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

                                  ____________



                                   FORM 10-QSB

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

                                 _______________



                                     0-9879

                            (COMMISSION FILE NUMBER)

                 FOR THE QUARTERLY PERIOD ENDED AUGUST 31, 2002

                                       OR

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

                                  ____________



                       VACATION OWNERSHIP MARKETING, INC.

             (Exact Name of Registrant as Specified in its Charter)


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

                                  6915 RED ROAD
                                   SUITE #222
                           CORAL GABLES, FLORIDA 33143
                                 (305) 666-6565

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

                                  ____________



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

         As of October 10, 2002, there were 61,110,595 shares of the
Registrant's Common Stock, $0.001 par value per share, outstanding.

         Transitional Small Business Disclosure Format  Yes |_|  No |X|
--------------------------------------------------------------------------------
<PAGE>
                       VACATION OWNERSHIP MARKETING, INC.
                 FOR THE QUARTERLY PERIOD ENDED AUGUST 31, 2002

                                TABLE OF CONTENTS

PART I FINANCIAL INFORMATION..................................................3
          ITEM 1.  Financial Statements.......................................3
          ITEM 2.  Management's Discussion and Analysis or Plan of Operation.14
          RISK FACTORS.......................................................18
          ITEM 3.  Controls and Procedures...................................20
PART II OTHER INFORMATION....................................................21
          ITEM 1.  Legal Proceedings.........................................21
          ITEM 2.  Changes In Securities And Use Of Proceeds.................21
          ITEM 3.  Defaults Upon Senior Securities...........................21
          ITEM 4.  Submission of Matters to a Vote of Security Holders.......21
          ITEM 5.  Other Information.........................................21
          ITEM 6.  Exhibits And Reports On Form 8-K..........................22
SIGNATURES...................................................................23
CERTIFICATION................................................................23

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





























                                       2
<PAGE>
                                     PART I
                              FINANCIAL INFORMATION


ITEM 1.       Financial Statements

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

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

  LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS' EQUITY (DEFICIT)

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

Total liabilities                                                    522,056
                                                                  ------------
TEMPORARY EQUITY
Common stock, $.001 par value, 60,340,522 shares issued and
  outstanding                                                        122,956
                                                                  ------------

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

Total stockholders' equity (deficit)                                (644,788)
                                                                  ------------

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



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






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

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


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

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

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

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

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





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























                                       4
<PAGE>
<TABLE>
<CAPTION>
                       VACATION OWNERSHIP MARKETING, INC.
                                AND SUBSIDIARIES
       STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (UNAUDITED)
               FOR THE THREE MONTHS ENDED AUGUST 31, 2002 AND 2001


                                     Preferred Stock           Common Stock   Additional
                                                                                Paid-In        Accumulated
                                  Shares       Amount    Shares      Amount     Capital          Deficit               Total
                                 ----------  --------   ---------  --------   ------------    -------------      -------------
<S>                              <C>         <C>         <C>       <C>        <C>             <C>                <C>
BALANCE, MAY 31, 2001                   -    $     -     750,000   $    750   $ 2,176,176     $ (2,182,602)      $     (5,676)
Cancellation of common shares
for recapitalization                    -          -    (492,486)      (492)          492               -                  -
Recapitalization                        -          -     492,486        492    (2,144,445)       2,182,602             38,649
Issuance of stock for services          -          -      20,000         20         1,580               -               1,600
Net loss for the three months
ended August 31, 2001                   -          -           -          -             -         (461,103)          (461,103)
                                 ----------  --------   ---------  --------   ------------    -------------      -------------

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

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

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

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

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

</TABLE>




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





















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



                                                                                Additional
                              Preferred Stock            Common Stock             Paid-In
                             Shares     Amount       Shares        Amount         Capital        Total
                            -------  ----------   ------------  ------------   ------------   -----------

<S>                         <C>      <C>           <C>           <C>            <C>            <C>
Balance, May 31, 2002           -    $       -     60,340,595    $   60,341     $   62,615     $ 122,956


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


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

</TABLE>




































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



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

Adjustments to reconcile net loss to net cash
  (used in) operating activities:
  Common stock issued for services                                                           -               1,600

