UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                        --------------------------------
                                   FORM 10-QSB
                        --------------------------------

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

                For The Quarterly Period Ended November 30, 2005

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

             For The Transition Period from __________ To _________

                          Commission file number 0-9879

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

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

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

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


         ---------------------------------------------------------------
              (Former Name, former address and former fiscal year,
                          if changed since last report)

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

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

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

Yes [ ]  No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

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

         As of January 12, 2006, there were 48,366,672 shares of the
Registrant's Common Stock, $0.0000001 par value per share, outstanding.

Transitional Small Business Disclosure Format Yes [ ] No [X]
<PAGE>
                            CAPITAL SOLUTIONS I, INC.
                FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2005
                                TABLE OF CONTENTS

                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.................................................  3

Item 2. Management's Discussion and Analysis or Plan of
Operation.................................................................... 16

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

                           PART II - OTHER INFORMATION

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

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.......... 26

Item 3. Defaults upon Senior Securities...................................... 26

Item 4. Submission of Matters to a Vote of Securities Holders................ 26

Item 5. Other Information.................................................... 27

Item 6. Exhibits and Reports on Form 8-K..................................... 27



























                                        2
<PAGE>
THIS REPORT CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND
UNCERTAINTIES. SUCH STATEMENTS ARE BASED ON CURRENT EXPECTATIONS, ASSUMPTIONS,
ESTIMATES AND PROJECTIONS ABOUT THE COMPANY AND ITS INDUSTRY. FORWARD-LOOKING
STATEMENTS ARE SUBJECT TO KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER
FACTORS THAT MAY CAUSE ACTUAL RESULTS, LEVELS OF ACTIVITY, PERFORMANCE,
ACHIEVEMENTS AND PROSPECTS TO BE MATERIALLY DIFFERENT FROM THOSE EXPRESSED OR
IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. THE COMPANY UNDERTAKES NO OBLIGATION
TO UPDATE PUBLICLY ANY FORWARD-LOOKING STATEMENTS FOR ANY REASON EVEN IF NEW
INFORMATION BECOMES AVAILABLE OR OTHER EVENTS OCCUR IN THE FUTURE.

                                     PART I
                              FINANCIAL INFORMATION

Item 1.  Financial Statements


                            CAPITAL SOLUTIONS I, INC.
             CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
               FOR THE SIX MONTHS ENDED NOVEMBER 30, 2005 AND 2004


        INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)





UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


     Balance Sheet as of November 30, 2005                                  4

     Statements of Operations for the Six Months and Three Months Ended
       November 30, 2005 and 2004                                           5

     Statements of Cash Flows for the Six Months Ended
       November 30, 2005 and 2004                                           6

     Notes to Condensed Consolidated Financial Statements                   7




















                                        3
<PAGE>
                            CAPITAL SOLUTIONS I, INC.
                CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
                                NOVEMBER 30, 2005


<TABLE>
<CAPTION>
                                     ASSETS
                                                                                       2005
                                                                                -------------------
<S>                                                                              <C>
CURRENT ASSETS
   Cash and cash equivalents                                                     $           1,813
                                                                                -------------------

              TOTAL CURRENT ASSETS                                                           1,813
                                                                                -------------------


TOTAL ASSETS                                                                     $           1,813
                                                                                ===================

                     LIABILITIES AND STOCKHOLDERS' (DEFICIT)


CURRENT LIABILITIES
   Accounts payable and accrued expenses                                         $         200,197
   Debentures payable                                                                      400,202
   Short-term notes payable and advances                                                    83,116
                                                                                -------------------

              TOTAL CURRENT LIABILITIES                                                    683,515
                                                                                -------------------

 STOCKHOLDERS' (DEFICIT)
   Preferred stock, $.0000001 par value, 20,000,000 shares
    authorized, 50,000 issued and outstanding at November 30, 2005
   Common stock, $.0000001 par value, 900,000,000 shares
    authorized, 48,366,672 issued and outstanding at November 30, 2005                           5
   Additional paid-in capital                                                              472,409
   Accumulated deficit                                                                  (1,154,116)
                                                                                -------------------

              TOTAL STOCKHOLDERS' (DEFICIT)                                               (681,702)
                                                                                -------------------

TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)                                    $           1,813
                                                                                ===================
</TABLE>







