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

                                   FORM 10-QSB

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

For the quarterly period ended February 28, 2002


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

         Delaware                         13-2648442              000-09879
--------------------------------------------------------------------------------
(State or other jurisdiction            (IRS Employer           Commission File
 of Incorporation)                  Identification Number)           Number

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

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

Indicate by check mark whether the registrant (1) has filed all documents and
reports required to be filed by Section 13 or 15 (d) of the Securities and
Exchange Act of 1934 during the preceding 12 months (or such shorter period that
the Registrant was required to file such reports) and (2) has been subject to
such filing requirements for the past 90 days.

                  Yes [X]           No [ ]

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

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

                  Yes [ ]          No [ ]

                         APPLICABLE TO CORPORATE ISSUERS

As of April 15, 2002, 61,110,595 shares of the Registrant's common stock, par
value $.001 per share, were outstanding.



<PAGE>



                       VACATION OWNERSHIP MARKETING, INC.

                                      INDEX

PART I.  FINANCIAL INFORMATION

Item 1.  Condensed Consolidated Financial Statements

         Condensed Consolidated Balance Sheets
         February 28, 2002 (unaudited) and May 31, 2001 (audited)..............3

         Statements of Operations For the Nine Months and
         Three Months Ended February 28, 2002 and 2001 (unaudited).............4

         Statements of Cash Flows For the Nine
         Months Ended February 28, 2002 and 2001 (unaudited)...................5

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

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


PART II. OTHER INFORMATION

Item 1.  Legal Proceedings....................................................16

Item 2.  Changes in Securities and Use of Proceeds............................16

Item 3.  Defaults Upon Senior Securities......................................17

Item 4.  Submission of Matters to a Vote of Security Holders..................17

Item 5.  Other Information....................................................17

Item 6.  Exhibits and Reports on Form 8-K.....................................18




                                       -2-


<PAGE>



PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS





<PAGE>




                     VACATION OWNERSHIP MARKETING, INC.
                              AND SUBSIDIARIES

                    CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                                         February 28,             May 31,
                                                                                             2002                   2001
                                                                                          (Unaudited)            (Audited)
                                                                                          -----------           -----------
<S>                                                                                       <C>                   <C>
                                     ASSETS
CURRENT ASSETS
   Cash and cash equivalents                                                              $        --           $       253
   Officers' loans receivable                                                                 136,561                    --
   Loan receivable                                                                              7,511                    --
                                                                                          -----------           -----------

TOTAL ASSETS                                                                              $   144,072           $       253
                                                                                          ===========           ===========

                   LIABILITIES AND STOCKHOLDERS' (DEFICIT)

CURRENT LIABILITIES
   Notes payable                                                                          $    22,820           $        --
   Accounts payable and accrued expenses                                                       80,648                 5,929
   Debentures payable                                                                         380,063                    --
                                                                                          -----------           -----------

          TOTAL CURRENT LIABILITIES                                                           483,531                 5,929
                                                                                          -----------           -----------
STOCKHOLDERS'  (DEFICIT)
   Preferred stock, $.001 par value, 10,000,000 and 1,000,000 shares authorized,
    2,500,000 and 0 shares issued and
    outstanding at February 28, 2002 and 2001                                                   2,500                    --
   Common stock, $.001 par value, 50,000,000 and 15,000,000
   (pre-split and 750,000 post split), and 61,110,595 and
     15,000,000 (pre split and 750,000 post split) issued and
     outstanding at                                                                            61,111                 1,500
   Additional paid-in capital                                                               2,170,939             2,175,426
   Accumulated deficit                                                                     (2,574,009)           (2,182,602)
                                                                                          -----------           -----------

          TOTAL STOCKHOLDERS' (DEFICIT)                                                      (339,459)               (5,676)
                                                                                          -----------           -----------

TOTAL LIABILITIES AND STOCKHOLDERS'
 (DEFICIT)                                                                                $   144,072           $       253
                                                                                          ===========           ===========

