UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark One)
   [ X ] Annual report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the fiscal year ended December 31, 2002.

   [ ] Transition report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 (No fee required) for the transition period from ___________ to
___________.

     Commission file number: 000-17303
                             ---------

                           VECTOR HOLDINGS CORPORATION
                           ---------------------------
                 (Name of Small Business Issuer in Its Charter)


              Nevada                          65-1021346
             --------                        -----------
  (State or Other Jurisdiction of         (I.R.S. Employer
  Incorporation or Organization)         Identification No.)


            1959 S. Power Rd, Bldg 103, Ste 158, Mesa, Arizona 85206
           -----------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                                 (602) 762-8111
                                 --------------
                (Issuer's Telephone Number, Including Area Code)

Securities registered under Section 12(g) of the Exchange Act:

      Title of Each Class        Name of each Exchange on Which Registered
      -------------------        ------------------------------------------
Common Stock ($0.001 Par Value)                     None

Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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
                                   ------                    ----

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B not contained in this form, and no disclosure will be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB [X].

The Issuer's total consolidated revenues for the year ended December 31, 2002
were $347,240

The aggregate market value of the registrant's common stock, $0.001 par value
(the only class of voting stock), held by non-affiliates was approximately
$194,484 based on the average closing bid and asked prices for the Common Stock
on April 14, 2002 of $0.008

On April 14, 2003, the number of shares outstanding of the registrant's
common stock: 64,361,955
On April 14, 2003, the number of shares outstanding of the registrant's
preferred stock: 2,500,000



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                                                 TABLE OF CONTENTS

                                                                                                               PAGE
                                                      PART I


Item 1.       Description of Business.............................................................................1

Item 2.       Description of Property.............................................................................6

Item 3.       Legal Proceedings...................................................................................6

Item 4.       Submission of Matters to a Vote of Security-Holders.................................................7


                                                      PART II

Item 5.       Market for Common Equity and Related Stockholder Matters............................................8

Item 6.       Management's Discussion and Analysis or Plan of Operation..........................................11

Item 7.       Financial Statements...............................................................................13

Item 8.       Changes in and Disagreements With Accountants on
              Accounting and Financial Disclosure................................................................16

                                                     PART III

Item 9.       Directors and Executive Officers...................................................................16

Item 10.      Executive Compensation.............................................................................18

Item 11.      Security Ownership of Certain Beneficial Owners and Management.....................................19

Item 12.      Certain Relationships and Related Transactions.....................................................20

Item 13.      Exhibits, List and Reports on Form 8-K.............................................................22

                      Signatures.................................................................................23

                      Index to Exhibits..........................................................................28



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                                                      PART I

ITEM 1.       DESCRIPTION OF BUSINESS


History

As used in this Annual Report, the terms "we", "us", "our," the "Registrant" and
the"Company" mean Vector Holdings Corporation, a Nevada corporation. The Company
was originally incorporated in September 1987 under the name Vector Aeromotive
Corporation. We changed our name to Vector Holdings Corporation on June 26, 2000
to better reflect our operations at that time.

The Company was originally formed to acquire substantially all of the assets of
Vector Car, a predecessor partnership. Vector Car had been a development stage
company from its formation in 1978 through the complete cessation of our
automotive business during 1999. During this period, we had been primarily
engaged in the design, manufacture and assembly of exotic sports cars known
under the Vector trade name.

In July 2000, Bestfoodonline.com, Inc. (Bestfood) acquired the assets, including
the clients/customer base, of Distinguished Specialty Foods, Inc., a Florida
corporation (Distinguished), which was formed in October 1998 to engage in the
business of wholesale distribution of a wide variety of specialty food products
principally to the hospitality industry. The hospitality industry includes,
airlines, hotels, restaurants and resorts. The Company continued its wholesale
distribution of specialty food products to the hospitality industry until the
fourth quarter of 2002.

During the last quarter of 2002 the Company divested itself of all its operating
and non operating subsidiaries in an effort to reduce its losses and extinguish
debts. The Company divested itself of the following entities:

On April 24, 2002, we acquired all of the assets of Universal Data Services of
Broward, Inc. ("UDS") a leads company located in Broward County, Florida. The
acquired assets consisted of computer equipment, printers, desks, chairs, and
office equipment collectively valued at approximately $10,000, additional
acquisitions included customer and leads lists of UDS. We issued 500,000
restricted common shares during the three months ended March 31, 2002 as a
deposit on the purchase. These shares were subsequently issued to UDS, the
seller, upon consummation of the purchase agreement. On October 7, 2002, the
Company completed the reversal of its previous acquisition of UDS assets. UDS is
a Florida corporation of which Michele Weintraub is president, Ms. Weintraub
became the wife of the then president of the Company, Allen Weintraub subsequent
to the purchase of the UDS assets and prior to their return. In accordance with
the purchase agreement executed by the parties, UDS exercised its right to
redeem the assets as a result of the decline in the market value of the
Company's common stock below $0.25 per share. UDS returned to the Company
500,000 shares of its common stock which was used initially for the purchase of
UDS. The Company has cancelled the shares and returned the computer's, printers,
desks, chairs, office equipment, leads, client base and all obligations related
to the office premises to UDS. As of October 7, 2002, the Company no longer had
any financial or ownership interest in UDS.

On October 7, 2002, the Company forfeited the assets of The Potato Sack, a
restaurant operation it managed located in the Aventura Mall, Aventura, Florida,
to Miami Venture Capital, Inc. (MVC) a lender controlled by the then president
of the Company, Allen Weintraub. MVC agreed to forgive all

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indebtedness owed by the Company arising from the purchase and operation of the
Potato Sack. In return for the forgiveness of that debt to MVC, and to avoid
litigation, the Company turned over the assets of The Potato Sack, including
inventory and other corporate owned assets of the Company, including furniture,
restaurant supplies and equipment

On April 8, 2003, the Company under new management retroactively approved the
sale of its 100% interest in Bestfoodonline.com, Inc. (Bestfood) to MVC for $10
effective as of December 30, 2002. The purpose of the disposition was to further
streamline the Company by eliminating any lingering management issues,
liabilities and other complications which may have involved Bestfood. The sale
of Bestfood to MVC was also effected to provide further separation from Allen
Weintraub. Bestfood was considered by new management to be a burden on the
Company and was not considered a viable operating company with any substantive
beneficial future prospects for the Company.

General

The Company is currently a"shell" corporation that seeks to identify and
complete a merger or acquisition with a private entity whose business presents
an opportunity for Company shareholders. The Company's management will review
and evaluate business ventures for possible mergers or acquisitions. The Company
has not yet entered into any agreement, nor does it have any commitment or
understanding to enter into or become engaged in a transaction, as of the date
of this filing. Further, the business objectives discussed herein are extremely
general and are not intended to restrict the discretion of the Company's
management.