Change in liabilities:
  Increase in accounts payable and accrued expenses                                          4              59,250
                                                                                   ------------        ------------
                  Total adjustments                                                          4              60,850
                                                                                   ------------        ------------

                  Net cash used in operating activities                                (24,060)           (400,253)
                                                                                   ------------        ------------

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

                  Net cash provided by financing activities                             24,060             404,550
                                                                                   ------------        ------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                                    -               4,297

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

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

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


</TABLE>









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

Note 1-  Organization and Basis of Presentation

         The condensed consolidated unaudited interim financial statements
         included herein have been prepared by Vacation Ownership Marketing,
         Inc. (the "Company") without audit, pursuant to the rules and
         regulations of the Securities and Exchange Commission (the "SEC").
         Certain information and footnote disclosures normally included in the
         financial statements prepared in accordance with accounting principles
         generally accepted in the United States of America have been condensed
         or omitted as allowed by such rules and regulations, and the Company
         believes that the disclosures are adequate to make the information
         presented not misleading. It is suggested that these condensed
         consolidated financial statements be read in conjunction with the May
         31, 2002 audited consolidated financial statements and the accompanying
         notes thereto. While management believes the procedures followed in
         preparing these condensed consolidated financial statements are
         reasonable, the accuracy of the amounts are in some respects dependent
         upon the facts that will exist, and procedures that will be
         accomplished by the Company later in the year.

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

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

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

         On August 29, 2001, Acquisition Corp. entered into a stock purchase
         agreement with the then stockholders of Encore Builders, Inc. ("Encore
         Builders") to purchase all the capital stock of Encore Builders in such
         a manner that Encore Builders became a wholly-owned subsidiary of
         Acquisition Corp. Acquisition Corp. purchased all 100 issued and
         outstanding shares of Encore Builders' common stock ("Encore Builders
         Common Stock") for $1 and purchased 900 newly issued shares of Encore
         Builders Common Stock for $470,000, approximately $4,550 of which was
         paid in cash and $465,450 of which was paid in the form of a promissory
         demand note. Additionally, for $1 the Company purchased from
         Acquisition Corp. 9,000 shares of the Company's newly issued stock and
         Acquisition Corp. at this time became a wholly-owned subsidiary of the
         Company. All rights and obligations of Acquisition Corp., Encore
         Builders and any other entity owned by them became binding upon the
         Company as of August 29, 2001.

         Subsequently, Acquisition Corp. was merged into the Company via a
         "short-form" merger pursuant to Sections 251 and 253 of the Delaware
         General Corporation Law, which permit a corporation of which at least
         90% of the stock of each class are owned by a parent company, to be
         merged into the parent company without stockholder approval. Pursuant
         to this merger, and by operation of law, the Company assumed all of the
         rights and obligations of Acquisition Corp. Pursuant to the merger, (a)
         Encore Builders became the
                                       8
<PAGE>
         Company's wholly-owned subsidiary, (b) all of the issued and
         outstanding shares of Acquisition Corp. Common Stock owned by
         Acquisition Corp.'s two stockholders was surrendered by them to, and
         were canceled by, the Company, (c) all of the issued and outstanding
         shares of the Acquisition Corp. Common Stock owned by the Company were
         canceled by the Company, and (d) the Acquisition Corp. Debentures were
         surrendered to the Company, canceled, and new debentures, identical to
         the Acquisition Corp. Debentures, which were convertible into
         authorized but unissued shares of VAOM Common Stock, were issued by the
         Company to the holders of the Acquisition Corp. Debentures.

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

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

Note 2-  Summary of Significant Accounting Policies

         Principles of Consolidation

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

         Use of Estimates

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

         Cash and Cash Equivalents

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

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

         Segments of Business

         The Company has adopted Statement of Financial Accounting Standards No.
         131 ("SFAS 131"), "Disclosures about Segments of an Enterprise and
         Relation Information". SFAS 131 changes the way public companies report
         information about segments of their business in their annual financial
         statements and requires them to report selected segment information in
         their quarterly reports issued to stockholders. It also requires
         entity-wide disclosures about the products and services an entity
         provides, the material countries in which it holds assets and reports
         revenues and its major customers.