</TABLE>


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



                                      -4-
<PAGE>


               VACATION OWNERSHIP MARKETING, INC. AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
          FOR THE NINE MONTHS AND THREE MONTHS ENDED FEBRUARY 28, 2002
                             AND FEBRUARY 28, 2001

<TABLE>
<CAPTION>

                                                       Nine Months Ended                             Three Months Ended
                                              -----------------------------------           -----------------------------------
                                              February 28,           February 28,           February 28,           February 28,
                                                  2002                   2001                   2002                   2001
                                              ------------           ------------           ------------           ------------
<S>                                           <C>                    <C>                    <C>                    <C>
REVENUE                                       $    987,201           $         --           $    392,942           $         --
COST OF REVENUE                                    868,072                     --                338,966                     --
                                              ------------           ------------           ------------           ------------

GROSS PROFIT                                       119,129                     --                 53,976                     --

EXPENSES
   Organization expenses                           300,924                     --                     --                     --
   Professional fees                               112,290                100,811                 20,813                  9,606
   Accounting and audit fees                         6,977                  8,678                     --                    450
   Stock transfer fees                                 852                  3,937                     --                  3,062
   Administrative and Other                         89,493                    407                 34,722                     27
                                              ------------           ------------           ------------           ------------
          TOTAL EXPENSES                           510,536                113,833                 55,535                (13,145)
                                              ------------           ------------           ------------           ------------

NET LOSS PER SHARE BASIC AND DILUTED          $   (391,407)          $   (113,833)          $     (1,559)          $     13,145
                                              ============           ============           ============           ============

LOSS PER SHARE                                $     (0.014)          $      (0.01)          $         --           $         --
                                              ============           ============           ============           ============

WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING                                     27,697,013             15,000,000             47,810,545             15,000,000
                                              ============           ============           ============           ============

</TABLE>


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





                                      -5-
<PAGE>

                       VACATION OWNERSHIP MARKETING, INC.
                                AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
              FOR THE NINE MONTHS ENDED FEBRUARY 28, 2002 AND 2001

<TABLE>
<CAPTION>

                                                            February 28,        February 28,
                                                               2002                2001
                                                            ------------        ------------
<S>                                                          <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                $(391,407)          $(113,833)
     Stock for services                                             --               9,438

ADJUSTMENT TO RECONCILE NET LOSS TO NET CASH USED
IN OPERATING ACTIVITIES:
     Decrease in prepaid expenses                                   --              91,205
     Increase in accounts payable                               74,719               3,443
     (Increase) in officers' loans receivable                 (136,561)                 --
     (Increase) in loans receivable                             (7,511)                 --
                                                             ---------           ---------

          NET CASH USED IN OPERATING ACTIVITIES               (460,760)             (9,747)
                                                             ---------           ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from loan - net                                   15,457                  --
     Proceeds from debentures                                  445,050                  --
                                                             ---------           ---------

          NET CASH PROVIDED BY FINANCING ACTIVITIES            460,507                  --
                                                             ---------           ---------

(DECREASE) IN CASH                                                (253)             (9,747)

CASH - BEGINNING OF PERIOD                                         253              10,000
                                                             ---------           ---------

 CASH - END OF PERIOD                                        $      --           $     253
                                                             =========           =========

SUPPLEMENTAL DISCLOSURE OF NON-CASH
ACTIVITY:

     Proceeds from debentures                                $ 445,050           $      --
     Less: Conversions to common stock                         (64,987)                 --
                                                             ---------           ---------

     Net proceeds of debenture                               $ 380,063           $      --
                                                             =========           =========

     Stock issued for services                               $      --           $   9,438
                                                             =========           =========



</TABLE>

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




                                      -6-
<PAGE>

                       VACATION OWNERSHIP MARKETING, INC.
                                AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           FEBRUARY 28, 2002 AND 2001

