 6, 2002, 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

         Upon the resolution of certain legal uncertainties described below, 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 with 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.

RISKS RELATED TO LEGAL UNCERTAINTIES

The Company Believes It Has Violated Delaware State Law

         The Company's Certificate of Incorporation, as amended, currently
authorizes the issuance of up to 50 million shares of VAOM Common Stock. It has
come to the Company's attention that, as a result of the conversion of the VAOM
Debentures into VAOM Common Stock coupled with the decrease in the trading price
of VAOM Common Stock, investors were entitled to more shares of VAOM Common
Stock than authorized. As a result, as of April 1, 2003, the Company has
61,110,595 shares of VAOM Common Stock issued, which exceeds the number of
shares authorized.


                                       19
<PAGE>
Under the state law of Delaware, the issuance of VAOM Common Stock in excess of
the amount authorized may be voidable, but can be cured. It may be possible to
cure the overissuance by having the Company's board of directors approve an
amendment to the Company's Certificate of Incorporation so long as the Company's
stockholders agree. If this cannot be accomplished, then the Company may be
liable to the holders of the VAOM Common Stock issued in excess of the
authorized amount in an amount equal to 11,110,595 shares (the number of shares
issued in excess of the amount authorized) multiplied by the price each such
share was issued for (which ranged from approximately $.084 to $.0001 per
share). As trading has been halted on VAOM Common Stock, the overissuance,
together with the Company's inability to increase its authorized number of
shares has practically eliminated the Company's ability to raise capital. The
Company believes it will not be able to continue trading VAOM Common Stock,
increase its capital resources or engage in a business combination transaction
until the overissuance is cured and the Company increases the authorized number
of shares of VAOM Common Stock.

         Section 271 of the Delaware General Corporation Law provides that a
corporation may at a meeting of its board of directors sell all or substantially
all of its property and assets when and as authorized by a resolution adopted by
the holders of a majority of the outstanding stock of the corporation entitled
to vote on such a matter. 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. Subsequently, the Company assigned to
Braulio Gutierrez the Encore Builders Common Stock held by the Company. This
assignment may be deemed a sale of substantially all of the Company's property
and assets and may have required the approval of the Company's stockholders. By
not attaining stockholder approval, the Company may have violated Delaware state
law. 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. The Company intends to seek stockholder approval
to, among other things, ratify the assignment and provide a related information
statement on Schedule 14C to its stockholders shortly after the Company is
satisfied it has resolved any of the Securities and Exchange Commission's (the
"SEC") comments on such Schedule 14C.

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. If actions by the holders
of VAOM Common Stock received upon conversion of the VAOM Debentures are barred
by this statute of limitations, the Company can reclassify certain amounts from
temporary equity to permanent stockholder equity. While one year has passed from
the initial placement of the VAOM Debentures, $44,348 of the VAOM Debentures
issued, $1,927 of interest paid and $36,887 of professional fees (a total of
approximately $83,162) were converted during the period beginning on September
24, 2001 and ending on December 20, 2001. The holders of the VAOM Debentures
converted $44,348 of the VAOM Debentures issued, $1,927 of interest paid and
$36,887 of professional fees paid (a total of approximately $83,162) and
received a total of 60,340,595 shares of VAOM Common Stock, with an average
price of $.00137 per share. All shares of VAOM Common Stock issued upon
conversion of the VAOM Debentures 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. The closing market prices during this time
ranged from less than $.001 to $.510 per share. As of the date of this report,
there have been no actions

                                       20
<PAGE>
filed against the Company based upon a violation of Section 5. Because the
statute of limitations has almost run, it is unlikely that a large portion of
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 rescission offer to the stockholders
affected within the past year. Other possible ramifications include an
enforcement action by the SEC.

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

The Company May Not Be Able to Raise Additional Capital

         On December 12, 2001, the Company filed an information statement on
Schedule 14C with the SEC to increase the number of shares of authorized VAOM
Common Stock, among other things. The Company plans to seek stockholder approval
to increase the number of shares of authorized VAOM Common Stock and provide a
related information statement on Schedule 14C to its stockholders shortly after
the Company is satisfied it has resolved any of the SEC's comments on such
Schedule 14C. Pending resolution of this matter, the Company will not be able to
realize any proceeds from the sale of the VAOM Debentures, other debt, or
equity. Even if the Company were able to increase its authorized 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, to complete any of its
projects under development (should they be completed), or land purchased for
resale or development at a profit.