A decision to participate in a specific business opportunity will be made based
upon a Company analysis of the quality of the prospective business opportunity's
management and personnel, asset base, the anticipated acceptability of business'
products or marketing concepts, the merit of a business plan, and numerous other
factors which are difficult, if not impossible, to analyze using any objective
criteria.

Selection of a Business

The Company anticipates that potential business opportunities will be referred
from various sources, including its officers and directors, professional
advisors, securities broker-dealers, venture capitalists, persons involved in
the financial community, and others who may present unsolicited proposals. The
Company will not engage in any general solicitation or advertising for a
business opportunity, and will rely on the personal contacts of its sole officer
and director and his affiliates, as well as indirect associations with other
business and professional people. Management's reliance on "word of mouth" may
limit the number of potential business opportunities identified. While it is not
presently anticipated that the Company will engage unaffiliated professional
firms specializing in business acquisitions or reorganizations, such firms may
be retained if management deems it in the best interest of the Company. Finder's
fees paid to professional acquisition firms could involve one-time cash
payments, payments based on a percentage of the business opportunity's revenues
or product sales volume, payments involving issuance of securities (including
those of the Company), or any combination of these or other compensation
arrangements. Consequently, the Company is unable to predict the cost of
utilizing such services. As of the filing date there have been no discussions,
agreements or understandings with any professional advisors, financial
consultants, broker-dealers or venture capitalists. The Company's present
intention is to rely upon professional advisors or financial consultants.

The Company will not restrict its search to any particular business, industry,
or geographical location. Management reserves the right to evaluate and enter
into any type of business in any location. In seeking

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a business venture, the decision of management will not be controlled by an
attempt to take advantage of any anticipated or perceived appeal of a specific
industry, management group, product, or industry, but will be based on the
business objective of seeking long-term capital appreciation. The Company may
participate in a newly organized business venture or in a more established
business. Participation in a new business venture entails greater risks since,
in many instances, management of such a venture may not have a proven track
record; the eventual market for such venture's product or services will likely
not be established; and the profitability of the venture will be untested and
impossible to accurately forecast. Should the Company participate in a more
established venture that is experiencing financial difficulty, risks may stem
from the Company's inability to generate sufficient funds to manage or reverse
the circumstances causing such financial problems.

The analysis of new businesses will be undertaken by or under the supervision of
the Company's sole officer. In analyzing prospective businesses, the Company
will consider, to the extent applicable, the available technical, financial and
managerial resources of any given business venture. Management will also
consider the nature of present and expected competition; potential advances in
research and development or exploration; the potential for growth and expansion;
the likelihood of sustaining a profit within given time frames; the perceived
public recognition or acceptance of products, services, trade or service marks;
name identification; and other relevant factors. The Company anticipates that
the results of operations of a specific business venture may not necessarily be
indicative of the potential for future earnings, which may be impacted by a
change in marketing strategies, business expansion, modifying product emphasis,
changing or substantially augmenting management, and other factors.

The Company will analyze all relevant factors and make a determination based on
a composite of available information, without reliance on any single factor. The
period within which the Company will decide to participate in a given business
venture cannot be predicted and will depend on certain factors, including the
time involved in identifying businesses, the time required for the Company to
complete its analysis of such businesses, the time required to prepare
appropriate documentation to effect a merger or acquisition, and other
circumstances.

Acquisition of a Business

The implementation of a structure that will effect any given business
transaction may cause the Company to become a party to a merger, consolidation,
purchase and sale of assets, purchase or sale of stock, or other reorganization
involving another corporation, joint venture, partnership or licensee. The exact
structure of the anticipated business transaction cannot yet be determined.
Notwithstanding the above, the Company does not intend to participate in a
business through the purchase of minority stock positions. In other words, the
Company does not intend to merely buy noncontrolling interests in other
businesses. Rather, its current focus is to acquire a controlling interest in a
business. Upon the completion of a transaction, it is likely that the Company's
present management will no longer control Company affairs. Further, a majority
or all of the Company's present directors may, as part of the terms of a
prospective business transaction, resign and be replaced by new directors
without a vote of the Company's shareholders.

In connection with the Company's merger or acquisition of a business venture,
the present shareholders of the Company, including Diversified Holdings X, Inc.
("DHX") and its President, Richard Surber, a controlling shareholder, may, as a
negotiated part of the transaction, sell a portion or all of the Company's
Common Stock held by them at a significant premium over their original
investment in the Company. If the Company's current shareholders sell their
stock as part of a merger/acquisition, they may decide to sell a controlling
interest (i.e., over 50%) of the Company to the other entity (including

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such other entity's shareholders and affiliates) which participates in the
merger/acquisition. The other entity might only buy shares from DHX, and/or
another major shareholder, or it might only buy enough shares to obtain a
controlling interest in the Company. However, there is no degree of certainty
that the other entity will buy any of the Company's shares, whether from DHX or
any other shareholder. Conversely, it is possible the other entity may offer to
buy out all or most of the shareholders' stock at prices comparable to those
offered to DHX or another major shareholder. It is possible that the entity may
pay a higher price for shares belonging to insider shareholders than for shares
belonging to non- insider shareholders. Although the Company's insiders have no
present intentions to buy shares from other insiders, it is a possibility that
insiders could buy shares from other insiders. Management does not intend to
actively negotiate for or otherwise require the purchase of all or any portion
of its stock as a condition to or in connection with any proposed merger or
acquisition. Although the Company's present shareholders did not acquire their
shares of Common Stock with a view toward any subsequent sale in connection with
a business reorganization, it is not unusual for affiliates of the entity
participating in the reorganization to negotiate to purchase shares held by the
present shareholders. This is done in order to reduce the amount of shares held
by persons no longer affiliated with the Company and thereby reduce the
potential adverse impact on the public market in the Company's common stock that
could result from substantial sales of such shares after the business
reorganization. Public investors will not receive any portion of the premium
that may be paid in the foregoing circumstances. Furthermore, the Company's
shareholders may not be afforded an opportunity to approve or consent to any
particular stock buy-out transaction.

In the event sales of shares by present shareholders of the Company, including
DHX, are a negotiated part of a future merger or acquisition, a conflict of
interest may arise since Richard Surber, president of DHX, may be negotiating
for the merger or acquisition on behalf of the Company and for the sale of DHX's
shares for their own respective accounts. Where a business opportunity is well
suited for merger or acquisition by the Company, but affiliates of the
prospective business opportunity impose a condition that management sell its
shares at a price which is unacceptable to them, management may not sacrifice
its financial interest for the Company to complete the transaction. Where the
business opportunity is not well suited, but the price offered management for
its shares is high, management may be inclined to effect the acquisition in
order to realize a substantial gain on its shares in the Company. Management has
not adopted any policy for resolving the foregoing potential conflicts, should
they arise, and does not intend to obtain an independent appraisal to determine
whether any price that may be offered for its shares is fair. Shareholders must
rely, instead, on the obligation of management to fulfill its fiduciary duty
under state law to act in the best interests of the Company and its
shareholders.