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

                                        4
<PAGE>
                            CAPITAL SOLUTIONS I, INC.
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
      FOR THE SIX MONTHS AND THREE MONTHS ENDED NOVEMBER 30, 2005 AND 2004

<TABLE>
<CAPTION>
                                                                       SIX MONTHS ENDED           THREE MONTHS ENDED
                                                                 NOVEMBER 30,   NOVEMBER 30,   NOVEMBER 30,  NOVEMBER 30,
                                                                    2005           2004           2005          2004
                                                                 ------------   ------------   ------------  -------------
<S>                                                              <C>            <C>            <C>           <C>
OPERATING REVENUES
   Revenue                                                        $        -     $        -     $        -    $         -

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

GROSS PROFIT                                                               -              -              -              -

OPERATING EXPENSES
   Professional fees and consulting                                      864         50,000            864              -
   Accounting and audit fees                                               -          5,000              -          5,000
   Equipment rental                                                        -            793              -              -
   Payroll expenses                                                        -            758              -              -
   Stock transfer fees                                                   165          3,167            165            188
   Administrative and other                                              162            870            126            441
                                                                 ------------   ------------   ------------  -------------
            TOTAL OPERATING EXPENSES                                   1,191         60,588          1,155          5,629
                                                                 ------------   ------------   ------------  -------------

TOTAL OPERATING EXPENSES                                              (1,191)       (60,588)        (1,155)        (5,629)
                                                                 ------------   ------------   ------------  -------------

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

(LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES                (17,199)       (76,596)        (9,159)       (13,633)
   Provision for income taxes                                              -              -              -              -
                                                                 ------------   ------------   ------------  -------------

(LOSS) FROM CONTINUING OPERATIONS                                 $  (17,199)    $  (76,596)    $   (9,159)   $   (13,633)
                                                                 ------------   ------------   ------------  -------------

DISCONTINUED OPERATIONS
   (Loss) on disposal                                             $  (21,000)    $        -     $  (21,000)   $         -
                                                                 ------------   ------------   ------------  -------------

NET LOSS FROM OPERATIONS                                          $  (38,199)    $  (76,596)    $  (30,159)   $   (13,633)
                                                                 ============   ============   ============  =============

NET LOSS FROM CONTINUING
OPERATIONS PER SHARE                                              $  (0.0004)    $  (0.0012)    $  (0.0003)   $   (0.0001)
                                                                 ============   ============   ============  =============

NET LOSS FROM DISCONTINUED
OPERATIONS PER SHARE                                              $  (0.0004)    $        -     $  (0.0007)   $         -
                                                                 ============   ============   ============  =============

WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING                                                48,366,672     63,305,657     31,619,440    251,222,628
                                                                 ============   ============   ============  =============
</TABLE>


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

                                        5
<PAGE>
                            CAPITAL SOLUTIONS I, INC.
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
               FOR THE SIX MONTHS ENDED NOVEMBER 30, 2005 AND 2004




<TABLE>
<CAPTION>
                                                                           2005            2004
                                                                       --------------  --------------
<S>                                                                     <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Continuing Operations:
Net Loss                                                                $    (17,199)   $    (76,596)
                                                                       --------------  --------------

Adjustments to reconcile net change in net assets resulting
   from operations to net change used for operations:
  Goodwill impairment                                                         91,970               -
  Issuance of common stock - fees                                                 -          50,000

Changes in assets and liabilities
   Increase in accounts payable and accrued expenses                          16,008          11,008
                                                                       --------------  --------------
      Total adjustments                                                       16,008          61,008
                                                                       --------------  --------------

      Net cash (used in) operating activities - continuing operations         90,779         (15,588)
                                                                       --------------  --------------

Discontinued Operations:
(Loss) on discontinued operations                                            (21,000)              -
                                                                       --------------  --------------

Net Cash (used in) Operating Activities - discontinuing operations           (21,000)              -
                                                                       --------------  --------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Continuing Operations:
   Purchase of investments                                                        26               -
                                                                       --------------  --------------

      Net cash provided by investing activities - continuing operations           26               -
                                                                       --------------  --------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Continuing Operations:
   (Payments) from short-term notes payable and advances                      (3,352)         (8,404)
   (Payments) of line of credit                                              (64,777)              -
                                                                       --------------  --------------