         Start-Up Costs

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

                                       9
<PAGE>
         Fair Value of Financial Instruments

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

         Stock-Based Compensation

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

         Comprehensive Income

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

         Income Taxes

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

         Revenue and Cost Recognition

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

         The completed-contract method recognizes income only when the contract
         is completed, or substantially so. Accordingly, costs of contracts in
         process and current billings are accumulated but there are no interim
         charges or credits to income other than provisions for losses. A
         contract may be regarded as substantially completed if remaining costs
         are not significant in amount. The Company after March 21, 2002
         disposed of its wholly-owned subsidiary that was in the long-term
         construction business. Currently it has no business revenues.

         Earnings (Loss) Per Share of Common Stock

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

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

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

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

Note 3-  Going Concern

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

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

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

Note 4-  Litigation

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

Note 5-  Contingency/Uncertainty

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

Note 6-  Temporary Equity

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

                                       11
<PAGE>
         control of the issuer. Substantially all the shares issued in
         connection with the conversion of debentures have been reclassified as
         temporary equity.

Note 7-  Stockholders' Deficit

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

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

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

Note 8-  Loan Payable

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

Note 9-  Convertible Debentures Payable

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

Note 10- Related Party Transactions

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

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

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

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

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


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

         Subsequently, Acquisition Corp. was merged into the Company via a
         "short-form" merger pursuant to Sections 251 and 253 of the Delaware
         General Corporation Law. Pursuant to the merger, the Company assumed
         all the rights and obligations of Acquisition Corp., which at the time
         was owned by Christopher Astrom and Braulio Gutierrez who also held 37%
         and 25%, respectively, of the outstanding VAOM Common Stock.

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

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


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

Note 11- Disposal of Business

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

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

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

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













                                       13
<PAGE>
ITEM 2.       Management's Discussion and Analysis or Plan of Operation.

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

Overview

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

         o    Effective August 23, 2001, a 1:20 reverse stock split of the
              Company's common stock ("VAOM Common Stock") became effective.
              Pre-split, there were 15 million shares of VAOM Common Stock
              issued and outstanding; post-split, there were 750,000 shares of
              VAOM Common Stock issued and outstanding. The Company also amended
              its Certificate of Incorporation to increase the number of shares
              of VAOM Common Stock authorized from 15 million to 50 million and
              increase the number of shares of its preferred stock authorized
              from 1 million to 10 million.

         o    On August 27, 2001, VAOW Acquisition Corp., a Delaware corporation
              ("Acquisition Corp.") purchased 492,480 shares (post-split) of
              VAOM Common Stock from Peter Porath, Peter Porath and Ann Porath,
              Prime Rate Income & Dividend, Inc, and Michael Schumacher for
              $350,000, pursuant to a stock purchase agreement dated August 27,
              2001. At the time, these sellers were significant holders of the
              Company's capital stock and Peter Porath was one of the Company's
              directors. Simultaneously, Acquisition Corp. entered into an
              escrow agreement with the sellers mentioned above and Ann Porath,
              Esq., as the escrow agent, pursuant to which $50,000 was escrowed
              for 60 days as security for the indemnifications given by the
              sellers mentioned above under the stock purchase agreement.

         o    In contemplation of the financing of the foregoing acquisition, on
              August 27, 2001, Acquisition Corp. obtained a loan from certain
              accredited investors evidenced by its 8% Series A $1,000,000
              Senior Subordinated Convertible Redeemable Debentures (the
              "Acquisition Corp. Debentures"). The Acquisition Corp. Debentures
              were convertible into Acquisition Corp.'s common stock
              ("Acquisition Corp. Common Stock") from time to time. The
              Acquisition Corp. Debentures were offered pursuant to an exemption
              from Section 5 of the Securities Act of 1933, as amended (the
              "Securities Act"). See "RISK FACTORS - Risks Related to the
              Company's Financial Condition and Business Model."

         o    Thereafter, as contemplated by the stock purchase agreement, and
              for services rendered, Acquisition Corp. issued 15,000 shares each
              of VAOM Common Stock (which it then owned) to Messrs. Porath and
              Michael Schumacher, and subsequently the Company issued 20,000
              shares of VAOM Common Stock to NevWest Securities Corporation.