Although the terms of any registration rights and the number of securities, if
any, which may be registered cannot be determined at this time, it may be
expected that any registration of securities by the Company would entail
substantial expense to the Company.

The issuance of substantial additional securities and their potential sale into
any trading market which may develop in the Company's securities may have a
depressive effect on such market.

While the actual terms of a transaction to which the Company may be a party
cannot be determined at this time, it may be expected that the parties to any
business transaction will find it desirable to structure the merger or
acquisition as a so-called "tax-free" event under sections 351 or 368(a) of the
Internal Revenue Code of 1986 (the "Code"). In order to obtain tax-free
treatment under section 351 of the Code, it would be necessary for the owners of
the acquired business to own 80% or more of the voting stock of the surviving
entity. In such event, the shareholders of the Company would retain less than
20% of the issued and outstanding shares of the surviving entity. Section
368(a)(1) of the Code provides for tax-free

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treatment of certain business reorganizations between corporate entities where
one corporation is merged with or acquires the securities or assets of another
corporation. Generally, the Company expects to be the acquiring corporation in
such a business reorganization, and the tax-free status of the transaction will
not depend on the issuance of any specific amount of the Company's voting
securities under Section 368. The acquiring corporation will issue securities in
such an amount that the shareholders of the acquired corporation will hold 50%
or more of the voting stock of the surviving entity. Consequently, there is a
substantial possibility that the shareholders of the Company immediately prior
to the transaction would retain less than 50% of the issued and outstanding
shares of the surviving entity. Therefore, regardless of the form of the
business acquisition, it may be anticipated that stockholders immediately prior
to the transaction will experience a significant reduction in their percentage
of ownership in the Company.

Notwithstanding the fact that the Company is technically the merging or
acquiring entity in the foregoing circumstances, generally accepted accounting
principles will ordinarily require that such transaction be accounted for as if
the Company had been acquired by the other entity owning the business and,
therefore, will not permit a write-up in the carrying value of the assets of the
other company.

The manner in which the Company participates in a business will depend on the
nature of the business, the respective needs and desires of the Company and
other parties, the management of the business, and the relative negotiating
strength of the Company and such other management.

The Company will participate in a business only after the negotiation and
execution of appropriate written agreements. Although the terms of such
agreements cannot be determined at this time, generally such agreements will
require specific representations and warranties by all of the parties thereto,
will specify certain events of default, will detail the terms of closing and the
conditions which must be satisfied by each of the parties prior to such closing,
will outline the manner of bearing costs if the transaction is not closed, will
set forth remedies on default, and will include miscellaneous other terms.

Operation of Business After Acquisition

The Company's operation following its merger or acquisition of a business will
be dependent on the nature of the business and the interest acquired. The
Company is unable to determine at this time whether the Company will be in
control of the business or whether present management will be in control of the
Company following the acquisition. It may be expected that the business will
present various risks, which cannot be predicted at the present time.

Government Regulation

It is impossible to anticipate government regulations, if any, to which the
Company may be subject until it has acquired an interest in a business. The use
of assets to conduct a business which the Company may acquire could subject it
to environmental, public health and safety, land use, trade, or other
governmental regulations and state or local taxation. In selecting a business in
which to acquire an interest, management will endeavor to ascertain, to the
extent of the limited resources of the Company, the effects of such government
regulation on the prospective business of the Company. In certain circumstances,
however, such as the acquisition of an interest in a new or start-up business
activity, it may not be possible to predict with any degree of accuracy the
impact of government regulation. The inability to ascertain the effect of
government regulation on a prospective business activity will make the
acquisition of an interest in such business a higher risk.

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Competition

The Company will be involved in intense competition with other business
entities, many of which will have a competitive edge over the Company by virtue
of their stronger financial resources and prior experience in business. There is
no assurance that the Company will be successful in obtaining suitable business
opportunities.

Employees

The Company is a development stage company and currently has no employees.
Executive officers will devote only such time to the affairs of the Company as
they deem appropriate, which is estimated to be approximately 10 hours per week.
Management of the Company expects to use consultants, attorneys, and accountants
as necessary, and does not anticipate a need to engage any full-time employees
so long as it is identifying and evaluating businesses. The need for employees
and their availability will be addressed in connection with a decision whether
or not to acquire or participate in a specific business venture.

Reports to Security Holders

The Company is not required to deliver an annual report to security holders and
will not voluntarily deliver a copy of the annual report to the security
holders. If the Company should choose to create an annual report, it will
contain audited financial statements. The Company intends to file all of its
required information with the SEC. The Company plans to file its 10-KSB, 10-QSB
and all other forms that are or may become applicable with the SEC.

The public may read and copy any materials that are filed by the Company with
the SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. The Public may obtain information on the operation of
the Public Reference Room by calling the SEC at 1-800-SEC-0330. The statements
and forms filed by the Company with the SEC have been filed electronically and
are available for viewing or copy on the SEC maintained Internet site that
contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC. The Internet address
for this site can be found at http://www.sec.gov

ITEM 2.       DESCRIPTION OF PROPERTY

The Company currently maintains offices at 1959 S. Power Rd, Bld 103, Ste 158,
Mesa, Arizona 85206. The above office space is being provided at no cost to the
Company by Gino Carlucci, the Company's current president. The Company has no
formal lease agreement with Mr. Carlucci and expects to acquire a lease or other
office space upon acquiring operations.

ITEM 3.       LEGAL PROCEEDINGS

On October 15, 2002, the Securities and Exchange Commission filed a civil action
in the United States District Court for the Southern District of Florida against
the Company, Allen E. Weintraub and Florida Stock Transfer, Inc.



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The action is styled Securities and Exchange Commission v. Florida Stock
Transfer, Inc., Vector Holdings Corporation, and Allen E. Weintraub, Case No.
02-023048-CIV-Ungaro-Benages/Brown, and as to the Company and Mr. Weintraub,
alleges, inter alia, violations of the federal securities laws by, among other
things, failing to make adequate disclosure regarding Mr. Weintraub' s
background. On November 1, 2002, each of the Company, Mr. Weintraub and Florida
Stock Transfer, Inc. entered into a Permanent Injunction without admitting or
denying any of the allegations, except to admitting to the jurisdiction of the
Court over them and the subject matter of the claims. By virtue of the Permanent
Injunction, Company and Mr. Weintraub were restrained and enjoined from
violation of Section 17(a)1) of the Securities Act of 1933, Section 17(a)(2) and
(3) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act
of 1934 and Rule 10b-5, Section 13a of the Securities Exchange Act of 1934 and
Rules 13a-1, 13a-11, 13a-13 and 12b-20 thereunder, and Section 13(a) of the
Securities Exchange Act of 1934 and Rule 13b2-2. As of the date hereof, the
Judgment of Permanent Injunction is subject to entry by the Court. On October
30, 2002, Florida Stock Transfer, Inc. resigned as the Company's transfer agent.