      Net cash (used in) financing activities - continuing operations        (68,129)         (8,404)
                                                                       --------------  --------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                           1,676         (23,992)

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

CASH AND CASH EQUIVALENTS - END OF PERIOD                               $      1,813    $        230
                                                                       ==============  ==============
</TABLE>

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

                                        6
<PAGE>
                            CAPITAL SOLUTIONS I, INC.
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                           NOVEMBER 30, 2005 AND 2004

NOTE 1 - ORGANIZATION

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

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

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


















                                        7
<PAGE>
                            CAPITAL SOLUTIONS I, INC.
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
                           NOVEMBER 30, 2005 AND 2004

NOTE 1 - ORGANIZATION (CONTINUED)

         On January 21, 2004, the Company took the following actions in lieu of
         an annual meeting of the stockholders pursuant to Section 228 of the
         Delaware General Corporation Law: re-election of directors; the Company
         increased its authorized common stock from 50,000,000 to 1,000,000,000
         shares; the ratification of the issuance of common stock; the
         ratification of the assignment of Encore Builders common stock; and the
         approval of the Amended and Restated Articles of Incorporation. An
         Amended and Restated Certificate of Incorporation was filed with the
         Secretary of State on January 22, 2004.

         As of May 10, 2004, the Company merged with Vacation Ownership
         Marketing, Inc. A 1:50 reverse stock split of the company's common
         stock became effective. As a result of the reverse stock split,
         Vacation Ownership Marketing, Inc. changed its name to Capital
         Solutions I, Inc. "the Company". The stock split decreased the issued
         and outstanding common stock from 61,110,595 to 1,222,005. Capital
         Solutions I, Inc. had no assets or liabilities. After the consummation
         of the merger, Capital Solutions I, Inc. will cease to exist.
         Additionally, the authorized shares of common stock increased from 1
         billion to 20 billion and the authorized shares of preferred stock
         increased from 10 million to 200 million. The par value of the common
         stock and preferred stock authorized was reduced from $.001 par value
         per share to $.0000001 par value per share. The Company does not
         believe the merger will have any effect on the Company of its finances
         other than the amendment and restatement of the Company's Certificate
         of Incorporation.

         On May 26, 2005, Capital Solutions I, Inc., ("The Company") consummated
         a Share Exchange Agreement with Bedrock Holdings Corporation, Inc., a
         privately held Company whereby, Capital Solutions I, Inc., agreed to
         acquire all the outstanding capital stock of Bedrock Holdings
         Corporation, Inc. The acquisition will be accounted for under the
         purchase method of accounting. Accordingly, Bedrock Holdings
         Corporation, Inc. will be treated as a wholly owned subsidiary of
         Capital Solutions I, Inc.


















                                        8
<PAGE>
NOTE 1 - ORGANIZATION (CONTINUED)


         On June 17, 2005 the Company took the following actions in lieu of an
         annual meeting of the stockholders pursuant to Section 228 of the
         Delaware General Corporation Law: the Company decreased its authorized
         common stock from 20,000,000,000 to 900,000,000 shares; decreased its
         authorized preferred stock from 200,000,000 to 20,000,000; engaged in a
         1:10 reverse stock split of its common stock, decreasing the Company's
         issued outstanding common stock from 783,667,072 to 78,366,672; and the
         approval of the Amended and Restated Articles of Incorporation. An
         amended and Restated Certificate of Incorporation was filed with the
         Delaware Secretary of State on June 17, 2005.

         On October 19, 2005, the Company took the following actions based on
         the Rescission Agreement to cancel 30,000,000 shares of common stock
         which had been issued to the Bedrock Shareholders and certain other
         individuals have been cancelled and returned to the treasury.

         PRINCIPLES OF CONSOLIDATION

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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         USE OF ESTIMATES

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

         CASH AND CASH EQUIVALENTS

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

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

         START-UP COSTS

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





                                        9
<PAGE>
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         REVENUE AND COST RECOGNITION

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

         INCOME TAXES

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

         FAIR VALUE OF FINANCIAL INSTRUMENTS

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

         STOCK-BASED COMPENSATION

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























                                       10
<PAGE>
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         RECENT ACCOUNTING PRONOUNCEMENTS

         In June 2001, the FASB issued Statement No. 142 "Goodwill and Other
         Intangible Assets". This Statement addresses financial accounting and
         reporting for acquired goodwill and other intangible assets and
         supersedes APB Opinion No. 17, "Intangible Assets". It addresses how
         intangible assets that are acquired individually or with a group of
         other assets (but not those acquired in a business combination) should
         be accounted for in financial statements upon their acquisition. This
         Statement also addresses how goodwill and other intangible assets
         should be accounted for after they have been initially recognized in
         the statements. The Company recognized $91,970 as impairment of
         goodwill for the six months ended November 30, 2005.

