content: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                              CAPITAL SOLUTIONS I, INC.
                            ----------------------------
               (Exact name of Registrant as specified in its charter)
  
                    Delaware                    13-2648442
                      -------------------------------------
           (State or other jurisdiction of (IRS Employer incorporation or
           organization) Identification No.)
  
               6915 RED ROAD, SUITE #222, CORAL GABLES, FLORIDA 33143
              ---------------------------------------------------------
      (Address of Principal Executive Offices, including ZIP Code)
  
                             2005 Equity Incentive Plan
           ---------------------------------------------------------------
                              (Full title of the plan)
  
                                 CHRISTOPHER ASTROM
               6915 RED ROAD, SUITE #222, CORAL GABLES, FLORIDA 33143
              ---------------------------------------------------------
                       (Name and address of agent for service)
  
                                    (305)666-6565
                                   --------------
            (Telephone number, including area code, of agent for service)
  
                           CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  ------------------------ ---------------------- ---------------------- ---------------------- ----------------------
  
    Title of each class                             Proposed maximum       Proposed maximum
     securities to be                              offering price per     aggregate offering          Amount of
        Registered               Amount to                share                  price            registration fee
                               be registered
  ------------------------ ---------------------- ---------------------- ---------------------- ----------------------
  <S>                      <C>                    <C>                    <C>                    <C>
  $.0000001 par value           50,000,000                $0.08              $4,000,000(1)             $470.80
  common stock
  </TABLE>
  
  (1) This calculation is made solely for the purposes of determining the
  registration fee pursuant to the provisions of Rule 457(c) under the Securities
  Act of 1933, as amended, and is calculated on the basis of the average of the
  high and low prices per share of the common stock reported on the OTC Bulletin
  Board as of April 27, 2005, a date within five business days prior to the filing
  of this registration statement.
  <PAGE>
                                     PROSPECTUS
                             CAPITAL SOLUTIONS I, INC.
                         50,000,000 Shares of Common Stock
  
  This prospectus relates to the offer and sale by CAPITAL SOLUTIONS I, INC., a
  Delaware corporation (the "Registrant"), of shares of its $.0001 par value per
  share common stock to certain employees, officers, directors and consultants
  (the "Beneficiaries") pursuant to the 2005 Equity Incentive Plan (the "Stock
  Plan"). Pursuant to the Stock Plan, Registrant is registering hereunder and then
  issuing, as appropriate, to the Beneficiaries 50,000,000 shares of common stock.
  
  The common stock is not subject to any restriction on transferability.
  Recipients of shares other than persons who are "affiliates" of Registrant
  within the meaning of the Securities Act of 1933 (the "Act") may sell all or
  part of the shares in any way permitted by law, including sales in the
  over-the-counter market at prices prevailing at the time of such sale.
  
  The common stock is traded on the OTC Bulletin Board under the symbol "CSIN.OB"
  On April 27, 2005, the closing price for the common stock was $0.07 per share.
  
  These Securities Have Not Been Approved or Disapproved By The Securities and
  Exchange Commission nor Has The Commission Passed Upon The Accuracy Or Adequacy
  Of This Prospectus. Any Representation To The Contrary Is A Criminal Offense.
  
  The date of this prospectus is April 28, 2005.
  
  This prospectus is part of a registration statement which was filed and became
  effective under the Securities Act of 1933, as amended (the "Securities Act"),
  and does not contain all of the information set forth in the registration
  statement, certain portions of which have been omitted pursuant to the rules and
  regulations promulgated by the U.S. Securities and Exchange Commission (the
  "Commission") under the Securities Act. The statements in this prospectus as to
  the contents of any contracts or other documents filed as an exhibit to either
  the registration statement or other filings by Registrant with the Commission
  are qualified in their entirety by the reference thereto.
  
  A copy of any document or part thereof incorporated by reference in this
  prospectus but not delivered herewith will be furnished without charge upon
  written or oral request. Requests should be addressed to: Capital Solutions I,
  Inc., 6915 Red Road, Suite #222, Coral Gables, Florida 33143. Registrant's
  telephone number is (305) 666-6565.
  