Vector Holdings Corporation v. Artistic Pavers, Inc. - This case represented a
dispute between the Company as a tenant and Artistic Pavers as a landlord. The
parties entered into a stipulation whereby a judgment against the Company was
entered in the approximate amount of $17,000 in approximately July 2001. The
Company thereafter vacated the premises made the subject of the dispute leaving
valuable equipment sufficient to satisfy the outstanding judgment. The Company
has not received subsequent demands for payment from Artistic Pavers, Inc. since
vacating the premises.

Suburban Capital Corporation v. Vector Holdings Corporation, Miami Venture
Capital, Inc. Allen Weintraub and Karl J. Schumer. Filed in the Circuit Court of
Cook County, Illinois, County Department, Chancery Division, Case No. 03 CH
3380. The complaint alleges that Suburban Capital Corporation ("Suburban")
entered into a contract to acquire control of the Company from Miami Venture
Capital, Inc. of which Allen Weintraub is the President and paid $11,000 as
Suburban's "preliminary contractual obligation" under that purchase agreement.
The Company has entered into a an agreement to settle and resolve all claims of
Suburban as to the Company and an order dismissing all claims as to the Company
was entered by the court on April 10, 2003. All claims that Suburban may have
against the other named defendants have been assigned by the settlement
agreement to the Company and Diversified Holdings X, Inc. the majority holder of
the Company's common stock.

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

On January 18, 2002, the Company effected a reverse split on its shares of
common stock at a ratio of 25 for 1. Our Board of Directors and a majority of
our shareholders approved this reverse stock split. Prior to the reverse split,
we had 9,477,664 shares of common stock outstanding. After the reverse split,
the Company had 379,107 shares of common stock issued and outstanding. This
reverse stock split did not affect our authorized shares or the par value of our
shares.

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                                     PART II

ITEM 5.       MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
              MATTERS

The Company's common stock is quoted on the Electronic Bulletin Board under the
symbol, "VCTH.OB". Trading in the common stock in the over-the-counter market
has been limited and sporadic and the quotations set forth below are not
necessarily indicative of actual market conditions. Further, these prices
reflect inter-dealer prices without retail mark-up, mark-down, or commission,
and may not necessarily reflect actual transactions. The high and low bid prices
for the common stock for each quarter of the years ended December 31, 2002 and
2001 are as follows:

YEAR           QUARTER ENDING                LOW                HIGH
2001           March 31, 2001                $1.000             $14.00
               June 30, 2001                 $3.500             $14.00
               September 30, 2001            $0.800             $3.500
               December 31, 2001             $0.200             $0.800
2002           March 31, 2002                $0.200             $0.240
               June 30, 2002                 $0.100             $0.120
               September 30, 2002            $0.010             $0.020
               December 31, 2002             $0.020             $0.020

2003           March 31, 2003                $0.002             $0.020

Record Holders

As of April 14, 2003, the number of issued and outstanding shares of the
Company's common stock was 64,361,955, and the approximate number of holders of
record of the Company's common stock was 2071. The holders of the Common Stock
are entitled to one vote for each share held of record on all matters submitted
to a vote of stockholders. Holders of the Common Stock have no preemptive rights
and no right to convert their Common Stock into any other securities. There are
no redemption or sinking fund provisions applicable to the Common Stock. The
Company is authorized to issue 600,000,000 shares of common stock and 6,000,000
shares of preferred stock.

Dividends

The Company has not declared any dividends since inception and does not
anticipate paying any dividends in the foreseeable future. The payment of
dividends is within the discretion of the Board of Directors and will depend on
the Company's earnings, capital requirements, financial condition, and other
relevant factors. There are no restrictions that currently limit the Company's
ability to pay dividends on its Common Stock other than those generally imposed
by applicable state law.

Reverse Split

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On January 18, 2002, the Company effected a reverse split on its shares of
common stock at a ratio of 25 for 1. Our Board of Directors and a majority of
our shareholders approved this reverse stock split. Prior to the reverse split,
we had 9,477,664 shares of common stock outstanding. After the reverse split,
the Company had 379,107 shares of common stock issued and outstanding. This
reverse stock split did not affect our authorized shares or the par value of our
shares.

Limited Market for Common Stock.

There is currently a limited trading market for our shares of common stock, and
there can be no assurance that a more substantial market will ever develop or be
maintained. Any market price for shares of common stock of Vector Holdings
Corporation is likely to be very volatile, and numerous factors beyond our
control may have a significant adverse effect. In addition, the stock markets
generally have experienced, and continue to experience, extreme price and volume
fluctuations which have affected the market price of many small capital
companies and which have often been unrelated to the operating performance of
these companies. These broad market fluctuations, as well as general economic
and political conditions, may also adversely affect the market price of our
common stock. Further, there is no correlation between the present limited
market price of our common stock and our revenues, book value, assets or other
established criteria of value. The present limited quotations of our common
stock should not be considered indicative of the actual value of Vector Holdings
Corporation or our common stock.

Risks of "Penny Stock.

Vector Holdings Corporation's common stock (OTC BB: VCTH) may be deemed to be
"penny stock" as that term is defined in Rule 3a51-1 of the Securities and
Exchange Commission. Penny stocks are stocks (i) with a price of less than $5.00
per share; (ii) that are not traded on a "recognized" national exchange; (iii)
whose prices are not quoted on the NASDAQ automated quotation system
(NASDAQ-listed stocks must still meet requirement (i) above); or (iv) in issuers
with net tangible assets less than $2,000,000 (if the issuer has been in
continuous operation for at least three years) or $5,000,000 (if in continuous
operation for less than three years), or with average sales of less than
$6,000,000 for the last three years. Until recently, there had been no
"established public market" for our common stock during the last five years.
While our stock has traded between $0.002 and $14.00 per share over the past
several years, there is no assurance that this price level will continue, as
there has thus far been low volume, and our stock may be deemed to be penny
stock at any time. Section 15(g) of the Securities Exchange Act of 1934, as
amended, and Rule 15g-2 of the Securities and Exchange Commission require
broker/dealers dealing in penny stocks to provide potential investors with a
document disclosing the risks of penny stocks and to obtain a manually signed
and dated written receipt of the document before effecting any transaction in a
penny stock for the investor's account. Potential investors in our common stock
are urged to obtain and read such disclosure carefully before purchasing any
shares that are deemed to be a "penny stock."

