U.S. SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                                
                           FORM 10-QSB
                                
                           (Mark One)
     [ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934
                                
        For the quarterly period ended November 30, 1996.
                                
[  ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
                               ACT
                                
                                
                 Commission file number 33-76634
                                
                                
             ENERGY CONSERVATION INTERNATIONAL, INC.
(Exact name of small business issuer as specified in its charter)
                                
                                
        Florida                                            59-3223766
  (State of Incorporation)                             (IRS Employer ID No.)
                                
                                
                        503 Barnes Drive
                       Brandon, FL  33511
            (Address of principal executive offices)
                                
                                
                                
                       (813) - 662 - 9330
                   (Issuer's telephone number)
                                
                                
                                
                               N/A
 (Former name, former address and former fiscal year, if changed
                       since last report)
                                
                                
                                
 Indicate by check mark whether the registrant (1) has filed all
  reports to be filed 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 [  ]
                                
               DOCUMENTS INCORPORATED BY REFERENCE
                              None
                                
    Common stock, $0.01 par value per share; 3,387,779 shares
                   outstanding as of 1/14/97.
                                
                                
                                
                                
                                
                                
                                
                             Page 1
                                
                                
             ENERGY CONSERVATION INTERNATIONAL, INC.
                                
                                
                        Table of Contents
                                
                                
PART I     Financial Information      Page No.
                                      
Item 1 - Financial Statements         
-Index to Financial Statements        F-1
-Consolidated Balance Sheets          F-2
-Consolidated Statements of Income    F-3
-Consolidated Statements of           F-4
Stockholders' Equity
-Consolidated Statements of Cash      F-5
Flows
-Notes to Consolidated Financial      F-6
Statements
                                      
Item 2 - Management's' Discussion     9
and Analysis
                                      
PART II - Other Information           
                                      
Item 1 - Legal Proceedings            11
Item 2 - Changes in Securities        11
Item 3 - Defaults Upon Senior         11
Securities
Item 4 - Submission of Matters to a   11
Vote of Security Holders
Item 5 - Other Information            11
Item 6 - Exhibits and Reports on      11
Form 8-K
                                      
SIGNATURES                            12
                                      
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                             Page 2
                                
                                
             ENERGY CONSERVATION INTERNATIONAL, INC.
                                

PART I     Financial Information

Item 1         Financial Statements


                  INDEX TO FINANCIAL STATEMENTS
                                
                                
Consolidated Balance Sheets           F-2
Consolidated Statements of Income     F-3
Consolidated Statements of            F-4
Stockholders' Equity
Consolidated Statements of Cash       F-5
Flows
Notes to Consolidated Financial       F-6
Statements
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                               F-1
                                
             Energy Conservation International, Inc.
              (f/k/a Vision Marketing Group, Inc.)
                   Consolidated Balance Sheets
                                
                                 Nov. 30,    May 31,
                                   1996        1996
                                (Unaudited)  (Audited)
                                   
ASSETS                                                
                                                      
CURRENT ASSETS                                        
 -Cash                             $ 4,227       $   0
 -Accounts receivable                9,987           0
 -Inventory                         87,652           0
 -Prepaid expenses                                    
                                    17,487           0
                                                      
Total Current Assets                                  
                                   119,353           0
                                                      
PROPERTY AND EQUIPMENT                                
 -Property & Equipment             198,907      16,000
 -Less-accumulated depreciation     (5,925)    (15,846)
                                                      
Total Property and Equipment       192,982         154
                                                      
OTHER ASSETS                        28,423      13,742
                                                      
Total Assets                      $340,758     $13,896
                                   =======    ========
                                                      
LIABILITIES AND STOCKHOLDERS' EQUITY
                                                      
CURRENT LIABILITIES                                   
 -Accounts Payable                 $98,517     $13,225
 -Accrued Expenses                  26,755       5,457
                                                      
Total Current Liabilities          125,272      18,682
                                                      
LONG TERM LIABILITIES                                 
 -Note Payable                           0      15,049
                                                      