  Registrant is subject to the reporting requirements of the Exchange Act and in
  accordance therewith files reports and other information with the Commission.
  These reports, as well as the proxy statements, information statements and other
  information filed by Registrant under the Exchange Act may be inspected and
  copied at the public reference facilities maintained by the Commission at 450
  Fifth Street, N.W. Washington D.C. 20549 or at the Commission's website at
  sec.gov.
  
  No person has been authorized to give any information or to make any
  representation, other than those contained in this prospectus, and, if given or
  made, such other information or representation must not be relied upon as having
  been authorized by Registrant. This prospectus does not constitute an offer or a
  solicitation by anyone in any state in which such is not authorized or in which
  the person making such is not qualified or to any person to whom it is unlawful
  to make an offer or solicitation.
  
  Neither the delivery of this prospectus nor any sale made hereunder shall, under
  any circumstances, create any implication that there has not been a change in
  the affairs of Registrant since the date hereof.
  
                                         2
  <PAGE>
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  The documents containing the information specified in Part I will be separately
  sent or given to the eligible participants as specified by Rule 428(b)(1) of the
  Securities Act of 1933, as amended (the "Securities Act"). In accordance with
  the instructions to Part I of Form S-8, such documents will not be filed with
  the Securities and Exchange Commission (the "Commission") either as part of this
  registration statement or as prospectuses or prospectus supplements pursuant to
  Rule 424 of the Securities Act.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  Incorporation of Documents by Reference.
  
           The registrant is subject to the informational and reporting
  requirements of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of
  1934, as amended (the "Exchange Act"), and in accordance therewith files
  reports, proxy statements and other information with the Securities and Exchange
  Commission (the "Commission"). The following documents, which are on file with
  the Commission, are incorporated in this registration statement by reference:
  
           (a) The registrant's latest annual report filed pursuant to Section
  13(a) or 15(d) of the Exchange Act or the latest prospectus filed under the
  Securities Act that contains audited financial statements for the registrant's
  latest fiscal year for which such statements have been filed. The registrant's
  latest annual report was filed on Form 10K-SB on September 14, 2004 for fiscal
  year ended May 31, 2004.
  
           (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
  Exchange Act since the end of the fiscal year covered by the document referred
  to in (a) above, including the Registrant's quarterly reports filed on Form
  10Q-SB on April 20, 2005 for the quarter ended February 28, 2005, on January 19,
  2005 for the quarter ended November 30, 2004, and on October 15, 2004 for the
  quarter ended August 31, 2004.
  
           (c) The description of the securities contained in the registrant's
  periodic reports filed under the Exchange Act, including any amendment or report
  filed for the purpose of updating such description.
  
           All documents subsequently filed by the registrant pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
  post-effective amendment which indicates that all securities offered hereby have
  been sold or which deregisters all securities then remaining unsold, shall be
  deemed to be incorporated by reference in this registration statement and to be
  part hereof from the date of the filing of such documents. Any statement
  contained in a document incorporated or deemed to be incorporated by reference
  herein shall be deemed to be modified or superseded for the purposes of this
  registration statement to the extent that a statement contained herein or in any
  other subsequently filed document which also is or is deemed to be incorporated
  by reference herein modifies or supersedes such statement. Any statement so
  modified or superseded shall not be deemed, except as so modified or superseded,
  to constitute a part of this registration statement.
  
  Item 4.  Description of Securities.
  
  Not applicable.
  
                                         3
  <PAGE>
  Item 5.  Interests of Named Experts and Counsel.
  
  Not applicable.
  
  Item 6.  Indemnification of Directors and Officers.
  