Moreover, Rule 15g-9 of the Securities and Exchange Commission requires
broker/dealers in penny stocks to approve the account of any investor for
transactions in such stocks before selling any penny stocks to that investor.
This procedure requires the broker/dealer to (i) obtain from the investor
information concerning his or her financial situation, investment experience and
investment objectives; (ii) reasonably determine, based on that information,
that transactions in penny stocks are suitable for the investor and that the
investor has sufficient knowledge and experience as to be reasonably capable of
evaluating the risks of penny stock transactions; (iii) provide the investor
with a written statement setting forth the basis on which the broker/dealer made
the determination in (ii) above; and (iv) receive a signed

                                        9

<PAGE>



and dated copy of such statement from the investor, confirming that it
accurately reflects the investor's financial situation, investment experience
and investment objectives. Compliance with these requirements may make it more
difficult for investors in our common stock to resell their shares to third
parties or to otherwise dispose of them.

Recent Sales of  Unregistered Securities
On January 25, 2002, the Company issued 225,000 shares of restricted common
stock to Allen Weintraub for consulting services provided to the Company. The
shares issued by the Company were valued at $45,000 based upon the market value
at the time of issuance. The Company issued the shares pursuant to section 4(2)
of the Securities Act of 1933 in an isolated private transaction by the Company
which did not involve a public offering. The Company made this offering based on
the following factors: (1) The issuance was an isolated private transaction by
the Company which did not involve a public offering, being made to a single
entity; (2) there was only one offeree who was issued stock; (3) the offeree
acquired the stock with investment intent; (4) there were no subsequent or
contemporaneous public offerings of the stock; (5) the stock was not broken down
into smaller denominations; and (6) the negotiations for the issuance of the
stock took place directly between the offeree and the Company. On January 25,
2002, the Company issued 175,000 shares of restricted common stock to Karl
Shumer for legal services provided to the Company. The shares issued by the
Company were valued at $35,000 based upon the market value at the time of
issuance. The Company issued the shares pursuant to section 4(2) of the
Securities Act of 1933 in an isolated private transaction by the Company which
did not involve a public offering. The Company made this offering based on the
following factors: (1) The issuance was an isolated private transaction by the
Company which did not involve a public offering, being made to a single entity;
(2) there was only one offeree who was issued stock; (3) the offeree acquired
the stock with investment intent; (4) there were no subsequent or
contemporaneous public offerings of the stock; (5) the stock was not broken down
into smaller denominations; and (6) the negotiations for the issuance of the
stock took place directly between the offeree and the Company.
On February 27, 2002, the Company issued 600,000 shares of restricted common
stock to pay for web site development. The shares issued by the Company were
valued at a total of $251,882 based on the market price for the shares. The
Company issued the shares pursuant to section 4(2) of the Securities Act of 1933
in an isolated private transaction by the Company which did not involve a public
offering. The Company made this offering based on the following factors: (1) The
issuance was an isolated private transaction by the Company which did not
involve a public offering, being made to a single entity; (2) there was only one
offeree who was issued stock; (3) the offeree has not resold the stock but has
continued to hold it since the date of issue; (4) there were no subsequent or
contemporaneous public offerings of the stock; (5) the stock was not broken down
into smaller denominations; and (6) the negotiations for the issuance of the
stock took place directly between the offeree and the Company. On April 25,
2002, the Company issued 14,000,000 shares of restricted common stock to Miami
Venture Capital, Inc. as a collateral fee for the loans by MVC to the Company.
The shares issued by the Company were valued at $5,040,000 based upon the market
value at the time of issuance. The Company issued the shares pursuant to section
4(2) of the Securities Act of 1933 in an isolated private transaction by the
Company which did not involve a public offering. The Company made this offering
based on the following factors: (1) The issuance was an isolated private
transaction by the Company which did not involve a public offering, being made
to a single entity; (2) there was only one offeree who was issued stock; (3) the
offeree acquired the stock with investment intent; (4) there were no subsequent
or contemporaneous public offerings of the stock; (5) the stock was not broken
down into smaller denominations; and (6) the negotiations for the issuance of
the stock took place directly between the offeree and the Company.
On August 23, 2002, the Company issued 5,400,000 shares of restricted common
stock to Allen Weintraub as a salary adjustment. The shares issued by the
Company were valued at $259,200 based upon the market value at the time of
issuance. The Company issued the shares pursuant to section 4(2) of

                                       10

<PAGE>



the Securities Act of 1933 in an isolated private transaction by the Company
which did not involve a public offering. The Company made this offering based on
the following factors: (1) The issuance was an isolated private transaction by
the Company which did not involve a public offering, being made to a single
entity; (2) there was only one offeree who was issued stock; (3) the offeree
acquired the stock with investment intent; (4) there were no subsequent or
contemporaneous public offerings of the stock; (5) the stock was not broken down
into smaller denominations; and (6) the negotiations for the issuance of the
stock took place directly between the offeree and the Company.
On September 5, 2002, the Company issued 100,000 shares of restricted common
stock to pay for business consulting services. The shares issued by the Company
were valued at a total of $4,000 based on the market price for the shares. The
Company issued the shares pursuant to section 4(2) of the Securities Act of 1933
in an isolated private transaction by the Company which did not involve a public
offering. The Company made this offering based on the following factors: (1) The
issuance was an isolated private transaction by the Company which did not
involve a public offering, being made to a single entity; (2) there was only one
offeree who was issued stock; (3) the offeree has not resold the stock but has
continued to hold it since the date of issue; (4) there were no subsequent or
contemporaneous public offerings of the stock; (5) the stock was not broken down
into smaller denominations; and (6) the negotiations for the issuance of the
stock took place directly between the offeree and the Company.

ITEM 6.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
              AND RESULTS OF OPERATIONS

Plan of Operation

The Company's plan of operation for the coming year, as discussed above, is to
identify and acquire a favorable business opportunity. The Company does not plan
to limit its options to any particular industry, but will evaluate each
opportunity on its merits. The Company anticipates that its owners, affiliates,
and consultants will provide it with sufficient capital to continue operations
until the end of fiscal year 2000, but there can be no assurance that this
expectation will be fully realized.

Results of Operations

For the Years Ended December 31, 2002 and 2001.

Sales

Revenues for the year ended December 31, 2002 were $347,240 versus $533,269 in
net revenues for the year ended December 31, 2001, a decrease of $186,029 or
34.9%. Sales consisted of food products from our Bestfoodonline subsidiary. At
year end, all operations have been sold or transferred and we do not expect any
revenue during 2003 until a merger or acquisition takes place..

Income / Loss

Net loss for the year ended December 31, 2002 was $7,718,948 as compared to a
net loss of $471,898 in the comparable period in 2001. The change in net income
was primarily attributable to an increase of general and administrative expenses
in consulting fees, which were $7,799,666 for the year ended

                                       11

<PAGE>



December 31, 2002 an increase of $7,544,666 over the year ended December 31,
2001, primarily due to common stock issued to professional to assist the Company
in its development strategy.

