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 August 31, 1996, due on
    October 15, 1996, actually filed on January 17, 1997.
                              
   [  ] 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; 2,540,834 shares
                 outstanding as of 10/15/96.
                              
                              
                              
                           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
                              
                                  August 31, 1996        May 31, 1996
                                    (Unaudited)           (Audited)
ASSETS                                                                   
                                                                         
CURRENT ASSETS                                                           
 -Cash                                  $      4,973        $           0
 -Accounts recievable                          3,532                    0
 -Inventory                                   55,810                    0
 -Prepaid expenses                            18,390                    0
                                                                         
Total Current Assets                          82,705                    0
                                                                         
PROPERTY AND EQUIPMENT                                                   
 -Property & Equipment                        93,245               16,000
 -Less - accumulated                         (2,310)             (15,846)
depreciation
                                                                         
Total Property and Equipment                  90,935                  154
                                                                         
OTHER ASSETS                                  33,253               13,742
                                                                         
Total Assets                                $206,893              $13,896
                                              ======                =====
                                                                         
LIABILITIES AND STOCKHOLDERS'                                            
EQUITY
                                                                         
CURRENT LIABILITIES                                                      
 -Accounts Payable                        $   39,374              $13,225
 -Accrued Expenses                            16,859                5,457
                                                                         
Total Current Liabilities                     56,233               18,682
                                                                         
LONG TERM LIABILITIES                                                    
 -Note Payable                                15,049               15,049
                                                                         
DUE TO RELATED PARTIES                        12,673                    0
                                                                         
Total Liabilities                             83,955               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                 25,408               25,058
issued and outstanding
2,540,834 at August 31, 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)              (169,689)            (102,456)
                                                                         
Total Stockholders' Equity                   122,938             (19,835)
                                                                         
Total Liabilities and                       $206,893              $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
                              
                                   August 31, 1996  September 30, 1995
                                     (Unaudited)        (Unaudited)
                                                                 
Revenues                               $   3,532          $12,241
Cost of sales                            (3,000)          (3,666)
                                                                 
Gross Profit                                 532             8575
                                                                 
Selling and operating expenses            65,984           16,095
                                                                 
Income (loss) from operations           (65,452)          (7,520)
                                                                 
Interest expense                           (592)                0
                                                                 
Other income (expense)                   (1,189)          (1,014)
                                                                 
Income (loss) before taxes              (67,233)          (8,534)
                                                                 
Provision (benefit) for income                 0                0
taxes
                                                                 
Net income (loss)                      $(67,233)         $(8,534)
                                         =======           ======
Net income per share                    $(0.026)         $(0.003)
                                          ======           ======
Shares outstanding                     2,540,234        2,505,833
                                         =======          =======
                              
                              
                       
     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
                              
                              
                                     
                  Common   Preferred Additional  Retained     Total
                   Stock    Stock      Paid-In   Earnings/  Shareholders'   
                                       Capital   (Deficit)    Equity
                                                                       
BALANCE, May 31,   $25,058        0    $57,563  $(102,045)    $(19,835)
1996                                                    
                                                                       
Issuance of            350        0    209,656          0       210,006
Common Stock
                                                                       
Net Loss                 0        0          0   (67,233)      (67,233)
                                                                       
BALANCE            $25,408        0   $267,219  $(169,689)     $122,938
August31,1996       ======        =    =======   ========       =======
(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
                              
                                3 months ended        3 months ended
                                August 31, 1996     September 30, 1995
                                   (Unaudited)         (Unaudited)  
                          
CASH FLOWS FROM OPERATING:                                      
 -Net income (loss)                  $(67,233)          $(8,534)
Adjustments to reconcile net                                    
loss to net cash used for
operating activities:
 -Depreciation and amortization          2,389             1,014
(Increase) / decrease in                                        
assets:
 -Accounts receivable                  (3,532)          (12,240)
 -Inventory                           (55,810)                 0
 -Prepaid expenses                    (18,390)                 0
Increase / (decrease) in                                        
liabilities:
 -Accounts Payable                      26,149             3,666
 -Accrued expenses                      11,402           (3,112)
                                                                
Net cash provided by (used in)       (105,025)          (19,206)
operating activities
                                                                
CASH FLOWS FROM INVESTING                                       
ACTIVITIES:
Purchases of property &               (93,245)                 0
equipment
Proceeds from sale of assets               154                 0
Other assets - net                    (19,436)                 0
Loans to related parties &               (154)                 0
others
                                                                
Net cash provided by (used in)       (112,681)                 0
investing activities
                                                                
CASH FLOWS FROM FINANCING                                       
ACTIVITIES:
Proceeds from issuance of              210,006                 0
common stock
Related party debt - net                12,673             5,585
Borrowings of bank debt                      0            15,000
                                                                
Net cash provided by (used in)         222,679            20,585
financing activities
                                                                
Net increase (decrease) in cash          4,973             1,379
CASH, beginning of period                    0             1,839
                                                                
CASH, end of period                  $   4,973          $  3,218
                                          ====              ====
       
                              
     See notes to the Consolidated financial statements
                              
                             F-5
                              
           Energy Conservation International, Inc.
            (f/k/a Vision Marketing Group, Inc.)
                              