  Section 102 of the Delaware General Corporation Law permits a corporation to
  eliminate the personal liability of directors of a corporation to the
  corporation or its stockholders for monetary damages for a breach of fiduciary
  duty as a director, except where the director breached his duty of loyalty,
  failed to act in good faith, engaged in intentional misconduct or knowingly
  violated a law, authorized the payment of a dividend or approved a stock
  repurchase in violation of Delaware corporate law or obtained an improper
  personal benefit. The Registrant's certificate of incorporation provides that no
  director of the Registrant shall be personally liable to it or its stockholders
  for monetary damages for any breach of fiduciary duty as director,
  notwithstanding any provision of law imposing such liability, except to the
  extent that the Delaware General Corporation Law prohibits the elimination or
  limitation of liability of directors for breaches of fiduciary duty.
  
  Section 145 of the Delaware General Corporation Law provides that a corporation
  has the power to indemnify a director, officer, employee, or agent of the
  corporation and certain other persons serving at the request of the corporation
  in related capacities against expenses (including attorneys' fees), judgments,
  fines and amounts paid in settlements actually and reasonably incurred by the
  person in connection with an action, suit or proceeding to which he is or is
  threatened to be made a party by reason of such position, if such person acted
  in good faith and in a manner he reasonably believed to be in or not opposed to
  the best interests of the corporation, and, in any criminal action or
  proceeding, had no reasonable cause to believe his conduct was unlawful, except
  
  
  
                                         4
  <PAGE>
  that, in the case of actions brought by or in the right of the corporation, no
  indemnification shall be made with respect to any claim, issue or matter as to
  which such person shall have been adjudged to be liable to the corporation
  unless and only to the extent that the Court of Chancery or other adjudicating
  court determines that, despite the adjudication of liability but in view of all
  of the circumstances of the case, such person is fairly and reasonably entitled
  to indemnify for such expenses which the Court of Chancery or such other court
  shall deem proper.
  
  Our certificate of incorporation provides that we will indemnify each person who
  was or is a party or threatened to be made a party to any threatened, pending or
  completed action, suit or proceeding.
  
  Item 7.  Exemption from Registration Claimed.
  
  Not applicable.
  
  Item 8.  Exhibits.
  
           a) The following exhibits are filed as part of this registration
  statement pursuant to Item 601 of the Regulation S-K and are specifically
  incorporated herein by this reference:
  
           Exhibit No.             Title
           -----------             -----
  
           4.1               2005 Equity Incentive Plan
  
           5.1               Legal opinion of Legal & Compliance, LLC
  
           23.1              Consent of Legal & Compliance, LLC
  
           23.2              Consent of Auditor Bagell Josephs & Co.
  
  Item 9.  Undertakings.
  
  The undersigned Registrant hereby undertakes:
  
           (a) To file, during any period in which offers or sales are being made,
  a post-effective amendment to this registration statement:
  
                    (i) To include any prospectus required by Section 10(a)(3) of
  the Securities Act.
  
                    (ii) To reflect in the prospectus any facts or events arising
  after the effective date of the registration statement (or the most recent
  post-effective amendment thereof) which, individually or in the aggregate,
  represent a fundamental change in the information set forth in the registration
  statement. Notwithstanding the foregoing, any increase or decrease in volume of
  securities offered (if the total dollar value of securities offered would not
  exceed that which was registered) and any deviation from the low or high end of
  the estimated maximum offering range may be reflected in the form of prospectus
  filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
  changes in volume and price represent no more than a 20% change in the maximum
  aggregate offering price set forth in the "Calculation of Registration Fee"
  table in the effective registration statement.
  
                    (iii) To include any material information with respect to the
  plan of distribution not previously disclosed in the registration statement or
  any material change to such information in the registration statement.
  
                                         5
  <PAGE>
  Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
  information required to be included in a post-effective amendment by those
  paragraphs is contained in periodic reports filed with or furnished to the
  Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
  Exchange Act that are incorporated by reference in the registration statement.
  
           (b) That, for the purpose of determining any liability under the
  Securities Act, each such post-effective amendment shall be deemed to be a new
  registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
           (c) To remove from registration by means of a post-effective amendment
  any of the securities being registered which remain unsold at the termination of
  the offering.
  