The Company expects to continue to incur losses at least through fiscal 2003 and
there can be no assurance that the Company will achieve or maintain
profitability or that its revenue growth can be sustained in the future.

Expenses

Selling, general and administrative expenses for the year ended December 31,
2002 were $7,956,189 versus $742,055 in the comparable period in 2001. The
following increases in expenses were noted during the year ended December 31,
2002: Accounting and legal expenses were $69,167 during the year to maintain
active trading status of the Over the Counter Bulletin Board (OTC BB).
Consulting fees were $2,420,466 primarily due to common stock issued to
professional to assist the company in its development strategy. The Company
incurred a one time collateral fee valued at $5,040,000 to Miami Venture
Capital, Inc. which was paid with the issuance of 14 million restricted shares
of common stock. (The valuation of $5,040,000 was determined by the Company's
Independent Accountants based upon the market value of the common stock at the
time of issuance and is not reflective of the value of the collateral.) Contract
labor was $23,400, due to additional contracts entered into to administer our
operations and market our products and services. We anticipate a significant
decrease in these expenses during fiscal 2003.

Cost of Sales

One of the largest factors in the variations in the cost of sales as a
percentage of net sales is the cost of products. Cost of sales for the period
ended December 31, 2002 was $109,999 versus $283,212 in the comparable period in
2001. The decrease was primarily attributable to a decrease in sales for the
year. Gross margins and product prices remained relatively constant during the
year.

Impact of Inflation

We believe that inflation has had a negligible effect on operations during the
period. We believe that we can offset inflationary increases in the cost of
sales by increasing sales and improving operating efficiencies.

Trends, Events, and Uncertainties

Demand for the Company's products will be dependent on, among other things,
market acceptance of the Company's concept, the quality of its Web site and
general economic conditions, which are cyclical in nature. Inasmuch as a major
portion of the Company's activities is the receipt of revenues from the sales of
its products, the Company's business operations may be adversely affected by the
Company's competitors and prolonged recessionary periods.




                                       12

<PAGE>



Liquidity and Capital Resources

For the Years Ended December 31, 2002 and 2001.

Cash flows used in operations were $0 for the year ended December 31, 2002
versus $84 in the comparable period in 2001. Negative cash flows from operating
activities were primarily attributable to the net loss from operations offset by
common stock issued for services and decreases in receivables, inventory and
loans from related parties.

We have funded our cash needs from inception through December 31, 2002 with a
series of related party, debt and equity transactions.

We project that we will need additional capital to fund operations over the next
12 months. A lack of significant revenues beginning in fiscal 2003 will
significantly affect the cash position of the Company and move us toward a
position where the raising of additional funds through equity, debt financing,
merger or acquisition will be necessary.

On a long-term basis, liquidity is dependent on continuation and expansion of
operations, receipt of revenues, additional infusions of capital and debt
financing. We are considering launching a wide scale marketing and advertising
campaign. Our current available capital and revenues are not sufficient to fund
such a campaign. If we choose to launch such a campaign it well require
substantially more capital. If necessary, we plan to raise this capital through
an additional follow-on stock offering. The funds raised from this offering will
be used to develop and execute the marketing and advertising strategy, which may
include the use of television, radio, print and Internet advertising. However,
there can be no assurance that we will be able to obtain additional equity or
debt financing in the future, if at all. If we are unable to raise additional
capital, our growth potential will be adversely affected. Additionally, we will
have to significantly modify our plans.
ITEM 7.       FINANCIAL STATEMENTS

The Company's financial statements for the fiscal year ended December 31, 2002
are attached hereto as pages F-1 through F-13.




                      [THIS SPACE INTENTIONALLY LEFT BLANK]







                                       13

<PAGE>












                          VECTOR HOLDINGS, CORPORATION


                              FINANCIAL STATEMENTS

                           December 31, 2002 and 2001

                       [WITH INDEPENDENT AUDITORS' REPORT]



                                       14

<PAGE>



                                           VECTOR HOLDINGS, CORPORATION.

                                                 Table of Contents


                                                                                        Page
Independent Auditors' Reports . . . . . . . . . . . . . . . . . . . . . . . . . .       F-2

Balance Sheet .......................... . . . . . . . . . . . . . . . . . . . .        F-3

Statements of Operations................................................. . . .         F-4

Statements of Stockholders' Deficit.......................................... .         F-5

Statements of Cash Flows...................................... . . . . . . . . .        F-6

Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . .
.. . F-7 to F-15




                                       F-1

<PAGE>



                 [Letterhead of Bongiovanni & Associates, P.A.]
                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders
VECOTR HOLDINGS, CORPORATION

We have audited the accompanying consolidated balance sheet of Vector Holdings,
Corporation (a Nevada corporation) and its subsidiaries as of December 31, 2002,
and the related statements of operations, stockholder's deficit, and cash flows
for the years ended December 31, 2002 and 2001. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provides a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Vector Holdings,
Corporation and its subsidiaries as of December 31, 2002, and the consolidated
results of its operations and its cash flows for the years ended December 31,
2002 and 2001 in conformity with accounting principles generally accepted in the
United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has suffered recurring
losses and has yet to generate an internal cash flow that raises substantial
doubt about its ability to continue as a going concern. Management's plans in
regard to these matters are described in Note H. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

March 31, 2003
Bongiovanni & Associates
Cornelius, North Carolina


                                       F-2

<PAGE>



                                    VECTOR HOLDINGS CORPORATION AND SUBSIDIARIES
                                             CONSOLIDATED BALANCE SHEET
                                              AS OF DECEMBER 31, 2002

                                                                                               December 31,
                                                                                                   2001
                                                                                         ------------------------
                                        ASSETS


CURRENT ASSETS
   Cash and cash equivalent                                                              $                      -
     TOTAL CURRENT ASSETS                                                                                       -

     TOTAL ASSETS                                                                        $                      -
                                                                                         ========================


                        LIABILITIES AND STOCKHOLDERS' (DEFICIT)

CURRENT LIABILITIES
   Accounts payable and accrued expenses                                                 $                129,075
   Overdrawn bank balance                                                                $                     53
     TOTAL CURRENT LIABILITIES                                                                            129,128
                                                                                         ------------------------

STOCKHOLDERS' (DEFICIT)
    Preferred stock - ($.10 par value, non-voting, 5,000,000 shares authorized;
1,254,857 shares issued and outstanding at December 31,
 31, 2002)                                                                                                125,486
    Common stock ($.001 par value, 600,000,000 shares authorized;                                          63,862
     63,861,955 issued and outstanding at December 31, 2002)
   Additional Paid in capital                                                                           7,893,058
   Retained (deficit)                                                                                  (8,211,534)
     TOTAL STOCKHOLDERS' (DEFICIT)                                                                       (129,128)
                                                                                         ------------------------
                      TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                        $-
                                                                                         ========================