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

         o    On August 28, 2001, Acquisition Corp. declared a stock dividend of
              shares of VAOM Common Stock owned by it to Christopher Astrom
              (277,492 shares) and Braulio Gutierrez (184,994 shares), who, at
              that time, were the sole stockholders of Acquisition Corp. As a
              result of this stock dividend, Christopher Astrom became the owner
              of 277,492 shares of VAOM Common Stock, and Braulio Gutierrez
              became the owner of 184,994 shares of VAOM Common Stock on
              September 4, 2001, the date they received their stock
              certificates.

         o    On August 29, 2001, Acquisition Corp. entered into an agreement
              with Christopher Astrom and Braulio Gutierrez, who were then the
              sole stockholders of Encore Builders, Inc. ("Encore Builders") and
              with Encore
                                       14
<PAGE>
              Builders, to purchase Encore Builders' common stock ("Encore
              Builders Common Stock"). Encore Builders was at the time a general
              contractor in the business of building multi-family residential
              apartment units. Acquisition Corp. purchased all of the issued and
              outstanding Encore Builders Common Stock from its two stockholders
              for $1 and 900 shares of Encore Builders Common Stock from Encore
              Builders for $470,000. Approximately $4,550 was paid in cash and
              $465,450 was paid in the form of an Acquisition Corp. Demand Note.
              Encore Builders was at the time a general contractor in the
              business of building multi-family residential apartment units.

         o    On August 29, 2001, the Company purchased from Acquisition Corp.
              9,000 newly issued shares of Acquisition Corp. Common Stock (in
              excess of the 1,000 already owned by Christopher Astrom and
              Braulio Gutierrez) for $1. This acquisition gave the Company 90%
              of the outstanding Acquisition Corp. Common Stock.

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

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

         o    The Acquisition Corp. Debentures were issued, exchanged into VAOM
              Debentures and converted pursuant to exemptions from Section 5 of
              the Securities Act. The ability to rely on these exemptions has
              since been called into question. It appears the Company may have
              violated Section 5. The ramifications of this may entail a
              possible rescission offer to the stockholders affected within the
              past year. Section 13 of the Securities Act provides that no
              action shall be maintained for offering or selling securities in
              violation of Section 5 unless that action is brought within one
              year of the date of the violation. The risk of possible rescission
              has compelled the Company to record all possible claims within the
              past year as temporary equity, rather than permanent equity. While
              one year has passed from the initial placement of the VAOM
              Debentures, many of the VAOM Debentures were converted in the
              second fiscal quarter of 2002. As of the date of this report,
              there have been no actions filed against the Company based upon a
              violation of Section 5. Because the statute of limitations has
              almost run, it is unlikely that a large portion of these holders
              of VAOM Common Stock will file an action against the Company.
              However, any such action maintained against the Company could have
              a substantial impact on the Company's liquidity as the Company
              currently has no revenues. As such, the Company could not afford
              to offer rescission. See "RISK FACTORS - Risks Related to Legal
              Uncertainties".

         o    On November 5, 2001, the Company designated 2.5 million shares of
              its preferred stock as Series A Preferred Stock and issued them to
              Christopher Astrom, an officer, director and principal stockholder
              of the Company. Each share of the Series A Preferred Stock is
              convertible into one hundred (100) shares of VAOM Common Stock and
              has a vote equivalent to one share of VAOM Common Stock. However,
              because the Company has
                                       15
<PAGE>
              ssued shares of VAOM Common Stock in excess of the amount
              authorized, Christopher Astrom may not currently convert the
              Series A Preferred Stock held by him into VAOM Common Stock.

         o    On December 17, 2001, the Company, the holders of the VAOM
              Debentures and Sroya Holdings Company, Inc. as escrow agent
              entered into an escrow agreement whereby the Company agreed to
              deposit 100 million shares of VAOM Common Stock with Sroya
              Holdings Company, Inc. for conversion of the VAOM Debentures.