  The undersigned Registrant hereby undertakes that, for purposes of determining
  any liability under the Securities Act, each filing of the Registrant's annual
  report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
  applicable, each filing of an employee benefit plan's annual report pursuant to
  Section 15(d) of the Exchange Act) that is incorporated by reference in the
  registration statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
  The undertaking concerning indemnification is set forth under the response to
  Item 6.
  
  Pursuant to the requirements of the Securities Act, this registration statement
  has been signed by the following persons, in the capacities indicated below, on
  October 29, 2004.
  
  SIGNATURES
  
  Pursuant to the requirements of the Securities Act of 1933, the Registrant
  certifies it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this registration
  statement to be signed on its behalf by the undersigned thereunto duly
  authorized in the State of Florida, on April 28, 2005.
  
                              CAPITAL SOLUTIONS I, INC.
  
                              /s/ CHRISTOPHER ASTROM
                              ----------------------
                              Christopher Astrom, CEO
  
  Pursuant to the requirements of the Securities Act of 1933, this registration
  statement has been signed by the following persons in the capacities and on the
  date indicated.
  
  Signatures                           Title                            Date
                                       -----                            ----
  
  /s/ Christopher Astrom               CEO                         April 28, 2005
  ---------------------
  Christopher Astrom
  
  /s/ Richard Astrom                   Director                    April 28, 2005
  ---------------------
  Richard Astrom
  
                                         6
  <PAGE>
  INDEX TO EXHIBITS
  
  Exhibit No.  Title
  -----------  -------------------------------------------------
  
  4.1          2004 Equity Incentive Plan
  
  5.1          Legal opinion of Legal & Compliance, LLC
  
  23.1         Consent of Legal & Compliance, LLC
  
  23.2         Consent of Auditor Bagell Josephs & Co.
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                         7
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metadata_filer: {"company-data": {"conformed-name": "CAPITAL SOLUTIONS I, INC.", "cik": "0000061500", "assigned-sic": "7011", "irs-number": "132648442", "state-of-incorporation": "DE", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-124399", "film-number": "05779018"}, "business-address": {"street1": "6915 RED ROAD", "street2": "SUITE 222", "city": "CORAL GABLES", "state": "FL", "zip": "33143", "phone": "3056666565"}, "mail-address": {"street1": "6915 RED ROAD", "street2": "SUITE 222", "city": "CORAL GABLES", "state": "FL", "zip": "33143"}, "former-company": [{"former-conformed-name": "VACATION OWNERSHIP MARKETING INC", "date-changed": "19960328"}, {"former-conformed-name": "MAGNUM COMMUNICATIONS CORP", "date-changed": "19810202"}]}
text: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                              CAPITAL SOLUTIONS I, INC.
                            ----------------------------
               (Exact name of Registrant as specified in its charter)
  
                    Delaware                    13-2648442
                      -------------------------------------
           (State or other jurisdiction of (IRS Employer incorporation or
           organization) Identification No.)
  
               6915 RED ROAD, SUITE #222, CORAL GABLES, FLORIDA 33143
              ---------------------------------------------------------
      (Address of Principal Executive Offices, including ZIP Code)
  
                             2005 Equity Incentive Plan
           ---------------------------------------------------------------
                              (Full title of the plan)
  
                                 CHRISTOPHER ASTROM
               6915 RED ROAD, SUITE #222, CORAL GABLES, FLORIDA 33143
              ---------------------------------------------------------
                       (Name and address of agent for service)
  
                                    (305)666-6565
                                   --------------
            (Telephone number, including area code, of agent for service)
  
                           CALCULATION OF REGISTRATION FEE
  ------------------------ ---------------------- ---------------------- ---------------------- ----------------------
  
    Title of each class                             Proposed maximum       Proposed maximum
     securities to be                              offering price per     aggregate offering          Amount of
        Registered               Amount to                share                  price            registration fee
                               be registered
  ------------------------ ---------------------- ---------------------- ---------------------- ----------------------
  $.0000001 par value           50,000,000                $0.08              $4,000,000(1)             $470.80
  common stock
  (1) This calculation is made solely for the purposes of determining the
  registration fee pursuant to the provisions of Rule 457(c) under the Securities
  Act of 1933, as amended, and is calculated on the basis of the average of the
  high and low prices per share of the common stock reported on the OTC Bulletin
  Board as of April 27, 2005, a date within five business days prior to the filing
  of this registration statement.
  PROSPECTUS
                             CAPITAL SOLUTIONS I, INC.
                         50,000,000 Shares of Common Stock
  