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

                                       F-3

<PAGE>



                                    VECTOR HOLDINGS CORPORATION AND SUBSIDIARIES
                                        CONSOLIDATED STATEMENT OF OPERATIONS
                                   FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001



                                                                            Year ended            Year ended
                                                                           December 31,            December
                                                                               2002                  31,
                                                                                                     2001
                                                                      ---------------------- --------------------
REVENUES;
    Sales from discontinued operations                                $              347,240 $            533,269
    Cost of Sales from discontinued operations                                     (109,999)            (283,212)
              GROSS PROFIT                                                           237,241              250,057

EXPENSES;
    Selling, general and administrative
      from discontinued operations                                                 7,956,189              742,055
                                                                      ---------------------- --------------------
      TOTAL EXPENSES                                                               7,956,189              742,055
                                                                      ---------------------- --------------------

              OPERATING LOSS                                          $          (7,718,948) $          (491,998)

                    OTHER INCOME                                                       -                   20,100
                                                                      ---------------------- --------------------

              NET LOSS                                                $(7,718,948)           $          (471,898)
                                                                      ====================== ====================

Net loss per share-basic and fully
diluted from discontinued operations                                  $               (0.21) $             (0.06)
                                                                      ====================== ====================
Weighted average shares outstanding                                               37,275,532            8,156,833
                                                                      ====================== ====================


                                   See accompanying notes to financial statements

                                                        F-4

<PAGE>



                                    VECTOR HOLDINGS CORPORATION AND SUBSIDIARIES
                                               CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
                                               FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

                                                                                                                          Additional
                                                           Common Stock              Preferred Stock            paid in     Retained
                                                      ----------- ------------  -------------- ------------
                                                      Shares         Amount         Shares        Amount        Capital      Deficit
                                                      ----------- ------------  -------------- ------------  ------------- ---------
Balance, January 1, 2001                                  130,106 $        130               - $          -  $      59,842 $(20,688)
Common stock issued for merger                            160,000          160               -            -        267,000         -
Common stock issued for services                           64,000           64               -            -              -         -
Common stock issued in settlement of debt                  25,000           25               -            -              -         -
Net loss for the year                                           -            -               -            -              - (471,898)
                                                      ----------- ------------  -------------- ------------  ------------- ---------
Balance, December 31, 2001                                379,106 $        379               -            -  $     326,842$(492,586)
fractional shares due to split, other                       4,129            4               -            -          9,099         -
Common stock issued for services                       12,550,145       12,550               -            -      2,104,332         -
Common stock issued to officers for services            5,800,000        5,800               -            -        333,400         -
Common stock issued to officers for collateral fee     14,000,000       14,000               -            -      5,026,000         -
Preferred stock issued to officer for services                  -            -       2,500,000      250,000              -         -
Preferred stock converted into common stock by officer 31,128,575       31,129  $  (1,245,143)    (124,514)         93,385         -
Deposit on Purchase of Universal Data                     500,000          500               -            -              -         -
Reversal of Universal Data acquisition                  (500,000)         -500               -            -              -         -
Net loss for the year                                           -            -               -            -           -  (7,718,948)
                                                      ----------- ------------  -------------- ------------  ------------- ---------
Balances, December 31, 2002                            63,861,955 $     63,862       1,254,857 $    125,486  $ 7,893,058$(8,211,534)

Includes retroactive adjustments due to stock split.



                                       F-5

<PAGE>



                                                VECTOR HOLDINGS CORPORATION AND SUBSIDIARIES
                                                    CONSOLIDATED STATEMENT OF CASH FLOWS
                                               FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001



                                                                        Year Ended            Year
                                                                      Dec. 31, 2002           Ended
                                                                                            Dec. 31,
                                                                                              2001
                                                                   -------------------- -----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                                       $(7,718,948)         $(471,898)
    Adjustments to reconcile net loss to net cash (used in)
       operating activities:Depreciation                                            135               178
      Loss on disposal of fixed assets                                              521                 -
      Bad debt write-offs                                                         4,258                 -
      Common stock issued for services                                        7,496,086           268,600
      Preferred stock issued for services                                       250,000                 -
      (Increase) decrease in operating assets:
        Accounts receivable                                                           -            70,436
        Inventory                                                                59,627            66,185
        Deposit                                                                   1,000            (1,000)
        Due from related parties                                                  2,500            24,053
      Increase (decrease) in operating liabilities:
        Accounts payable and accrued expenses                                   (19,201)            7,786
        Due to related parties                                                  (75,611)           35,156
        Overdrawn bank balance                                                     (367)              420
                                                                   -------------------- -----------------
          NET CASH (USED IN) OPERATING ACTIVITIES                                     -               (84)
                                                                   -------------------- -----------------

          NET (DECREASE) IN CASH AND CASH EQUIVALENTS                                 -               (84)

        CASH AND CASH EQUIVALENTS,
          BEGINNING OF THE PERIOD                                  $                  - $              84
                                                                   -------------------- -----------------

          END OF THE PERIOD                                        $                  - $               -
                                                                   ==================== =================

SUPPLEMENTARY CASH FLOW INFORMATION OF NON-CASH
FINANCING:
      Common stock issued for services                             $          7,496,086 $         268,600
                                                                   ==================== =================
      Preferred stock issued for services                          $            250,000 $               -
                                                                   ==================== =================
      Common stock issued for acquisition, subsequently rescinded  $             10,000 $               -
                                                                   ==================== =================

SUPPLEMENTAL OPERATING AND FINANCING CASH FLOWS
INFORMATION
      Cash paid for inventory bulk purchase from unrelated company $             47,500 $               -
                                                                   ==================== =================

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

                                       F-6

<PAGE>



                   VECTOR HOLDINGS CORPORATION & SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2002 and 2001


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Business - Vector Holding Corporation (formerly Vector Aeromotive
Corporation) (the "Company") was incorporated December 23, 1988 under the laws
of the State of Nevada. The Company was engaged in the design, development,
manufacturing and marketing of exotic sports cars. The Company suspended
operations in November 1996. On July 22, 1997, the Company entered into a
restructuring agreement that resulted in the Company's resuming operations on a
limited basis. This resumption of operations was not successful and all
automotive operations ceased on July 31, 1999. These operations were sold in
2000 at which time the Company temporarily became a public shell. Vector
Holdings Corporation had no recent operating history or financial position
before this merger.

On January 3, 2001, the Company acquired 100% of the outstanding common stock of
Bestfoodonline.com, Inc. The transaction was accounted for as a reverse merger
in accordance with Accounting Principles Board Opinion No.16 wherein the
Bestfoodonline.com, Inc. stockholders retained the majority of the outstanding
common stock of the Company after the merger. The Company's officer and majority
stockholder was also an officer and sole stockholder of Bestfoodonline.com, Inc.
This division was discontinued in 2002.