NOTE 1 -  ORGANIZATION AND BASIS OF PRESENTATION

          The condensed consolidated unaudited interim financial statements
          included herein have been prepared by Vacation Ownership Marketing,
          Inc. ("VAOM") without audit, pursuant to the rules and regulations of
          the Securities and Exchange Commission. Certain information and
          footnote disclosures normally included in the financial statements
          prepared in accordance with accounting principles generally accepted
          in the United States of America have been condensed or omitted as
          allowed by such rules and regulations, and VAOM believes that the
          disclosures are adequate to make the information presented not
          misleading. It is suggested that these condensed consolidated
          financial statements be read in conjunction with the May 31, 2001
          audited financial statements and the accompanying notes thereto. While
          management believes the procedures followed in preparing these
          condensed consolidated financial statements are reasonable, the
          accuracy of the amounts are in some respects dependent upon the facts
          that will exist, and procedures that will be accomplished by VAOM
          later in the year.

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

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

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





                                      -7-
<PAGE>

                       VACATION OWNERSHIP MARKETING, INC.
                                AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           FEBRUARY 28, 2002 AND 2001



NOTE 1 -  ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)

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

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

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

          On March 20, 2002, the President of Encore and another officer of
          Encore resigned from VAOM. With their resignations, the stock issued
          to them is anticipated to be returned, and those shares will be
          cancelled.



                                      -8-
<PAGE>

                       VACATION OWNERSHIP MARKETING, INC.
                                AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           FEBRUARY 28, 2002 AND 2001



NOTE 2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          PRINCIPLES OF CONSOLIDATION

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

          USE OF ESTIMATES

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

          CASH AND CASH EQUIVALENTS

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

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

          SEGMENTS OF BUSINESS

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





                                      -9-
<PAGE>

                       VACATION OWNERSHIP MARKETING, INC.
                                AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           FEBRUARY 28, 2002 AND 2001



NOTE 2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

          START-UP COSTS

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

          FAIR VALUE OF FINANCIAL INSTRUMENTS

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

          STOCK-BASED COMPENSATION

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

          COMPREHENSIVE INCOME

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



                                      -10-
<PAGE>

                       VACATION OWNERSHIP MARKETING, INC.
                                AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           FEBRUARY 28, 2002 AND 2001


NOTE 2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

          INCOME TAXES

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

          EARNINGS (LOSS) PER SHARE OF COMMON STOCK

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

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

                                              February 28,       May 31,
                                                 2002             2001
                                              (Unaudited)       (Audited)
                                              -----------      -----------

          Net loss                            $  (391,407)     $  (115,535)

          Weighted-average common shares
           Outstanding (Basic)                 27,697,013       15,000,000


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

          Weighted-average common shares
           Outstanding (Diluted)               27,697,013       15,000,000




                                      -11-
<PAGE>



                       VACATION OWNERSHIP MARKETING, INC.
                                AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           FEBRUARY 28, 2002 AND 2001



NOTE 3 -  GOING CONCERN

          As shown in the accompanying financial statements, VAOM incurred net
          losses for the nine months ended February 28, 2002 and 2001.

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

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

NOTE 4 -  LITIGATION

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

NOTE 5 -  RECLASSIFICATION

          Certain amounts in these condensed consolidated financial statements
          have been reclassified to conform to the current presentation.

NOTE 6 -  CONTINGENCY/UNCERTAINTY

          The Company in the quarter ended February 28, 2002, issued common
          stock above their authorized limit. The impact of this over issuance
          is unknown at this time.




                                      -12-
<PAGE>


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

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

GENERAL

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

Effective August 23, 2001, a 1:20 reverse stock split of our common stock, par
value $.001, became effective. Pre-split, there were 15,000,000 shares of Common
Stock issue and outstanding; post- split, there were 750,000 shares of Common
Stock issued and outstanding. In addition, effective August 23, 2001, we amended
our Certificate of Incorporation to increase the number of shares of Common
Stock authorized from 15,000,000 to 50,000,000 and increased the number of
shares of Preferred Stock authorized from 1,000,000 to 10,000,000. On November
5, 2001, we designated 2,500,000 shares of our preferred stock as Series A
Preferred Stock and issued them to Christopher Astrom, an officer, director and
principal stockholder of the Company. Each share of the Series A Preferred Stock
is convertible into one hundred (100) shares of common stock and has a vote
equivalent to one share of common stock. See Item 5, "Other Information."