DUE TO RELATED PARTIES             212,141           0
                                                      
Total Liabilities                  337,413      33,731
                                                      
STOCKHOLDERS' EQUITY                                  
 -Common stock, $0.01 par                             
value; Authorized 50,000,000                          
shares; issued and outstanding                        
2,505,833 at May 31, 1996 and       33,878      25,058
issued and outstanding
3,387,779 at November 30, 1996
 -Preferred stock, no par                             
value; Authorized 10,000,000             0           0
shares; issued and outstanding
0 (none)
 -Additional paid-in-capital       267,219      57,563
 -Retained earnings (deficit)     (297,752)   (102,456)
                                                      
Total Stockholders' Equity           3,345    (19,835)
                                                      
Total Liabilities and             $340,758     $13,896
Stockholders' Equity              ========    ========
       See notes to the Consolidated Financial Statements
                                
                               F-2
                                
             Energy Conservation International, Inc.
              (f/k/a Vision Marketing Group, Inc.)
                Consolidated Statements of Income
                                
                      3 Months Ended         6 Months Ended
                   Nov. 30,   Dec. 31,     Nov. 30,   Dec. 31,
                     1996       1995         1996       1995
                (Unaudited)  (Unaudited)  (Unaudited)  (Unaudited)
                  
                                                             
Revenues            $ 15,077  $(10,240)   $ 18,610    $ 2,001
Cost of sales         31,052    (3,516)     34,059        150
                                                             
Gross Profit        (15,975)    (6,724)   (15,449)      1,851
                                                             
Selling and                                                  
operating expenses   106,333     13,068    172,311     29,163
                                                             
Income (loss) from (122,308)   (19,792)  (187,760)   (27,312)
operations
                                                             
Interest expense     (4,003)      (771)    (4,596)      (771)
                                                             
Other income                                                 
(expense)            (1,755)      (508)    (2,944)    (1,522)
                                                             
Income (loss)      (128,066)   (21,071)  (195,300)   (29,605)
before taxes
                                                             
Provision                                                    
(benefit) for              0          0          0          0
income taxes
                                                             
Net income (loss)  $(128,066)  $(21,071)  $(195,300)  $(29,605)
                    ========    ========   ========    ========
Net income per                                               
weighted average    $(0.047)   $(0.008)   $(0.074)     $(0.012)
common shares       ========   ========   ========     ========
Weighted average                                             
common shares      2,745,590  2,505,833  2,641,314    2,505,833
outstanding         ========   ========   ========     ========
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
       See notes to the Consolidated Financial Statements
                                
                               F-3
                                
             Energy Conservation International, Inc.
              (f/k/a Vision Marketing Group, Inc.)
         Consolidated Statements of Stockholders' Equity
                                
                                
                                    Additional   Retained       Total
                 Common  Preferred    Paid-In    Earnings/   Shareholders'
                  Stock   Stock       Capital    (Deficit)      Equity

                     
BALANCE, May 31, $25,05   $  0        $57,563   $(102,452)     $(19,831)
1996       
                                                         
Issuance of       8,820      0        209,656           0       218,476
Common Stock                                                              

Net Loss              0      0              0    (195,300)     (195,300)
                                       
                                                         
BALANCE Nov.    $33,878   $  0       $267,219   $(297,752)    $   3,345
30,1996         =======   =====      ========   ==========    =========
(Unaudited)                               
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
       See notes to the Consolidated Financial Statements
                                
                               F-4
                                
             Energy Conservation International, Inc.
              (f/k/a Vision Marketing Group, Inc.)
              Consolidated Statements of Cash Flows
                                
                                       6 Months Ended
                                 Nov. 30,1996   Dec. 31,1995
                                 (Unaudited)     (Unaudited)
CASH FLOWS FROM OPERATING:                           
 -Net income (loss)               $(195,300)     $ (29,605)
Adjustments to reconcile net                         
loss to net cash used for
operating activities:
 -Depreciation and amortization        6,106         1,522
(Increase) / decrease in assets:
 -Accounts receivable                 (9,987)            0
 -Inventory                          (87,652)            0
 -Prepaid expenses                   (17,487)            0
Increase / (decrease) in liabilities:
 -Accounts Payable                    85,292        12,382
 -Accrued expenses                    21,298        (5,364)
                                                     
Net cash provided by (used in)                       
operating activities                (197,730)      (21,065)
                                                     