                Notes to Financial Statements
                              
           August 31, 1996 and September 30, 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  ended  August  31,1996  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, July and August of 1996.  It is not feasible
or  cost  effective to recast and we are comparing to  July,
August and September 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 acquired 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 certain assets and U.S.
Governmental part numbers from a well established 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 - First Quarter ended August 31, 1996
compared to quarter ended September 30, 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 June, July and August of 1996.  It
is not feasible or cost-effective to recast and we are
comparing it to July, August and September of 1995.

Revenues for the quarter ended August 31, 1996 were $3,532
as compared to $12,240 for the quarter ended September 30,
1995.  (However, there was a sales return of $10,240 in
October of 1995, leaving only a net revenue of $2,000)
Operating expenses for the quarter ended August 31, 1996
totaled $65,984 - an increase of 309.97% or $49,889 over the
$16,095 of operating expenses for the 3-month period ended
September 30, 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 consultant costs associated with the staffing of
MLNA's management and sales team, totaling $37,500.00, as
compared to no payroll costs for the quarter ended September
30, 1995.  For the current quarter, Mr. Jose A. Alvarez, the
Chief Executive Officer of the Company, did not draw any
salary.

The Company also had $12,000 of accounting and auditing fees
for the quarter ended August 31, 1996, compared to no costs
in 1995, to bring all the accounting and reporting
requirements up-to-date.

The Company's interest expense was $592, compared to $0 for
1995.  Other expenses totaled $1,189 for general
depreciation and amortization, an increase of 17.26% or
$175, compared to $1,014 for 1995.  Net loss for the quarter
ended August 31, 1996 was $67,233 or $0.026 per share,
versus a loss of $8,534 or $0.003 per share for the quarter
ended September 30,1995.

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 certain
assets and U.S. Governmental part numbers from a well-
established 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).



                           Page 9



On June 13, 1996 also, MLNA contracted the services of Mr.
Elton R. Guffey under a five (5) year written agreement to
manage and administer the day-to-day business affairs of
MLNA, and to provide for the marketing and sale of MLNA
products and services.  Such marketing functions are
primarily planned and overseen by Mr. Dale K. Adams, the
Vice President and Director of Marketing of MLNA. Mr. Adams
has been involved with energy conservation products for the
past 26 years, having acquired broad managerial expertise by
discharging numerous responsibilities associated with sales
and marketing, focusing on product development and
packaging, strategic planning, dealer network development
and new market segment expansion.

On July 8, 1996 the Company changed its name from Vision
Marketing Group, Inc. to Energy Conservation International,
Inc. (ECI), as was reported in the U.S. Securities and
Exchange Commission Form 8-K filed August 29, 1996. 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 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 at
$6.00 per share - 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.
Furthermore, equipment needed for this purpose had been
ordered by the end of August, with a delivery date of
September 8, 1996 stipulated for the main machineries to
produce the products.  The Company had a $15,049 loan
outstanding, with a bank and certain payables.  The Company
is seeking financing for the equipment as well as additional
working capital to fully operate as it has not started to
produce the necessary revenues to fund operations.
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                           Page 10
                              
                              
           Energy Conservation International, Inc.
            (f/k/a Vision Marketing Group, Inc.)
                              
PART II     Other Information


Item 1      Legal Proceedings

The Company is not a party to any legal proceedings

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

The Company is filing this report to the Securities and
Exchange Commission late.  This report was due to have been
filed on October 15, 1996 and it is actually being filed on
January  , 1997.

Item 6      Exhibits and Reports on Form 8-K

Form 8-K was filed on August 29, 1996 which reported changes
in control of registrant and closing escrow;  establishing a
subsidiary which acquired assets and U.S. Governmental part
numbers from a company in the business of energy efficient
lighting; change in company name and increase of authorized
shares;  election of new Board of Directors;  and change in
fiscal year to May 31.
                              
                              
                              
                              
                              
                              
                              
                              
                           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: January  17, 1997
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                           Page 12