On August 27, 2001, VAOW Acquisition Corp., a Delaware corporation ("Acquisition
Corp.") purchased 492,480 shares (post-split) of our Common Stock from Peter
Porath, Peter Porath and Ann Porath, Prime Rate Income & Dividend, Inc, and
Michael Schumacher (the "Sellers") for $350,000.00, pursuant to an agreement
dated August 27, 2001 (the "VAOW Stock Purchase Agreement"). Simultaneously,
Acquisition Corp. entered into an Escrow Agreement with Sellers and Ann Porath,
Esq., as the Escrow Agent, pursuant to which $50,000.00 was escrowed for 60 days
as security for the indemnifications given by the Sellers under the VAOW Stock
Purchase Agreement. In contemplation of the financing of the foregoing
acquisition, on August 27, 2001, Acquisition Corp. obtained a loan from certain
accredited investors evidenced by its 8% Series A $1,000,000 Senior Subordinated
Convertible Redeemable Debentures (the "Acquisition Corp. Debentures"), together
with underlying shares of Acquisition Corp.'s Common Stock, Par Value $0.01,
into which the Acquisition Corp. Debentures may be convertible from time to time
(collectively, the "Acquisition Corp. Securities"). Thereafter, as contemplated
by the Agreement, and for services rendered, Acquisition Corp. issued 15,000
shares each of the our Common Stock (which it then owned) to Messrs. Porath and
Michael Schumacher, and 20,000 shares of our Common Stock to NevWest Securities
Corporation.

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




                                      -13-
<PAGE>
the sole shareholders of Acquisition Corp. As a result of this stock dividend,
Christopher Astrom became the owner of 277,492 shares of the our Common Stock,
and Braulio Gutierrez became the owner of 184,994 shares of our Common Stock, on
September 4, 2001, the date they received their stock certificates.

On August 29, 2001, Acquisition Corp. entered into an agreement (the "Encore
Stock Purchase Agreement") with Christopher Astrom and Braulio Gutierrez, who
were then the sole shareholders of Encore Builders, and with Encore Builders, to
purchase Encore Builders common stock. To that end, Acquisition Corp. purchased
all of the issued and outstanding Encore Builders' shares of common stock from
its two stockholders for $1.00 and 900 shares of Encore Builders' common stock
from Encore Builders for $470,000 paid by Acquisition Corp.'s payment to Encore
Builders of $4,549 in cash and Acquisition Corp.'s delivering to Encore Builders
an Acquisition Corp. Demand Note in the amount $465,450. Encore is a general
contractor in the business of building multi-family residential apartment units.

On August 29, 2001, for $1.00, we purchased from Acquisition Corp. 9,000 newly
issued shares of Acquisition Corp. Common Stock (in excess of the 1,000 already
owned by Christopher Astrom and Braulio Gutierrez). In September 2001,
Acquisition Corp. was merged into our company via a "short-form" merger (the
"Merger") pursuant to Sections 251 and 253 of the General Corporation Law of
Delaware, which permit a corporation of which at least 90% of the shares of each
class are owned by a parent company, to be merged into the parent company
without shareholder approval. Pursuant to the Merger, and by operation of law,
we assumed all of the rights and obligations of Acquisition Corp. Thus, pursuant
to the Merger (a) Encore Builders became our wholly-owned subsidiary; (b) all of
the issued and outstanding shares of Acquisition Corp.'s common stock owned by
Messrs. Astrom and Gutierrez (i.e., 1,000 Shares) were surrendered by them to,
and were canceled by, us; (c) all of the issued and outstanding shares of the
Acquisition Corp. Common Stock owned by us were canceled by us; and (d) the
Acquisition Corp. Securities were surrendered to us, canceled, and new
debentures, identical to the Acquisition Corp. Debentures, together with
accompanying conversion rights to shares of the authorized but unissued
underlying shares of our Common Stock, were issued by us to the holders of the
original Acquisition Corp. Debentures.