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

Encore Builders

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

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

         As the Company had purchased all the issued shares of Encore Builders
Common Stock but had not purchased the balance of the authorized capital stock
of Encore Builders and in light of the dispute regarding construction delays on
the construction project, the Company and Encore Builders decided to separate
the businesses. On March 20, 2002, Braulio Gutierrez, who was then President and
a director of the Company, and Braulio Gutierrez's sister, Patricia Gutierrez,
who was then Vice President, Treasurer and a director of the Company, resigned
from the Company. Christopher Astrom, a principal stockholder and a director of
the Company, replaced Braulio Gutierrez as President. Subsequently, the Company
assigned to Braulio Gutierrez the Company's Encore Builders Common Stock. It was
anticipated that Braulio Gutierrez would assign to the Company his shares of
VAOM Common Stock. The Company has fulfilled its obligations to Braulio
Gutierrez, but Mr. Gutierrez has yet to deliver stock certificates representing
his shares of VAOM Common Stock. The Company's transfer agent has put a hold on
this VAOM Common Stock until this matter is resolved. As a result of the
separation of Encore Builders from the Company, other issues may arise. For
example, it is possible that approval from the Company's stockholders was
required in order to end the Company's relationship with Encore Builders. If so,
the transaction could be challenged.

         On April 1, 2002, Encore Builders filed a mechanic's lien against
Conquistador Plaza, in the amount of $504,000, and Conquistador Plaza asserted a
claim against Encore Builders for liquidated damages. The Company is not and
does not expect to become a party to this litigation. On October 7, 2002,
Conquistador Plaza sold the Conquistador Plaza development to Shamrock in the
Gables.

Outlook and Plan of Operation

         Without Encore Builders as its subsidiary, the Company has had no
operating business since on or about March 20, 2002. The Company intends to
explore other business opportunities. There can be no assurance that the

                                       16
<PAGE>
Company will be able to find any suitable business opportunity. Suitable
business opportunities may include those presented to the Company by persons or
firms desiring to seek the perceived advantages of a corporation registered
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The
Company will not restrict its search to any specific business, industry, or
geographical location and the Company may participate in a business venture of
virtually any kind or nature.

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

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

Recent Accounting Pronouncements

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

Critical Accounting Estimates

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











                                       17
<PAGE>
                                  RISK FACTORS

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

Risks Related to the Company's Financial Condition and Business Model

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

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

The Company Has Received a Going Concern Opinion from Its Auditors

         The Company's consolidated financial statements have been prepared on
the assumption that the Company will continue as a going concern. The Company's
independent auditors have issued a report dated September 6, 2002, that includes
an explanatory paragraph stating the Company's lack of revenue generating
activities and substantial operating deficits, among other things, raise
substantial doubt about the Company's ability to continue as a going concern.

The Company Currently Has No Operations

         The Company has had no operations since the resignation on March 20,
2002 of the Company's President, Braulio Gutierrez, the subsequent assignment of
the Company's Encore Builders Common Stock to Braulio Gutierrez, and the
spin-off of Encore Builders, the Company's former wholly-owned subsidiary.

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

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

Risks Related to Legal Uncertainties

The Company May Have Violated Delaware State Law

         The Company's Certificate of Incorporation, as amended, currently
authorizes the issuance of up to 50 million shares of VAOM Common Stock. It has
come to the Company's attention that, as a result of the conversion of the VAOM
Debentures into VAOM Common Stock coupled with the decrease in the trading price
of VAOM Common Stock, investors were entitled to more shares of VAOM Common
Stock than authorized. As a result, as of October 10, 2002, the


                                       18
<PAGE>
Company has 61,110,595 shares of VAOM Common Stock issued, which exceeds the
number of shares authorized. Under the state law of Delaware, the issuance of
VAOM Common Stock in excess of the amount authorized may be void or voidable. It
may be possible to cure the overissuance by having the Company's board of
directors approve an amendment to the Company's Certificate of Incorporation so
long as the Company's stockholders agree. If this cannot be accomplished, then
the Company may be liable to the holders of the VAOM Common Stock issued in
excess of the authorized amount.