         On October 3, 2001, the FASB issued Statement of Financial Accounting
         Standards No. 144, "Accounting for the Impairment or Disposal of
         Long-Lived Assets" ("SFAS 144"), that is applicable to financial
         statements issued for fiscal years beginning after December 15, 2001.
         The FASB's new rules on asset impairment supersede SFAS 121,
         "Accounting for the Impairment of Long-Lived Assets to be Disposed Of",
         and portions of Accounting Principles Board Opinion No. 30, "Reporting
         the Results of Operations." This Standard provides a single accounting
         model for long-lived assets to be disposed of and significantly changes
         the criteria that would have to be met to classify an asset as
         held-for-sale. Classification as held-for-sale is an important
         distinction since such assets are not depreciated and are stated at the
         lower of fair value or carrying amount. This Standard also requires
         expected future operating losses from discontinued operations to be
         displayed in the period (s) in which the losses are incurred, rather
         than as of the measurement date as presently required. The Company
         disposed of its wholly-owned subsidiary Bedrock Holdings Corporation,
         Inc. during the quarter ended November 30, 2005. The loss from disposal
         of those assets was $21,000.
























                                       11
<PAGE>
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         EARNINGS (LOSS) PER SHARE OF COMMON STOCK

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

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

                                       November 30,              November 30,
                                          2005                      2004
                                    --------------------    --------------------
Net loss                             $          (17,199)     $          (76,596)
                                    ====================    ====================

Weighted-average common shares
Outstanding (Basic)                          48,366,672              63,305,657

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

Weighted-average common shares
Outstanding (Diluted)                        48,366,672              63,305,657
                                    ====================    ====================


         There are no options and warrants outstanding to purchase stock at
         November 30, 2005 and 2004.





















                                       12
<PAGE>
NOTE 3 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

                  The following represents the Company's accounts payable and
                  accrued expenses at November 30, 2005:


                                                            2005
                                                        --------------
           Investors fees                                $     30,000
           Accounting fees                               $     16,200
           Accrued interest on debentures                     153,997
                                                        --------------
           Accounts payable and accrued
           expenses at November 30, 2005                 $    200,197
                                                        ==============


NOTE 4 - CONVERTIBLE DEBENTURES PAYABLE

         The Company has outstanding convertible debentures at November 30, 2005
         in the amount of $400,202. These debentures accrue interest at 8% per
         annum. These debentures mature along with the related interest at
         August 27, 2003. The debentures are convertible at the investors'
         discretion pursuant to the convertible debenture agreement. These
         debentures are in default and are classified as a current liability.

NOTE 5 - STOCKHOLDERS' DEFICIT

         At November 30, 2005 and 2004, the Company had two classes of stock,
         preferred and common stock, each having a par value of $.0000001. The
         2003 amounts have been retroactively restated.

         On October 19, 2005, the Company took the following actions based on
         the Rescission Agreement to cancel 30,000,000 shares of common stock
         which had been issued to the Bedrock Shareholders and certain other
         individuals have been cancelled and returned to the treasury.

         PREFERRED STOCK

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

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













                                      13
<PAGE>
NOTE 5 - STOCKHOLDERS' DEFICIT (CONTINUED)

         COMMON STOCK

         On January 21, 2004, in lieu of an annual meeting of the stockholders
         the Company's majority stockholder approved the increase of the
         authorized common stock of the Company to 1,000,000,000 shares. With
         the increasing of the authorized shares and the passing of time
         statutes, the Company transferred the 11,110,522 shares in temporary
         equity to permanent stockholders' equity. As of May 31, 2004, there are
         no amounts in temporary equity.

         On May 10, 2004, a 1:50 reverse stock split of the Company's common
         stock became effective. This stock split decreased the issued shares
         from 50,000,000 to 1,222,005. Additionally, the authorized shares of
         common stock increased from 1,000,000,000 to 20,000,000,000. The new
         par value will be decreased from $.001 to $.0000001 per share.