On March 20, 2002, our then President, Braulio Gutierrez, resigned and was
replaced as president by Christopher Astrom, a principal shareholder and a
director of our Company. Subsequently, the Company assigned its shares of Encore
Builders to Mr. Gutierrez, Mr. Gutierrez returned to the Company his shares of
the Company's common stock, and Mr. Gutierrez assumed control of Encore
Builders. See "Results of Operations," below.

RESULTS OF OPERATIONS

The Company had revenues of $987,201 and a gross profit of $119,129 in the
three- and nine- month periods ended February 28, 2002, compared to revenues of
$392,942 and a gross profit of $53,966 in the comparable periods in 2001. The
Company's total expenses increased from $113,833 for the nine months ended
February 28, 2002, to $510,536 for the comparable period in 2002, substantially
as a result of organizational expenses of $300,924 and administrative expenses
of $89,493.




                                      -14-
<PAGE>
The Company's sole revenue for the three- and nine- month periods ended February
28, 2002, was from its Encore Builders subsidiary's construction of Conquistador
Plaza Apartments in Miami, Florida, pursuant to a lump sum construction contract
with Conquistador Plaza, Inc., dated January 30, 2001, for a fixed price of
$3,111,289 (the "Project"). The Project was funded by Conquistador Plaza, Inc.,
through a mortgage in the principal amount of approximately $4,600,000 provided
by First Housing Development Corporation of Florida, Inc. Encore Builders was
paid on a construction draw-down basis as it completed its work. The
construction contract between Encore Builders and Conquistador Plaza, Inc.,
provided that the construction of the Project would be completed by October 29,
2001, and it further provided for liquidated damages payable by Encore Builders
to Conquistador Plaza, Inc., in the amount of $1,395.50 per day for each day
after October 29, 2001, that the Project was not completed. The Project has not
been completed. Conquistador Plaza, Inc., initially determined that it would be
best served by waiving liquidated damages because, in the view of Conquistador
Plaza, Inc., and its parent company, National Residential Properties, Inc., an
affiliate of the Company, the imposition of the liquidated damages provision
would in all probability have rendered Encore Builders financially incapable of
completing the Project. (See Item 5 for a discussion of the relationship between
the Company and National Residential Properties, Inc.)

On March 20, 2002, Braulio Gutierrez, who was then President and a Director of
the Company, and Mr. Gutierrez's sister, Patricia Gutierrez, who was then
Treasurer and a Director of the Company, resigned as officers and directors of
the Company. Subsequently the Company assigned to Mr. Gutierrez the Company's
stock of Encore Builders, Mr. Gutierrez assigned to the Company his shares of
the Company's common stock, and Conquistador Plaza, Inc., declared Encore
Builders, Inc., in default of its construction contract. On April 1, 2002,
Encore Builders filed a mechanic's lien against Conquistador Plaza, Inc., in the
amount of $504,000, and Conquistador Plaza, Inc., asserted its claim against
Encore Builders, Inc., for liquidated damages.

Without its Encore Builders subsidiary, the Company has had no operating
business since on or about March 20, 2002. The Company's Board of Directors and
management intend to explore other business opportunities for the Company. There
can be no assurance, of course, that the Company will be able to find a suitable
business opportunity. As of the date of this Report, the Company has not had
material discussions with respect to any business opportunity.

LIQUIDITY AND CAPITAL RESOURCES

The Company had total current assets of $136,561 at February 28, 2002, compared
to $253 of current assets on May 31, 2001. Of its total current assets at
February 28, 2002, $136,561 were a loan receivable from Mr. Gutierrez, the
president of Encore Builders and the Company. The Company had current
liabilities of $483,531 at February 28, 2002, compared to $5,928 of current
liabilities at May 31, 2001. Of its total current liabilities at February 28,
2002, $380,063 were debentures payable and the balance of $103,468 were accounts
payable, accrued expenses and loans payable.