         Section 271 of the Delaware General Corporation Law provides that a
corporation may at a meeting of its board of directors sell all or substantially
all of its property and assets when and as authorized by a resolution adopted by
the holders of a majority of the outstanding stock of the corporation entitled
to vote on such a matter. On March 20, 2002, Braulio Gutierrez, who was then
President and a director of the Company, and Braulio Gutierrez's sister,
Patricia Gutierrez, who was then Vice President, Treasurer and a director of the
Company, resigned from the Company. Subsequently, the Company assigned to
Braulio Gutierrez the Encore Builders Common Stock held by the Company. This
assignment may be deemed a sale of substantially all of the Company's property
and assets and may have required the approval of the Company's stockholders. By
not obtaining stockholder approval, the Company may have violated Delaware state
law. If so, the transaction could be challenged.

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

         Section 5 of the Securities Act prohibits the sale of securities absent
an effective registration statement being filed with the SEC, unless an
exemption from registration applies. On August 27, 2001, the Company's former
parent, Acquisition Corp., offered the Acquisition Corp. Debentures. The
Acquisition Corp. Debentures were exchanged for the VAOM Debentures, and the
shares of VAOM Common Stock underlying the converted portion of the VAOM
Debentures were sold by the holders of the VAOM Debentures. This series of
transactions was performed in a manner thought to be exempt from the
registration requirements of Section 5 of the Securities Act. Reliance on these
exemptions was subsequently challenged by the SEC. As such, it is probable the
Company has violated that provision. Section 13 of the Securities Act provides
that no action shall be maintained for offering or selling securities in
violation of Section 5 unless that action is brought within one year of the date
of the violation. If actions by the holders of VAOM Common Stock received upon
conversion of the VAOM Debentures are barred by this statute of limitations, the
Company can reclassify certain amounts from temporary equity to permanent
stockholder equity. While one year has passed from the initial placement of the
VAOM Debentures, many of the VAOM Debentures were converted in the second fiscal
quarter of 2002. As of the date of this report, there have been no actions filed
against the Company based upon a violation of Section 5. Because the statute of
limitations has almost run, it is unlikely that a large portion of these holders
of VAOM Common Stock will file an action against the Company. However, any such
action maintained against the Company could have a substantial impact on the
Company's liquidity, and as the Company currently has no revenues, could also
have a substantial impact on the Company's capital resources. The ramifications
of this may entail a possible rescission offer to the stockholders affected
within the past year. Other possible ramifications include an enforcement action
by the SEC.

The Company Is Under Review by the SEC

         In December 12, 2001, the Company filed an Information Statement on
Schedule 14C with the Securities and Exchange Commission (the "SEC") to increase
the number of shares of authorized VAOM Common Stock, among other things, but
has not been able to obtain the SEC's approval of the Information Statement nor,
consequently, increase the number of shares of authorized VAOM Common Stock.
Pending resolution of this matter, the Company will not be able to realize any
proceeds from the sale of the Acquisition Corp. Debentures, other debt, or
equity. Even if the Company were able to increase its authorized capital, there
can be no assurance that the Company will be able to raise additional capital on
a debt or equity basis, or to obtain mortgage financing, to complete any of its
projects under development (should they be completed), or land purchased for
resale or development at a profit. Further, although from time-to-time the
Company enters into agreements for the sale of its properties, there can be no
assurance that the Company will be


                                       19
<PAGE>
successful in completing any of these agreements of sale, all of which are
subject to material contingencies, including, but not limited to financing and
local governmental approvals.

Other Risks

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

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

Penny Stock Regulations and Requirements for Low Priced Stock

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

Additional Debt, Convertible Debt, or Equity Financing May Effect Ability of
Investors to Sell VAOM Common Stock

         VAOM Common Stock currently trades on the OTC Bulletin Board. Stocks
trading on the OTC Bulletin Board generally attract a smaller number of market
makers and a less active public market and may be subject to significant
volatility. If the Company raises additional capital from the sale of VAOM
Common Stock, the market price could drop and the ability of investors to sell
VAOM Common Stock could be diminished. Additionally, should the Company obtain
the approval of its stockholders to increase the authorized shares of VAOM
Common Stock, the holders of the VAOM Debentures will be able to convert the
VAOM Debentures into VAOM Common Stock, thus further increasing the number of
shares of VAOM Common Stock outstanding. The issuance of shares of VAOM Common
Stock upon conversions of the VAOM Debentures may not only result in a
substantial number of shares of VAOM Common Stock being available for resale in
the public markets, but the resale of those shares may result in a substantial
decrease in the per-share market price of VAOM Common Stock.