The Company May Be in Default of 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. 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 Rebound

         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.

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.



                                       21
<PAGE>
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. Additionally, should the Company obtain
the approval of its stockholders to increase the authorized shares of VAOM
Common Stock, the holders of the VAOM Debentures will be able to convert the
VAOM Debentures into VAOM Common Stock, thus further increasing the number of
shares of VAOM Common Stock outstanding. The issuance of shares of VAOM Common
Stock upon conversions of the VAOM Debentures may not only result in a
substantial number of shares of VAOM 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 VAOM Common Stock.

ITEM 3.  CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

         The Company's Chief Executive Officer and Chief Financial Officer,
Christopher Astrom, has reviewed and evaluated the effectiveness of the
Company's disclosure controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) as of a date within 90 days before the filing date of this
quarterly report. 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 or system in place for processing and assembling
information to be disclosed in the Company's periodic reports. Information is
retained by the Company and relayed to the Company's 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.

CHANGES IN INTERNAL CONTROLS

         There have been no significant changes in the Company's internal
controls or in other factors that could significantly affect the Company's
internal controls subsequent to the date of their evaluation during this
reporting period.
















                                       22
<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 50 million shares of VAOM Common Stock. It has
come to the Company's attention that, as a result of the conversion of the VAOM
Debentures into VAOM Common Stock coupled with the decrease in the trading price
of VAOM Common Stock, investors were entitled to more shares of VAOM Common
Stock than authorized. See "RISK FACTORS - Risks Related to Legal
Uncertainties".

         On December 12, 2001, the Company filed an information statement on
Schedule 14C with the SEC to increase the number of shares of authorized VAOM
Common Stock, among other things, but has not been able to obtain the SEC's
approval of the information statement nor, consequently, increase the number of
shares of authorized VAOM Common Stock. Pending resolution of this matter, the
Company will not be able to realize any proceeds from the sale of the VAOM
Debentures, other debt, or equity. See "RISK FACTORS - Risks Related to Legal
Uncertainties".

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         See the discussion in Part I, Item 2 and "RISK FACTORS - Risks Related
to Legal Uncertainties" regarding the Company's inability 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

         Not applicable.

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".



                                       23
<PAGE>
THE MARKET

         The Company is no longer involved in the construction industry and,
therefore, the construction market is not applicable to the Company. 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 to be included within the
numerous filings relevant to complying with the Exchange Act. The officers and
directors 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. The market for entering
into business opportunities presented to the Company by persons or firms
desiring to seek the perceived advantages of a corporation registered under the
Exchange Act may be limited in light of increased government regulation of
public companies, including the recently enacted Sarbanes-Oxley Act of 2002. See
"RISK FACTORS -- Risks Related to the Company's Financial Condition and Business
Model".

THE COMPETITION

         The Company does not have competition at this time as the Company has
had no operating business since on or about March 20, 2002.

LEGAL UNCERTAINTIES

         The Company faces significant legal uncertainties, as more fully
described in "RISK FACTORS - Risks Related to Legal Uncertainties".

EMPLOYEES

         Other than Christopher Astrom, who is the Chief Executive Officer and
Chief Financial Officer of the Company, and Richard Astrom, who is the Secretary
of the Company, the Company has no employees and does not anticipate hiring any
employees in the near future. Neither Christopher Astrom nor Richard Astrom have
received compensation for their employment during the Company's current fiscal
year.

RECENT SALES OF UNREGISTERED SECURITIES

         Pursuant to a securities subscription agreement, on August 27, 2001,
Acquisition Corp. issued the Acquisition Corp. Debentures to Sea Lion Investors
LLC, Equity Planners LLC and Myrtle Holdings LLC (together, the "Investors").
While the Company filed certain documents associated with this offering as
exhibits to its Exchange Act reports, and the Investors have been identified as
Suffern Investors LLC, Shea Holdings LLC and PEYU Holdings LLC, the Company has
subsequently received documentation from the Investors' counsel that Sea Lion
Investors LLC, Equity Planners LLC and Myrtle Holdings LLC are the correct names
of the Investors. Subsequently, Acquisition Corp. merged with and into the
Company. Pursuant to the merger, the Acquisition Corp. Debentures were
surrendered and canceled and the VAOM Debentures were issued by the Company to
the holders of the Acquisition Corp. Debentures. Pursuant to an assignment and
assumption agreement, the Company assumed all the conditions and obligations of
the subscription agreement and the Acquisition Corp. Debentures.