The Company had no cash at February 28, 2002. Having terminated its interest in
Encore Builders, Inc., the Company's ability to continue as a going concern will
depend upon its entering into one or more new businesses, although the Company's
ability to enter into any such business will in turn




                                      -15-
<PAGE>
be dependent upon its cash resources. The Company has been substantially
dependent upon its cash proceeds from the sale of its debentures to investors.
For the nine months ended February 28, 2002, the Company received $445,050 from
the proceeds of the sale of the debentures. From December 1 through the date of
this Report, the Company has not received additional proceeds from the sale of
debentures.

Although the holders of the debentures have not funded $424,950 of debentures
issued by the Company as of the date of this Report, the Company's ability to
obtain that funding is, in turn, dependent in part upon its ability to increase
its authorized shares. The Company believes that Nevada law requires shareholder
approval to increase the Company's authorized common stock. On December 12,
2001, the Company filed an Information Statement on Schedule 14C with the
Securities and Exchange Commission in connection with a vote by its Board of
Directors and a majority of shares to increase the Company's authorized shares
of common stock from 50,000,000 shares with a par value $0.001 to 500,000,000
with a par value $0.001. The Company has received comments from the Securities
and Exchange Commission with respect to its filing on Schedule 14C and has filed
responses. The Commission has advised the Company that it will not review the
Company's responses until the Company has resolved matters related to the
issuance of approximately 11,110,000 shares of common stock in excess of the
Company's authorized common shares. Until the Company resolves the matters
related to its over-issuance of common stock and the Commission accepts the
Company's responses to the Commission's Schedule 14C comments, the Company will
be unable to file a definitive Information Statement on Schedule 14C and,
consequently, unable to increase its authorized shares. Accordingly, the Company
is unable to anticipate when it will be able to effect such increase in order to
receive additional funding from its debenture holders, which debenture holders
require that the Company have sufficient common stock available for issuance
upon exercise of debentures issued to them. See Item 5, "Other Information."

FORWARD LOOKING STATEMENTS

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






                                      -16-
<PAGE>

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

In the ordinary course of business, the Company is involved in legal proceedings
incidental to our operations. The Company is not currently involved in any legal
proceedings that management believes would have a material adverse effect on the
operations or financial condition of the Company. As Encore Builders, Inc., was
a wholly-owned subsidiary of the Company during the time that Encore Builders,
Inc., was engaged as the construction contractor for the Conquistador Plaza
Apartments 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.



ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

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

On November 5, 2001, the Company filed a Certificate of Designation for its
Series A Preferred Stock with the Secretary of State of Delaware and,
concurrently, issued to Christopher Astrom, a director and officer of the
Company, 2,500,000 shares of Series A Preferred Stock in consideration of the
par value thereof. Each share of Series A Preferred Stock is convertible into
100 shares of common stock at any time and from time-to-time after issuance.
Each share of Series A Preferred Stock has a voting power equivalent to 100
shares of common stock in any matter to come before the shareholders of the
Company. The effect of the issuance of the stock to Mr. Astrom was to give him
continuing control over the Company, as the voting power of his shares of Series
A Preferred Stock would be equivalent to 250,000,000 shares of common stock,
assuming that the Company had that number of shares authorized. Accordingly, in
any matter to come before shareholders in which the Series A Preferred Stock
could be voted with shares of common stock, Mr. Astrom, as holder of the Series
A Preferred Stock, would be able to have sufficient shares to control the matter
to be voted upon. At the time of closing of the transactions with Encore
Builders and Acquisition Corp. Christopher Astrom held 277,492 shares of the
Company's common stock and was an officer and director of the Company.
Accordingly, Christopher Astrom has exercised control over the Company since the
end of August 2001, and the issuance of the Series A Preferred Stock to him did
not result in a change of control of the Company.






                                      -17-
<PAGE>

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

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

                  See the discussion in Part I, Item 2, and Part II, Item 5, of
the Company's inability to provide common stock to its Debenture Holders upon
conversion of their Debentures, which items are incorporated in this Item 3 by
this reference.