ITEM 3.       Controls and Procedures

         Not applicable.












                                       20
<PAGE>
                                     PART II
                                OTHER INFORMATION


ITEM 1.  Legal Proceedings

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

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

ITEM 2.  Changes In Securities And Use Of Proceeds

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

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

ITEM 3.  Defaults Upon Senior Securities

         See the discussion in Part I, Item 2 and "RISK FACTORS - Risks Related
to Legal Uncertainties" regarding the Company's inability to provide VAOM Common
Stock to the VAOM Debenture holders upon conversion of the VAOM Debentures,
which items are incorporated into this Item 3 by this reference.

ITEM 4.  Submission of Matters to a Vote of Security Holders

         Not applicable.

ITEM 5.  Other Information

Going Concern

         The Company has incurred recurring operating losses and does not have
any revenue generating activities. These conditions raise substantial doubt
about the Company's ability to continue as a going concern. If at any time the
Company determines that it does not have sufficient cash in order to execute the
foregoing strategy, then the Company intends to endeavor to obtain additional
equity or other funding, if it is able do so. However, there can be no assurance
that the Company will be able to raise additional funding necessary to operate.
See "RISK FACTORS - Risks Related to the Company's Financial Condition and
Business Model."
                                       21
<PAGE>
The Market

         The Company is no longer involved in the construction industry and,
therefore, the construction market is not applicable to the Company. Management
believes the Company will be able to offer owners of acquisition candidates the
opportunity to acquire a controlling ownership interest in a publicly registered
company without incurring the cost and time required to conduct an initial
public offering. Any such acquisition candidate will, however, incur significant
legal and accounting costs in connection with an acquisition of the Company,
including the costs of preparing current reports on Form 8-K and periodic
reports on Form 10-Q or 10-QSB and Form 10-K or 10-KSB, various agreements and
other documents. The Exchange Act specifically requires that any merger or
acquisition candidate comply with all applicable reporting requirements, which
include providing audited financial statements to be included within the
numerous filings relevant to complying with the Exchange Act. The officers and
directors have not conducted market research and are not aware of statistical
data which would support the perceived benefits of a merger or acquisition
transaction for the owners of a business opportunity. The market for entering
into business opportunities presented to the Company by persons or firms
desiring to seek the perceived advantages of a corporation registered under the
Exchange Act may be limited in light of increased government regulation of
public companies, including the recently enacted Sarbanes-Oxley Act of 2002. See
"RISK FACTORS -- Risks Related to the Company's Financial Condition and Business
Model."

The Competition

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

Legal Uncertainties

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

Employees

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

ITEM 6.       Exhibits And Reports On Form 8-K

(a)      Exhibits:

Exhibit
Number                                                            Description

  3.1    Certificate of Incorporation of the Company, as amended (previously
         filed as Exhibit 3.1 to the Company's annual report on Form 10-KSB
         filed October 4, 2002).
  3.2    Bylaws of the Company (previously filed as Exhibit 3.2 to the Company's
         annual report on Form 10-KSB filed October 4, 2002).
  4.1    8% Series A Senior Subordinated Convertible Redeemable Debentures Due
         August 27, 2003 (previously filed as Exhibit 4.1 to Form 10-QSB filed
         January 18, 2002).
  4.2    Certificate of Designation of Series A Preferred Stock filed November
         5, 2001 (previously filed as Exhibit 2.3 to Form 10-QSB filed on
         January 18, 2002).

(b)      Reports on Form 8-K:

         No reports on Form 8-K were filed with the SEC during the quarter ended
August 30, 2002.

                                       22
<PAGE>

                                   SIGNATURES


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

                                   VACATION OWNERSHIP MARKETING, INC.

Date:     October 15, 2002         By: /s/ CHRISTOPHER ASTROM
                                       -----------------------------------------
                                       Christopher Astrom
                                       Chief Executive Officer
                                       Chief Financial Officer
                                       (Principal Financial Officer)

                                  CERTIFICATION


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

I, Christopher Astrom, certify that:

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

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

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

Dated:  October 15, 2002

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