         The VAOM Debentures had a purchase price of $870,000. The official
title of the VAOM Debentures is "Vacation Ownership Marketing, Inc. 8% Series
SPA Senior Subordinated Convertible Redeemable Debentures due August 27, 2003".
The Investors were to receive an aggregate discount of $130,000, the difference
between the face value of the VAOM Debentures ($1 million) and the price paid
($870,000). Additionally, $36,887 in fees were paid to the Investors and $29,540
in fees owed to the Investors accrued (an aggregate of $66,427) in return for
the right to borrow funds, and $30,000 in consulting fees were paid to NevWest
Securities Corporation which provided consulting services. Other parties
involved in the issuance of the Acquisition Corp. Debentures and the VAOM
Debentures were Guy Stewart, attorney for the Company and Novack, Burnbaum and
Crystal, attorneys for the Investors. Guy Stewart received


                                       24
<PAGE>
approximately $30,000 and Novack, Burnbaum and Crystal received approximately
$30,000 for services rendered. In the second quarter ended November 30, 2001,
the Company plans to report amortization of discount on debenture conversions in
the amount of $39,223 and professional fees associated with debenture funding
and stock issuances of $30,200 not previously recognized. In the third quarter
ended February 28, 2002, the Company additionally plans to report $571 of
amortized interest on debenture conversions and $8,040 of additional accrued
interest.

         The Company received $444,550 from the proceeds of the sale of
debentures. The Company has not received $425,450 in additional proceeds from
the sale of debentures because the Company has exceeded its authorized shares
and the VAOM Debenture holders require the Company have sufficient VAOM Common
Stock available for issuance upon exercise of the VAOM Debentures issued to
them.

         The Company claimed the issuance of the Acquisition Corp. Debentures
was exempt from registration under Section 5 of the Securities Act pursuant to
Rule 504 of Regulation D promulgated under the Securities Act. The Company
relied on, among other things, its belief that (i) Acquisition Corp. was not
subject to the reporting requirements of Section 13 or Section 15(d) of the
Exchange Act, (ii) Acquisition Corp. was not an investment company, (iii)
Acquisition Corp. was not a development stage company with no specific business
plan other than to engage in a business combination with an unidentified
company, (iv) the dollar amount of the offering of the Acquisition Corp. Common
Stock would not exceed $1 million, (v) the Acquisition Corp. Common Stock would
be issued under a Colorado exemption that permitted general solicitation and
general advertising (so long as sales are made only to "accredited investors" as
that term is defined in Rule 501 promulgated under the Securities Act) and (vi)
the Investors represented themselves to be "accredited investors". The
requirements of this exemption do not appear to have been satisfied as a result
of the Company's subsequent merger with Acquisition Corp. The Company claimed
the issuance of the VAOM Debentures and the VAOM Common Stock issued upon
conversion of the VAOM Debentures was exempt from registration under Section 5
of the Securities Act pursuant to Section 3(a)(9) of the Securities Act. In
reaching this conclusion, the Company relied on an opinion rendered by its
former counsel opining to this effect and citing various SEC interpretations as
its basis.

         Any amount over $5,000 of the principal face amount of each of the VAOM
Debentures is, at the option of the holders, convertible into freely tradeable
shares of VAOM Common Stock at a conversion price for each share of VAOM Common
Stock equal to 70% of the lowest closing bid price of the VAOM Common Stock on
the trading day a notice of conversion is received by the Company. If the
conversion would require stockholder approval of the issuance, the Company is
required to take the necessary steps to seek such approval. Pursuant to the VAOM
Debentures, the Company is obligated to pay the Investors 8% interest per year
in the form of VAOM Common Stock. Pursuant to the subscription agreement,
notwithstanding the conversion rights listed in the VAOM Debentures, the
Investors and their affiliates may not convert any portion of the VAOM
Debentures that, together with any shares of VAOM Common Stock already owned by
the Investors, would result in beneficial ownership by the Investors and their
affiliates of more than 4.999% of the then issued and outstanding VAOM Common
Stock. See "RISK FACTORS - Risks Related to Legal Uncertainties".