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

        None.

ITEM 5. OTHER INFORMATION

Christopher Astrom, who is a principal shareholder, the President and a director
of the Company, is the son of Richard Astrom, an officer and director of the
Company.

The Company's assumption of the Debentures described in Item 2 of this report
and the concomitant obligation of the Company to issue shares of its common
stock to the Debenture Holders has resulted in the issuance of significant
numbers of shares of the Company's common stock to such Debenture Holders as
they convert portions of the Debentures into common stock of the Company. The
common stock issued to them upon conversion is saleable, and is generally sold
through the public markets immediately upon conversion. As a consequence of the
number of shares of common stock being sold, and the frequency with which such
shares are sold, the bid price of the Company's common stock on the OTC Bulletin
Board has declined substantially, and may be anticipated to continue to decline
substantially in the future until such time as the full amount of the Debentures




                                      -18-
<PAGE>
is paid for and the Debenture Holders fully exercise their conversion privilege,
which the Company believes is highly probable if and when the Company is able to
increase its authorized shares of common stock. The Company cannot now
anticipate the number of common shares into which the Debentures will be
convertible, as that number depends on the market price of the Company's common
stock prevailing from time-to-time as Debentures are converted into common
stock.

The Company has authorized 50,000,000 of common stock, but has issued and
outstanding 61,110,595 shares, substantially as a consequence of the conversion
of the Debentures. The Company intends to implement substantial controls to
ensure that the Debenture conversion process will not in the future result in
the issuance of shares beyond those authorized by the Company. The impact upon
the Company of the issuance of shares in excess of its authorized capital is not
now known. However, the Company does not believe that the value of the excess
shares is material given the current per-share value of the Company's common
stock as traded on the OTC Bulletin Board. The Company's ability to meet its
conversion obligations under the Debentures, its escrow deposit obligations
under the escrow agreement and its conversion obligations to the holder of the
Series A Preferred Stock, is dependent on the Company's increasing its
authorized shares, which cannot occur until the Company is able to file a
definitive Information Statement on Schedule 14C. See Part I, Item 2,
"Management's Discussion and Analysis or Plan of Operation--Liquidity and
Capital Resources."

On March 20, 2002, Braulio Gutierrez and his sister, Patricia Gutierrez,
resigned as officers and directors of the Company. Subsequently, the Company
returned to Mr. Gutierrez shares of common stock of Encore Builders, Inc.,
which, until the date of that return, was a subsidiary of the Company and the
Company's sole operating business. Concurrently with the return to Mr. Gutierrez
of the Encore Builders, Inc., common stock, Mr. Gutierrez returned to the
Company his 250,000 shares of common stock of the Company. The Company's
affiliate, Conquistador Plaza, Inc., has made a claim against Encore Builders,
Inc., for liquidated damages of $1,395.50 per day commencing October 30, 2001.
Further, Conquistador Plaza, Inc., has declared Encore Builders, Inc., in
default of its construction agreement with Conquistador Plaza, Inc. On April 1,
2002, Encore Builders, Inc., filed a mechanic's lien in the amount of $504,000
against the real property of Conquistador Plaza, Inc. Conquistador Plaza, Inc.,
has demanded that its bonding company complete the Conquistador Plaza Apartments
construction contract in accordance with the terms of its bond. As the Company
has assigned its common stock in Encore Builders, Inc., to Braulio Gutierrez,
the Company does not believe that it will be a party to these matters, nor that
it will suffer any adverse financial consequence as a result of the disputes
among the parties to the construction contract.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

        A. EXHIBITS

             None.

        B. REPORTS ON FORM 8-K

             None.






                                      -19-
<PAGE>
                                   SIGNATURES

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

                                       VACATION OWNERSHIP
                                       MARKETING, INC.
                                          (Registrant)


Dated: April 15, 2002                  By: /s/ Christopher Astrom
                                           -------------------------------------
                                               Christopher Astrom, President








                                      -20-