CASH FLOWS FROM INVESTING                            
ACTIVITIES:
Purchases of property & equipment   (198,907)            0
Proceeds from sale of assets             154             0
Other assets - net                   (14,704)            0
Loans to related parties & others       (154)            0
                                                     
Net cash provided by (used in)                       
investing activities                (213,611)            0
                                                     
CASH FLOWS FROM FINANCING                            
ACTIVITIES:
Proceeds from issuance of            218,476             0
common stock
Related party debt - net             212,141         3,922
Borrowings of bank debt                    0        15,249
Repayments of long term debt         (15,049)            0
                                                     
Net cash provided by (used in)                       
financing activities                 415,568        19,171
                                                     
Net increase (decrease) in cash        4,227        (1,894)
CASH, beginning of period                  0         1,839
                                                     
CASH, end of period                $   4,227      $   (55)
                                   =========      ========    
                                                     
SUPPLEMENTAL DISCLOSURE OF CASH                      
FLOW INFORMATION:
Interest paid in cash              $   5,443     $    393
                                   =========     =========
                                
                                
                                
                                
                                
                                
                                
                                
       See notes to the Consolidated financial statements
                                
                               F-5
                                
             Energy Conservation International, Inc.
              (f/k/a Vision Marketing Group, Inc.)
                                
                  Notes to Financial Statements
                                
             November 30, 1996 and December 31, 1995



Note 1 - Basis of Presentation

The   accompanying  unaudited  financial  statements  have   been
prepared  in  accordance with the generally  accepted  accounting
principles  for  interim  financial  information  and  with   the
instructions  to  Form  10-Q and Rule 10-01  of  Regulation  S-X.
Accordingly,  they  do  not include all of  the  information  and
footnotes  required  by generally accepted accounting  principles
for complete financial statements.  In the opinion of management,
all   adjustments   (consisting  of  normal  recurring  accruals)
considered necessary for a fair presentation have been  included.
Operating  results  for the three months  and  six  months  ended
November  30,1996 are not necessarily  indicative of the  results
that  may be expected for the year ended May 31,1997.

The  company changed it's fiscal year end from December 31 to May
31.   These  financial statements have a current period  covering
June thru November of 1996.  It is not feasible or cost effective
to recast and we are comparing to July thru December of 1995.

Note - 2 Principles of Consolidation

The  consolidated financial statements include  the  accounts  of
ENERGY  CONSERVATION INTERNATIONAL, INC. (f/k/a Vision  Marketing
Group,  Inc.) and its wholly owned subsidiary, Mor-Lite of  North
America,  Inc. which was started on June 13, 1996.  All  material
intercompany transactions have been eliminated.

Note - 3 Acquisition of Subsidiary and Assets

On  June  12, 1996 the State of Florida approved the Articles  of
Incorporation  for  Mor-Lite of North America,  Inc.  ("MLNA")  a
wholly owned subsidiary of the Company, and on June 13, 1996  the
Company  acquired some assets and U.S. Governmental part  numbers
from  a  company  in  the  business of energy-efficient  lighting
products  and  elected to form this wholly  owned  subsidiary  to
facilitate  the  acquisition and to  transact  this  business  on
behalf of the Company.
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                               F-6
Item 2 Management Discussion and Analysis

Results of Operations - Second Quarter ended November 30, 1996
compared to quarter ended December 31, 1995

As  previously reported, the Company changed its fiscal year  end
from  December 31 to May 31.  This Form 10-Q has a current period
covering September thru November of 1996.  It is not feasible  or
cost-effective to recast and we are comparing it to October  thru
December of 1995.