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


NOTE 6 - PROVISION FOR INCOME TAXES

         The Company did not provide for income taxes in the six months ended
         November 30, 2005. Additionally, the Company established a valuation
         allowance equal to the full amount of the deferred tax assets due to
         the uncertainty of the utilization of the operating losses in future
         periods. At November 30, 2005, the deferred tax asset consists of the
         following:

                                                                 2005
                                                            ----------------
         Deferred taxes due to net operating loss
         carryforwards                                       $      346,235

         Less:  Valuation allowance                                (346,235)
                                                            ----------------
         Net deferred tax asset                              $            -
                                                            ================




NOTE 7 - SHORT-TERM NOTES PAYABLE AND ADVANCES

         During the six months ended November 30, 2005, the Company has received
         a total of $3,000 either in the form of short-term promissory notes
         bearing interest at 15% annually, or though advances from affiliated
         companies either in the form of cash or through the affiliated
         companies payment of legal and professional fees on behalf of the
         Company. The balance of these net advances was $83,116 at November 30,
         2005.



                                      14
<PAGE>
NOTE 8 - GOING CONCERN

         As shown in the accompanying condensed consolidated financial
         statements the Company incurred net operating losses for the six months
         ended November 30, 2005 and 2004. The Company has no revenues to
         support itself.

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

NOTE 9 - LITIGATION

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

NOTE 10 - RELATED PARTY TRANSACTIONS

         As discussed in Note 7, the Company from time to time has been advanced
         amounts either through short-term promissory notes, advances, or
         through the payment of legal and professional fees from affiliated
         companies. As of November 30, 2005, the Company has outstanding amounts
         due its affiliates of $83,116.




























                                      15
<PAGE>
Item 2.  Management's Discussion and Analysis or Plan of Operation.

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

                                    OVERVIEW
                                    --------

         The Company was incorporated in Delaware as "Magnum Communications
Corp." in 1969 and changed its name to Vacation Ownership Marketing, Inc. in
1980. Coinciding with the name change, the Company changed its business to the
development and marketing of time-shared condominiums which it continued until
1983. From 1983 until August 29, 2001, the Company was not engaged in any
business. On August 29, 2001, the Company acquired Encore Builders, Inc., a
construction company, through what was then a subsidiary of the Company.
Beginning on August 29, 2001 the Company was engaged in the construction of
Conquistador Plaza Apartments in Miami, Florida, pursuant to a lump sum
construction contract with Conquistador Plaza. These operations ceased with the
separation of Encore Builders from the Company in the first quarter of 2002. The
Company changed names to its present name on May 10, 2004.

                              RESULTS OF OPERATIONS
                              ---------------------

                THREE MONTHS ENDED NOVEMBER 30, 2005 COMPARED TO
                      THREE MONTHS ENDED NOVEMBER 30, 2004

Revenues
--------

Revenues were $0 for the three months ended November 30, 2005, as compared to $0
for the three months ended November 30, 2004.

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

Cost of revenues was $0 for the three months ended November 30, 2005, as
compared to $0 for the three months ended November 30.

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

Operating expenses for the three months ended November 30, 2005 were $1,156
compared to $5,629 for the three months ended November 30, 2004. This decrease
was primarily attributed to a decrease in accounting and audit fees.

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

Interest expense was $8,004 and $8,004 for the three months ended November 30,
2005 and 2004, respectively.

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

Loss from operations for the three months ended November 30, 2005 was $9,159
compared to $13,633 for the three months ended November 30, 2004.

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

The loss from discontinued operations for the three months ended November 30,
2005 was $21,000 compared to $0 for the three months ended November 30, 2004. On
October 19, 2005, the Company entered into a Rescission Agreement, rescinding a
Share for Share Exchange Agreement with Bedrock Holdings, Inc. and the Bedrock
Shareholders resulting in discontinued operations.

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

Net loss applicable to Common Stock was $30,159 for the three months ended
November 30, 2005, compared to $13,633 for the three months ended November 30,
2004. Net loss per common share

                                        16
<PAGE>
was $.001 for the three months ended November 30, 2005 and $.0001 for the three
months ended November 30, 2004.