  This prospectus relates to the offer and sale by CAPITAL SOLUTIONS I, INC., a
  Delaware corporation (the "Registrant"), of shares of its $.0001 par value per
  share common stock to certain employees, officers, directors and consultants
  (the "Beneficiaries") pursuant to the 2005 Equity Incentive Plan (the "Stock
  Plan"). Pursuant to the Stock Plan, Registrant is registering hereunder and then
  issuing, as appropriate, to the Beneficiaries 50,000,000 shares of common stock.
  
  The common stock is not subject to any restriction on transferability.
  Recipients of shares other than persons who are "affiliates" of Registrant
  within the meaning of the Securities Act of 1933 (the "Act") may sell all or
  part of the shares in any way permitted by law, including sales in the
  over-the-counter market at prices prevailing at the time of such sale.
  
  The common stock is traded on the OTC Bulletin Board under the symbol "CSIN.OB"
  On April 27, 2005, the closing price for the common stock was $0.07 per share.
  
  These Securities Have Not Been Approved or Disapproved By The Securities and
  Exchange Commission nor Has The Commission Passed Upon The Accuracy Or Adequacy
  Of This Prospectus. Any Representation To The Contrary Is A Criminal Offense.
  
  The date of this prospectus is April 28, 2005.
  
  This prospectus is part of a registration statement which was filed and became
  effective under the Securities Act of 1933, as amended (the "Securities Act"),
  and does not contain all of the information set forth in the registration
  statement, certain portions of which have been omitted pursuant to the rules and
  regulations promulgated by the U.S. Securities and Exchange Commission (the
  "Commission") under the Securities Act. The statements in this prospectus as to
  the contents of any contracts or other documents filed as an exhibit to either
  the registration statement or other filings by Registrant with the Commission
  are qualified in their entirety by the reference thereto.
  
  A copy of any document or part thereof incorporated by reference in this
  prospectus but not delivered herewith will be furnished without charge upon
  written or oral request. Requests should be addressed to: Capital Solutions I,
  Inc., 6915 Red Road, Suite #222, Coral Gables, Florida 33143. Registrant's
  telephone number is (305) 666-6565.
  
  Registrant is subject to the reporting requirements of the Exchange Act and in
  accordance therewith files reports and other information with the Commission.
  These reports, as well as the proxy statements, information statements and other
  information filed by Registrant under the Exchange Act may be inspected and
  copied at the public reference facilities maintained by the Commission at 450
  Fifth Street, N.W. Washington D.C. 20549 or at the Commission's website at
  sec.gov.
  
  No person has been authorized to give any information or to make any
  representation, other than those contained in this prospectus, and, if given or
  made, such other information or representation must not be relied upon as having
  been authorized by Registrant. This prospectus does not constitute an offer or a
  solicitation by anyone in any state in which such is not authorized or in which
  the person making such is not qualified or to any person to whom it is unlawful
  to make an offer or solicitation.
  
  Neither the delivery of this prospectus nor any sale made hereunder shall, under
  any circumstances, create any implication that there has not been a change in
  the affairs of Registrant since the date hereof.
  
                                         2
  PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  The documents containing the information specified in Part I will be separately
  sent or given to the eligible participants as specified by Rule 428(b)(1) of the
  Securities Act of 1933, as amended (the "Securities Act"). In accordance with
  the instructions to Part I of Form S-8, such documents will not be filed with
  the Securities and Exchange Commission (the "Commission") either as part of this
  registration statement or as prospectuses or prospectus supplements pursuant to
  Rule 424 of the Securities Act.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  Incorporation of Documents by Reference.
  