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, or 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.
                                       25
<PAGE>
         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. o ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits:

Exhibit
Number                            Description
------                            -----------

  3.1    Certificate of Incorporation of the Company, as amended (previously
         filed as Exhibit 3.1 to the Company's annual report on Form 10-KSB
         filed October 4, 2002).
  3.2    Bylaws of the Company (previously filed as Exhibit 3.2 to the Company's
         annual report on Form 10-KSB filed October 4, 2002).
  4.1    8% Series A Senior Subordinated Convertible Redeemable Debentures Due
         August 27, 2003 (previously filed as Exhibit 4.1 to 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 Form 10-QSB filed on
         January 18, 2002).

(b) Reports on Form 8-K:

         No reports on Form 8-K were filed with the SEC during the quarter ended
         August 31, 2002.






























                                       26
<PAGE>
                                   SIGNATURES


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

                          VACATION OWNERSHIP MARKETING, INC.

Date:     April 4, 2003   By:  /s/ Christopher Astrom
                               ------------------------------------------------
                                           Christopher Astrom
                                        Chief Executive Officer
                          Chief Financial Officer(Principal Financial Officer)

                                  CERTIFICATION

         The undersigned, in his capacity as an officer of Vacation Ownership
Marketing, Inc. provides the following certification required by 18 U.S.C.
Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002, and 17 C.F.R.ss.240.13a-14.

I, Christopher Astrom, certify that:

         o    I have reviewed this quarterly report on Form 10-QSB/A of Vacation
              Ownership Marketing, Inc.;

         o    Based on my knowledge, this quarterly report does not contain any
              untrue statement of a material fact or omit to state a material
              fact necessary in order to make the statements made, in light of
              the circumstances under which such statements were made, not
              misleading with respect to the period covered by this annual
              report;

         o    Based on my knowledge, the financial statements, and other
              financial information included in this quarterly report, fairly
              present in all material respects the financial condition, results
              of operations and cash flows of Vacation Ownership Marketing, Inc.
              as of, and for, the periods presented in this annual report;

         o    I am responsible for establishing and maintaining "disclosure
              controls and procedures" (as defined in Exchange Act Rules 13a-14
              and 15d-14) and I have:

              o   designed such disclosure controls and procedures to ensure
                  that material information relating to Vacation Ownership
                  Marketing, Inc., including its consolidated subsidiaries, is
                  made known to me by others within those entities, particularly
                  during the period in which this quarterly report is being
                  prepared;

              o   evaluated the effectiveness of Vacation Ownership Marketing,
                  Inc.'s disclosure controls and procedures as of a date within
                  90 days prior to the filing date of this quarterly report (the
                  "Evaluation Date"); and

              o   presented in this quarterly report my conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on my evaluations as of the Evaluation Date;

                                       27
<PAGE>
         o    I have disclosed, based on my most recent evaluation, to Vacation
              Ownership Marketing, Inc.'s auditors and to the audit committee of
              the board of directors (or persons fulfilling the equivalent
              function):

              o   all significant deficiencies in the design or operation of
                  internal controls (a pre-existing term relating to internal
                  controls regarding financial reporting) which could adversely
                  affect Vacation Ownership Marketing, Inc.'s ability to record,
                  process, summarize and report financial data and have
                  identified for the issuer's auditors any material weakness in
                  internal controls; and

              o   any fraud, whether or not material, that involves management
                  or other employees who have a significant role in Vacation
                  Ownership Marketing, Inc.'s internal controls; and

         o    I have indicated in the report whether or not there were
              significant changes in internal controls or in other factors that
              could significantly affect internal controls subsequent to the
              date of my evaluation, including any corrective actions with
              regard to significant deficiencies and material weaknesses.

Dated:  April 4, 2003

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





























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