                 SIX MONTHS ENDED NOVEMBER 30, 2005 COMPARED TO
                       SIX MONTHS ENDED NOVEMBER 30, 2004

Revenues
--------

Revenues were $0 for the six months ended November 30, 2005, as compared to $0
for the six months ended November 30, 2004.

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

Cost of revenues was $0 for the six months ended November 30, 2005, as compared
to $0 for the six months ended November 30, 2004.

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

Operating expenses for the six months ended November 30, 2005 were $1,191
compared to $60,588 for the six months ended November 30, 2004. This decrease
was primarily attributed to a decrease in professional, audit and accounting
fees. The Company incurred greater fees in 2004 as a result of the failed
attempted transaction with Victory Petroleum, Inc.

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

Interest expense was $16,008 and $16,008 for the six months ended November 30,
2005 and 2004, respectively.

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

Loss from operations for the six months ended November 30, 2005 was $17,199
compared to $76,596 for the six months ended November 30, 2004.

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

The loss from discontinued operations for the six months ended November 30, 2005
was $21,000 compared to $0 for the six months ended November 30, 2004. On
October 19, 2005, the Company entered into a Rescission Agreement, rescinding a
Share for Share Exchange Agreement with Bedrock Holdings, Inc. and the Bedrock
Shareholders resulting in discontinued operations.












                                        17
<PAGE>
Net Loss Applicable To Common Stock
-----------------------------------

Net loss applicable to Common Stock was $38,199 for the six months ended
November 30, 2005, compared to $76,596 for the six months ended November 30,
2004. Net loss per common share was $.0008 for the six months ended November 30,
2005 and $.0012. for the six months ended November 30, 2004.

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

         The Company currently plans to satisfy its cash requirements for the
next 12 months by borrowing from affiliated company's with common ownership or
control and believes it can satisfy its cash requirements so long as it is able
to obtain financing from these affiliated companies. The Company currently
expects that money borrowed will be used during the next 12 months to satisfy
the Company's operating costs, professional fees and for general corporate
purposes. The Company has also been exploring alternative financing sources. The
Company currently has no plans to conduct any research and development, to
purchase or sell any significant equipment or to make any significant changes in
its number of employees.

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

         As of November 30 2005, the Company had current assets consisting of
cash and cash equivalents in the amount of $1,813. As of November 30, 2005, the
Company had current liabilities consisting of accounts payable, debentures
payable and short term notes payable in the amount of $683,515.

         During the six month period ended November 30, 2005, the Company
generated cash from financing activities in the amount of $26 consisting of the
purchase of an investment, compared to $0 during the six month period ended
November 30, 2004. However, during the six month period ended November 30, 2005,
the Company used cash in the amount of $68,129 in financing activities
consisting

















                                        18
<PAGE>
of payments on notes, advances and a line of credit, compared to $8,404 for the
six month period ended November 30, 2004.

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

         There are no limitations in the certificate of incorporation on the
Company's ability to borrow funds or raise funds through the issuance of
restricted common stock to effect a business combination. The Company's limited
resources and lack of recent operating history may make it difficult to borrow
funds or raise capital. Such inability to borrow funds or raise funds through
the issuance of restricted common stock required to effect or facilitate a
business combination may have a material adverse effect on the Company's
financial condition and future prospects, including the ability to complete a
business combination. To the extent that debt financing ultimately proves to be
available, any borrowing will subject the Company to various risks traditionally
associated with indebtedness, including the risks of interest rate fluctuations
and insufficiency of cash flow to pay principal and interest, including debt of
an acquired business.

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

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

         On June 15, 2005, the Company entered into a letter of intent ("LOI")
to acquire Victory Petroleum, Inc., a Florida corporation and 27 affiliated
entities (collectively, "Victory"). The LOI was subsequently amended to extend
the deadline for the execution of definitive agreements until August 15, 2005.
The LOI was again amended extending the deadline for the execution of definitive
agreements until September 30, 2005. As reported by the Company on Form 8-K
dated October 3, 2005, the definitive



















                                        19
<PAGE>
agreements were not executed by the September 30th 2005 deadline and, as such,
the potential transaction with Victory is void.

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

On October 19, 2005, the Company entered into and closed a Rescission Agreement
(the "Rescission Agreement"), with Bedrock Holdings, Inc. ("Bedrock"), together
with each of the Bedrock Shareholders and certain other individuals.