           The registrant is subject to the informational and reporting
  requirements of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of
  1934, as amended (the "Exchange Act"), and in accordance therewith files
  reports, proxy statements and other information with the Securities and Exchange
  Commission (the "Commission"). The following documents, which are on file with
  the Commission, are incorporated in this registration statement by reference:
  
           (a) The registrant's latest annual report filed pursuant to Section
  13(a) or 15(d) of the Exchange Act or the latest prospectus filed under the
  Securities Act that contains audited financial statements for the registrant's
  latest fiscal year for which such statements have been filed. The registrant's
  latest annual report was filed on Form 10K-SB on September 14, 2004 for fiscal
  year ended May 31, 2004.
  
           (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
  Exchange Act since the end of the fiscal year covered by the document referred
  to in (a) above, including the Registrant's quarterly reports filed on Form
  10Q-SB on April 20, 2005 for the quarter ended February 28, 2005, on January 19,
  2005 for the quarter ended November 30, 2004, and on October 15, 2004 for the
  quarter ended August 31, 2004.
  
           (c) The description of the securities contained in the registrant's
  periodic reports filed under the Exchange Act, including any amendment or report
  filed for the purpose of updating such description.
  
           All documents subsequently filed by the registrant pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
  post-effective amendment which indicates that all securities offered hereby have
  been sold or which deregisters all securities then remaining unsold, shall be
  deemed to be incorporated by reference in this registration statement and to be
  part hereof from the date of the filing of such documents. Any statement
  contained in a document incorporated or deemed to be incorporated by reference
  herein shall be deemed to be modified or superseded for the purposes of this
  registration statement to the extent that a statement contained herein or in any
  other subsequently filed document which also is or is deemed to be incorporated
  by reference herein modifies or supersedes such statement. Any statement so
  modified or superseded shall not be deemed, except as so modified or superseded,
  to constitute a part of this registration statement.
  
  Item 4.  Description of Securities.
  
  Not applicable.
  
                                         3
  Item 5.  Interests of Named Experts and Counsel.
  
  Not applicable.
  
  Item 6.  Indemnification of Directors and Officers.
  
  Section 102 of the Delaware General Corporation Law permits a corporation to
  eliminate the personal liability of directors of a corporation to the
  corporation or its stockholders for monetary damages for a breach of fiduciary
  duty as a director, except where the director breached his duty of loyalty,
  failed to act in good faith, engaged in intentional misconduct or knowingly
  violated a law, authorized the payment of a dividend or approved a stock
  repurchase in violation of Delaware corporate law or obtained an improper
  personal benefit. The Registrant's certificate of incorporation provides that no
  director of the Registrant shall be personally liable to it or its stockholders
  for monetary damages for any breach of fiduciary duty as director,
  notwithstanding any provision of law imposing such liability, except to the
  extent that the Delaware General Corporation Law prohibits the elimination or
  limitation of liability of directors for breaches of fiduciary duty.
  
  Section 145 of the Delaware General Corporation Law provides that a corporation
  has the power to indemnify a director, officer, employee, or agent of the
  corporation and certain other persons serving at the request of the corporation
  in related capacities against expenses (including attorneys' fees), judgments,
  fines and amounts paid in settlements actually and reasonably incurred by the
  person in connection with an action, suit or proceeding to which he is or is
  threatened to be made a party by reason of such position, if such person acted
  in good faith and in a manner he reasonably believed to be in or not opposed to
  the best interests of the corporation, and, in any criminal action or
  proceeding, had no reasonable cause to believe his conduct was unlawful, except
  
                                         4
  that, in the case of actions brought by or in the right of the corporation, no
  indemnification shall be made with respect to any claim, issue or matter as to
  which such person shall have been adjudged to be liable to the corporation
  unless and only to the extent that the Court of Chancery or other adjudicating
  court determines that, despite the adjudication of liability but in view of all
  of the circumstances of the case, such person is fairly and reasonably entitled
  to indemnify for such expenses which the Court of Chancery or such other court
  shall deem proper.
  