Revenues for the quarter ended November 30, 1996 were $15,077  as
compared  to $(10,240) for the quarter ended December  31,  1995.
(There  was a sales return of $10,240 in October of 1995.)   Cost
of  sales  for the quarter ended November 30, 1996 were  $31,052.
They include cost of materials and allocated overhead of $12,784.
However,  due to the low volume of sales there was an  additional
$18,268  of factory overhead not allocated to sales or inventory,
thus  creating  a  negative gross profit of  $15,795.   Operating
expenses for the quarter ended November 30, 1996 totaled $106,333
- an increase of 713.69% or $93,265 over the $13,068 of operating
expenses  for  the 3-month period ended December 31,  1995.   The
majority  of  this increase can be attributed to the  development
costs  associated with the Company's new subsidiary (Mor-Lite  of
North  America,  Inc.  - MLNA) in the energy conservation  field,
which  is  where the Company is concentrating its  efforts.   The
increase   included   payroll  and  sales  representative   costs
associated with the staffing of MLNA's management and sales team,
totaling  $67,500.00,  as compared to no payroll  costs  for  the
quarter  ended December 31, 1995.  For the current  quarter  this
amount  included  accrued salaries of  $19,500  to  Mr.  Jose  A.
Alvarez,  the Chief Executive Officer of the Company, and  $3,000
to  Mr.  Steven Alvarez, the Corporate Secretary and  Controller.
These  salaries were not paid and Mr. Jose Alvarez and Mr. Steven
Alavarez will not draw these salaries until the proper funds  are
available.  The amount owed them is reflected as part of the `Due
to  Related  Parties'.  In addition Mr. Elton R. Guffey  did  not
draw  $10,000 of his salary, this amount is included  in  accrued
salaries.

This  increase  for  the  quarter ended November  30,  1996  also
included  an additional $16,635 of selling and marketing expenses
for  travel, trade shows, marketing materials and advertising  to
present the Company's product to potential customers.  There were
no  selling and marketing expenses for the quarter ended December
31, 1995.

The  Company's interest expense was $4,003, compared to $771  for
1995.   Other  expenses included $1,767 for general  depreciation
and  amortization, an increase of 247.83% or $1,259, compared  to
$508  for 1995.  Net loss for the quarter ended November 30, 1996
was  $128,066  or $0.047 per share, versus a loss of  $21,071  or
$0.008 per share for the quarter ended December 31,1995.

Plan of Operation

As  disclosed in the U.S. Securities and Exchange Commission Form
10-KSB for the transition period from January 1, 1996 to May  31,
1996, the Company closed out its escrow on June 7, 1996.  On June
12,  1996  the  Board of Directors and the majority  shareholders
authorized  the use of the proceeds of the offering  to  transact
business in
the  energy conservation field;  also on this date the  state  of
Florida  approved the Articles of Incorporation for  Mor-Lite  of
North  America, Inc. ("MLNA"), a wholly owned subsidiary  of  the
Company.   Moreover, on June 13, 1996 the Company  acquired  some
assets  and U.S. Governmental part numbers from a company in  the
business  of  energy efficient lighting products and  elected  to
form  this  wholly owned subsidiary to facilitate the acquisition
and  transact business on behalf of the parent company --  Energy
Conservation International, Inc. (ECI).

The  Company  for the quarter and six months ended  November  30,
1996 has been expending its funds including advances from the CEO
Mr. Jose Alvarez (see Liquidity and Capital Resources) to develop
and  position  its  subsidiary MLNA to  present  and  market  its
products to potential customers including the Federal Government.
It  included the hiring of its management and sales team  led  by
MLNA  President Mr. Elton R. Guffey and Mr. Dale K.  Adams,  Vice
President and Director of Marketing.  Mr. Adams has been involved
with  energy  conservation products for the past 26  years.   The
Company  has  now  obtained  necessary equipment,  inventory  and
facilities to become fully operational.



                                
                                
                                
                             Page 9
                                
The  Company's subsidiary, MLNA, is now operational with the same
directors  as ECI, led by Chairman Daniel S. Pena,  Sr.  and  CEO
Jose A. Alvarez.  The executives of MLNA, as indicated, have many
years of industry experience in the energy conservation field, as
well  as  extensive  knowledge of dealing  with  U.S.  Government
contracts.  The Company had started preliminary energy audits and
prepared bids on both commercial and Governmental contracts.  The
Company had received an order at the end of November 30, 1996 for
$135,573.

The  management of the Company intends to pursue other  potential
mergers and acquisitions in the energy conservation field.   This
will enable the Company to increase in size and revenues and thus
become a more dominant player in this dynamic field.