Pursuant to the terms of the Rescission Agreement a Share for Share Exchange
Agreement which had closed on May 16, 2005 was rescinded. The Company previously
reported the entry into the Share for Share Exchange Agreement in a Form 8-K
dated May 9, 2005 and the subsequent closing of the transaction in a Form 8-K
dated May 26, 2005.

Pursuant to the Rescission Agreement the thirty million (30,000,000) shares of
common stock which had been issued to the Bedrock Shareholders and certain other
individuals have been cancelled and returned to the treasury. In addition, the
Company has returned its shareholding in Bedrock Holdings, Inc. The Company
shall assist with the filing of the necessary documents with the State of
Florida to reinstate Bedrock as a corporation in good standing.

The closing of the transaction occurred simultaneously with the receipt of the
last signature on the Rescission Agreement.

A copy of the Rescission Agreement is attached as Exhibit 2.1 to the Form 8-K
filed October 19, 2005. The foregoing description of the Share Exchange
Agreement is qualified in its entirety by reference to the full text of the
Share Exchange Agreement.

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
















                                        20
<PAGE>
will make any and all disclosures that are necessary and appropriate.

OFF-BALANCE SHEET TRANSACTIONS

The Company has no off-balance sheet arrangements and has not entered into any
transactions involving unconsolidated, limited purpose entities.

RISK FACTORS

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

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

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

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

THE COMPANY HAS RECEIVED A GOING CONCERN OPINION FROM ITS AUDITORS

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

THE COMPANY CURRENTLY HAS NO OPERATIONS

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


















                                       21
<PAGE>
IT MAY BE DIFFICULT TO CONSUMMATE A MERGER OR ACQUISITION WITH A PRIVATE ENTITY

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

                      RISKS RELATED TO LEGAL UNCERTAINTIES

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

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

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




















                                       22
<PAGE>
related conversions into the Company's common stock. As of the date of this
report, there have been no actions filed against the Company based upon a
violation of Section 5. Because the statute of limitations has run, it is
unlikely that these holders of the Company's common stock will file an action
against the Company. However, any such action maintained against the Company
could have a substantial impact on the Company's liquidity, and as the Company
currently has no revenues, could also have a substantial impact on the Company's
capital resources. The ramifications of this may entail a possible enforcement
action by the SEC.

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

THE COMPANY MAY NOT BE ABLE TO RAISE ADDITIONAL CAPITAL

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

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

                                   OTHER RISKS





















                                       23
<PAGE>
THE COMPANY'S STOCK PRICE HAS DECLINED SIGNIFICANTLY AND MAY NOT RECOVER

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

THE COMPANY MAY BE SUBJECT TO PENNY STOCK REGULATIONS AND REQUIREMENTS FOR LOW
PRICED STOCK

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

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

         The Company's common stock currently trades on the OTC Bulletin Board.
Stocks trading on the OTC Bulletin Board generally attract a smaller number of
market makers and a less active public market and may be subject to significant
volatility. If the Company raises additional capital from the sale of the
Company's common stock, the market price could drop and the ability of investors
to sell the Company's common stock could be diminished. Additionally, should the
Company reduce its current debt or additional debt through the conversion into
common stock; this would further increase the number of shares of the Company's
common stock outstanding. The issuance of shares of the Company's common stock
upon conversions debt may not only result in a substantial number of shares of
the Company's common stock being available for resale in the public markets, but
the resale of those shares may result in a substantial decrease in the per-share
market price of the Company's common stock.




















                                       24
<PAGE>
Item 3. Controls and Procedures

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

         The Company's Chief Executive Officer and Chief Financial Officer,
Christopher Astrom, has reviewed and evaluated the effectiveness of the
Company's disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) as of the end of the period covered by this quarterly
report on Form 10-QSB. Based on that evaluation, Christopher Astrom determined
that he and Richard Astrom, the Company's only two directors and officers, are
the only individuals involved in the Company's disclosure process. The Company
has no specific procedures in place for processing and assembling information to
be disclosed in the Company's periodic reports. The Company's system is designed
so that information is retained by the Company and relayed to counsel as it
becomes available. The Company currently functions only as a shell corporation
as it has no revenues, significant assets or independent operations and plans to
establish more reliable disclosure controls and procedures before merging or
entering into any other business combination with another company.