  Our certificate of incorporation provides that we will indemnify each person who
  was or is a party or threatened to be made a party to any threatened, pending or
  completed action, suit or proceeding.
  
  Item 7.  Exemption from Registration Claimed.
  
  Not applicable.
  
  Item 8.  Exhibits.
  
           a) The following exhibits are filed as part of this registration
  statement pursuant to Item 601 of the Regulation S-K and are specifically
  incorporated herein by this reference:
  
           Exhibit No.             Title
           -----------             -----
  
           4.1               2005 Equity Incentive Plan
  
           5.1               Legal opinion of Legal & Compliance, LLC
  
           23.1              Consent of Legal & Compliance, LLC
  
           23.2              Consent of Auditor Bagell Josephs & Co.
  
  Item 9.  Undertakings.
  
  The undersigned Registrant hereby undertakes:
  
           (a) To file, during any period in which offers or sales are being made,
  a post-effective amendment to this registration statement:
  
                    (i) To include any prospectus required by Section 10(a)(3) of
  the Securities Act.
  
                    (ii) To reflect in the prospectus any facts or events arising
  after the effective date of the registration statement (or the most recent
  post-effective amendment thereof) which, individually or in the aggregate,
  represent a fundamental change in the information set forth in the registration
  statement. Notwithstanding the foregoing, any increase or decrease in volume of
  securities offered (if the total dollar value of securities offered would not
  exceed that which was registered) and any deviation from the low or high end of
  the estimated maximum offering range may be reflected in the form of prospectus
  filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
  changes in volume and price represent no more than a 20% change in the maximum
  aggregate offering price set forth in the "Calculation of Registration Fee"
  table in the effective registration statement.
  
                    (iii) To include any material information with respect to the
  plan of distribution not previously disclosed in the registration statement or
  any material change to such information in the registration statement.
  
                                         5
  Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
  information required to be included in a post-effective amendment by those
  paragraphs is contained in periodic reports filed with or furnished to the
  Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
  Exchange Act that are incorporated by reference in the registration statement.
  
           (b) That, for the purpose of determining any liability under the
  Securities Act, each such post-effective amendment shall be deemed to be a new
  registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
           (c) To remove from registration by means of a post-effective amendment
  any of the securities being registered which remain unsold at the termination of
  the offering.
  
  The undersigned Registrant hereby undertakes that, for purposes of determining
  any liability under the Securities Act, each filing of the Registrant's annual
  report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
  applicable, each filing of an employee benefit plan's annual report pursuant to
  Section 15(d) of the Exchange Act) that is incorporated by reference in the
  registration statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
  The undertaking concerning indemnification is set forth under the response to
  Item 6.
  
  Pursuant to the requirements of the Securities Act, this registration statement
  has been signed by the following persons, in the capacities indicated below, on
  October 29, 2004.
  
  SIGNATURES
  
  Pursuant to the requirements of the Securities Act of 1933, the Registrant
  certifies it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this registration
  statement to be signed on its behalf by the undersigned thereunto duly
  authorized in the State of Florida, on April 28, 2005.
  
                              CAPITAL SOLUTIONS I, INC.
  
                              /s/ CHRISTOPHER ASTROM
                              ----------------------
                              Christopher Astrom, CEO
  
  Pursuant to the requirements of the Securities Act of 1933, this registration
  statement has been signed by the following persons in the capacities and on the
  date indicated.
  
  Signatures                           Title                            Date
                                       -----                            ----
  
  /s/ Christopher Astrom               CEO                         April 28, 2005
  ---------------------
  Christopher Astrom
  
  /s/ Richard Astrom                   Director                    April 28, 2005
  ---------------------
  Richard Astrom
  
                                         6
  INDEX TO EXHIBITS
  
  Exhibit No.  Title
  -----------  -------------------------------------------------
  
  4.1          2004 Equity Incentive Plan
  
  5.1          Legal opinion of Legal & Compliance, LLC
  
  23.1         Consent of Legal & Compliance, LLC
  
  23.2         Consent of Auditor Bagell Josephs & Co.
  
                                         7