Liquidity and Capital Resources

The  funds  raised  by  the sale, at the closing  of  the  escrow
mentioned  above,  of  the 35,001 shares of  common  stock  which
raised  $210,006 - pursuant to the Offering and Prospectus  dated
June  7, 1995 - have been used to start and develop the operation
of MLNA, with the proceeds used to market, purchase inventory and
some  equipment,  and hire personnel, as required,  for  MLNA  to
become  a  fully  operational company.   The  Company's  lack  of
operating  revenues as it has been developing MLNA has failed  to
provide  sufficient  cash to meet the Company's  operational  and
development  costs.   The Company was not  able  to  secure  from
financial  institutions the funds to purchase the  new  equipment
needed  to  produce its product or finance its daily  operations.
Since the Company needed this new equipment to be able to produce
its  product,  Mr.  and  Mrs. Jose A. Alvarez  personally  loaned
$150,000 from personal assets, and lent it to the corporation  as
an  unsecured loan to accomplish this.  Mr. and Mrs. Alvarez also
lent the corporation an additional $30,568 thru November 30, 1996
for  its daily operations.  Whereas, these loans where absolutely
necessary  for  the  corporation to continue its  existence,  the
Board of Directors (with Mr. Jose Alvarez obstaining) on November
8,  1996  resolved  to  issue Mr. and Mrs. Jose  Alvarez  846,945
shares  of  common  stock  for $8,469.45  as  part  of  the  loan
agreement consideration and funds advanced.

The  Company's sources of capital in the future should come  from
operating revenues as it starts producing sales.  The Company  is
also continuing to seek financing sources and Mr. Alvarez will be
making additional fund advances.
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                             Page 10
                                
             Energy Conservation International, Inc.
              (f/k/a Vision Marketing Group, Inc.)
                                
PART II     Other Information


Item 1      Legal Proceedings

On  October 14, 1996 the Company's subsidiary Mor-Lite  of  North
America,  Inc.  was named in a legal proceeding as  "a  successor
corporation"  in a case versus Mor-lite, Inc., the  company  from
which some assets were purchased.  This was an asset purchase and
there   was   no   continuation  of  business  nor   any   common
shareholders.   The  Company expects to be  successful  in  being
dropped  as  a defendant since it did not assume any  liabilities
nor was there a continuation of business.

Item 2      Changes in Securities

None

Item 3      Defaults Upon Senior Securities

None

Item 4      Submission of Matters to a Vote of Security Holders

On  June  11,  1996, a special shareholders meeting  approved  by
majority  vote of shareholders and proxy, the use of the proceeds
of  the public offering to include the investment of $75,000  for
the  purchase of certain assets of Mor-Lite, Inc..  All 2,223,501
shares  represented at the meeting voted in favor of the  action.
This  is  87.5% of the 2,540,834 shares outstanding at the  time.
This  included approval of 100% (35,001 shares) purchased through
the  public  offering.   Subsequently, on November  8,  1996,  by
written consent to action of the shareholders ratified the above,
as  well  as,  the election of the Board of Directors,  corporate
name    change,   authorized   shares,   amended   articles    of
incorporation, and actions by the Board of Directors  since  June
11,  1996, as previously reported on May 31, 1996 - 10-KSB  filed
on August 29, 1996 and on Form 8-K filed on August 29, 1996.

Item 5 Other Information (Additional Stock Issue)                               
                                
See Liquidity and Capital Resources, Page 10                                
                                
Item 6 Exhibits and Reports on Form 8-K

None                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                             Page 11
                                
             Energy Conservation International, Inc.
              (f/k/a Vision Marketing Group, Inc.)
                                
                           SIGNATURES
                                

Pursuant  to  the  registration requirements  of  the  Securities
Exchange Act of 1934, the registrant has duly caused this  report
to  be  signed  on its behalf by the undersigned  thereunto  duly
authorized.



             ENERGY CONSERVATION INTERNATIONAL, INC.
                          (Registrant)
                                
                                
  BY: /s/ Daniel S. Pena Sr.__________________________________
                       Daniel S. Pena Sr.
                      Chairman of the Board
                                
                                
                                
                                
  BY: /s/ Jose A. Alvarez, CPA_________________________________
                      Jose A. Alvarez, CPA
   President, Chief Executive Officer, Chief Financial Officer
                                
                                
                                
                                
                                
DATED: February  20, 1997
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                             Page 12