         The Company's Chief Executive Officer and Chief Financial Officer
believes that, as of the end of the period covered by this report, the Company's
disclosure controls and procedures are effective to ensure that information
required to be disclosed by the Company in the reports that it filed or submits
under the Exchange Act is recorded, processed, summarized and reported, within
the required time periods. Further, the company believes that, given its size,
an extensive disclosure controls and procedures system is not necessary.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

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


























                                       25
<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.

         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. Unregistered Sales of Equity Securities and Use of Proceeds.

         None

Item 3. Defaults Upon Senior Securities

         See the discussion in Part I, Item 2 and "RISK FACTORS - Risks Related
to Legal Uncertainties" regarding the Company's determination not to provide the
Company's common stock to the VAOM Debenture holders upon conversion of the VAOM
Debentures, which items are incorporated into this Item 3 by this reference.

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

         On December 15, 2005, the Company filed an information statement on
Schedule 14C with the SEC relating to the following items:

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

                  (a) a reverse split of the Company's Common Stock on a one (1)
share for five hundred (500) shares basis, effective January 31, 2006, and

                  (b) maintaining, post split, the total authorized capital
stock of 920,000,000 shares, of which 900,000,000 are classified as common
stock, par value $0.0000001 per share, and 20,000,000 are classified as
Preferred Stock, par value $0.0000001 per share, issuable in series with such
powers, designations, preferences and relative, participating, optional or other
specific rights, and qualifications, limitations or




















                                       26
<PAGE>
restrictions thereof, as the Board may fix from time to time by resolution or
resolutions.

         On December 14, 2005 shareholders owning in the aggregate 40,000,555
shares of Common Stock or approximately 51.4% of the then issued and outstanding
Common Stock consented in writing to the matters described herein. As a result,
these matters were approved by the majority required by law and no further votes
will be needed.

Item 5. Other Information

         None

Item 6. Exhibits And Reports On Form 8-K

(a) Exhibits:

EXHIBIT
NUMBER            DESCRIPTION
-------  ------------------------------------------------------

31.1     Certification of Chief Executive Officer pursuant to Section 302 of the
         Sarbanes-Oxley Act of 2002.

31.2     Certification of Chief Financial Officer pursuant to Section 302 of the
         Sarbanes-Oxley Act of 2002.

32.1     Certification of Chief Executive Officer pursuant to Section 906 of the
         Sarbanes-Oxley Act of 2002.

32.2     Certification of Chief Financial Officer pursuant to Section 906 of the
         Sarbanes-Oxley Act of 2002.

(b) Reports on Form 8-K:

         (1) A current report on Form 8-K was filed with the SEC on October 19,
2005 reporting the rescission Agreement with Bedrock Holdings, Inc. together
with each of the Bedrock Shareholders and certain other individuals


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.















                                       27
<PAGE>
CAPITAL SOLUTIONS I, INC.

Date: January 13, 2006

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


















































                                       28
<PAGE>
Exhibit 31.1 and 31.2

Certification of the Chief Executive Officer and Chief Financial Officer of
Capital Solutions 1, Inc. pursuant to Section of the Sarbanes-Oxley Act of 2002

I, Christopher Astrom, certify that:

1. I have reviewed this Form 10-QSB of Capital Solutions 1, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary 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 report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report;

4. The small business issuer's other certifying officer(s) and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and
have:

(a) Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the small business issuer, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the small business issuer's internal
control over financial reporting that occurred during the small business
issuer's most recent fiscal quarter (the small business issuer's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is




















                                       29
<PAGE>
reasonably likely to materially affect, the small business issuer's internal
control over financial reporting; and

5. The small business issuer's other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the small business issuer's auditors and the audit committee of
the small business issuer's board of directors (or persons performing the
equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the small business issuer's ability to record,
process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's internal
control over financial reporting.

Date: January 13, 2006

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


































                                       30
<PAGE>
Exhibit 32.1 and 32.2

Certification of the Chief Executive Officer and Chief Financial Officer of
Capital Solutions 1, Inc. pursuant to Section 906 of the Sarbanes Oxley Act of
2002

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-QSB of Capital Solutions 1,
Inc. (the "Company") for the quarter ended November 30, 2005 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), the
undersigned Christopher Astrom, Chief Executive Officer and Chief Financial
Officer of Bentley Communications Corp., certify, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.

Dated: January 13, 2006

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

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
























                                       31