Effective on January 3, 2001, the Company operated as a gourmet food company and
wholesale distributor of specialty foods throughout the United States of America
and the Caribbean.

In 2002, the Company also acquired a marketing company and a fast food
concession in the South Florida area. However, effective October 7, 2002, the
Company completed the reversal of its previous acquisition of Universal Data
Services of Broward, Inc. ("UDS"). In accordance with the purchase agreement
executed by the parties, UDS exercised its right to redeem the company as a
result of the decline in the market value of the Company's common stock below
$.25 per share. UDS returned to the Company the 500,000 shares of common stock
paid for the purchase of the company, which shares have been returned to the
treasury. The Company no longer has any financial or ownership interest in UDS.

Also effective as of October 7, 2002, the Company forfeited the assets of the
Potato Sack restaurant operation to a secured lender, the Company's officer and
majority shareholder. In return for the forgiveness of certain debt to such
secured lender, the Company turned over the assets of the Potato Sack, including
inventory, security deposits, a lease to a related entity and other corporate
owned assets of the Company, including furniture, office supplies and equipment,
to the secured lender. The Company entered into a separate lease agreement on a
month-to- month basis until alternative facilities can be located.



                                       F-7

<PAGE>



                   VECTOR HOLDINGS CORPORATION & SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT.)
                 For the Years Ended December 31, 2002 and 2001

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)
-----------------------------------------------------------

Cash and Cash Equivalents - For purposes of the Statement of Cash Flows, the
Company considers highly liquid investments with an original maturity of three
months or less to be cash equivalents.

Revenue Recognition - Revenue from sales is recognized when the products are
shipped and invoiced to the customer, provided collection of the resulting
receivable is probable and the earnings process is complete. If any material
contingencies are present, revenue recognition is delayed until all material
contingencies are eliminated. Material contingencies are circumstances in which
there are any potential uncertainties as to the completion of the revenue
process being complete. Further, no revenue is recognized unless collection of
the applicable consideration is probable. Probable collection is determined at
the time collection occurs or is more than reasonably possible it will be
collected.

Income Taxes - Income taxes are provided for the tax effects of transactions
reported in the financial statements and consist of deferred taxes related
primarily to differences between the bases of certain assets and liabilities for
financial and tax reporting. Deferred taxes represent the future tax return
consequences of those differences, which will either be taxable or deductible
when the assets and liabilities are recovered or settled. The income tax benefit
consists of taxes currently refundable due to net operating loss carryback
provisions for federal and state governments. Deferred tax assets are reduced by
a valuation allowance when, in the opinion of management, it is more likely than
not that some portion or the entire deferred tax asset will not be realized.
Deferred tax assets and liabilities are adjusted for the effect of changes in
tax laws and rates on the date of enactment. There are no other deferred income
tax assets or liabilities required to be recorded or disclosed in accordance
with Statement of Financial Accounting Standards No.109.

Property, Plant, and Equipment - Property, plant and equipment is recorded at
cost and include expenditures that substantially increase the productive lives
of the existing assets. Maintenance and repair costs are expensed as incurred.
Depreciation is provided using the straight-line method and other methods that
approximate the straight-line method. It is calculated over a recovery period as
prescribed by management of 5 years for office equipment.

When property, plant and equipment are disposed of, its cost and related
accumulated depreciation are removed from the accounts. The difference between
undepreciated cost and proceeds from disposition is recorded as gain or loss.




                                       F-8

<PAGE>



                   VECTOR HOLDINGS CORPORATION & SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT.)
                 For the Years Ended December 31, 2002 and 2001

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)
-----------------------------------------------------------

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

Comprehensive Income (Loss) - The Company adopted Financial Accounting Standards
Board Statement of Financial Accounting Standards No. 130, "Reporting
Comprehensive Income", which establishes standards for the reporting and display
of comprehensive income (loss) and its components in the financial statements.
There were no material items of comprehensive income (loss) applicable to the
Company during the period covered in the financial statements.

Earnings (Loss) per Share - The Company adopted Statement of Financial
Accounting Standard (SFAS) No.128. This statement requires dual presentation of
basic and diluted earnings (loss) with a reconciliation of the numerator and
denominator of the loss per share computations. Basic earnings per share amounts
are based on the weighted average shares of common outstanding. If applicable,
diluted earnings per share would assume the conversion, exercise or issuance of
all potential common stock instruments such as options, warrants and convertible
securities, unless the effect is to reduce a loss or increase earnings per
share. Accordingly, this presentation has been adopted for the period presented.
There were no adjustments required to net loss for the period presented in the
computation of diluted earnings per share for 2002 and 2001.

Fair Value of Financial Instruments - The carrying amounts of financial
instruments including accounts payable and accrued expenses approximated fair
value because of the immediate short- term maturity of these instruments.

Recent Accounting Pronouncements - In July 2001, the Financial Accounting
Standards Board issued Statement of Financial Accounting Standards (SFAS)
No.143, "Accounting for Asset Retirement Obligations" which addresses the
accounting and reporting for obligations associated with the retirement of
tangible long-lived assets and the associated retirement costs. SFAS No. 143
requires that the fair value of a liability for an asset retirement obligation
be recognized in the period in which it is incurred if a reasonable estimate of
fair value cannot be made. SFAS No. 143 is effective for financial statements
issued for fiscal years beginning after June 15, 2002. The Company does not
expect SFAS No. 143 to have a material effect on its financial condition or cash
flows.




                                       F-9

<PAGE>



                   VECTOR HOLDINGS CORPORATION & SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT.)
                 For the Years Ended December 31, 2002 and 2001

Recent Accounting Pronouncements (Cont.) - In August 2001, the FASB issued SFAS
No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets". SFAS
No. 144 generally establishes a standard framework which to measure impairment
of long-lived assets and expands the Accounting Principles Board ("APB") 30,
"Reporting the Results of Operations - Reporting the Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions" to include a component of the entity (rather than a
segment of the business). SFAF No. 144 is effective for financial statements
issued for fiscal years beginning after December 15, 2001. The Company does not
expect SFAS No. 144 to have a material effect on its financial condition and
cash flows.

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities" effective for exit or disposal activities
initiated after December 31, 2002. The standard addresses financial accounting
and reporting for costs associated with exit or disposal activities and
nullifies Emerging Issues Task Force No. 94-3. SFAS No. 146 essentially requires
a liability to be recognized and measured initially at its fair value in the
period in which the liability is incurred for a cost associated with an exit or
disposal activity. The implementation of the pronouncement does not have
material effect on its financial condition and cash flows.

Advertising - The Company charges the costs of advertising to expense when
incurred.

Basis of Presentation - The financial statements included herein include the
accounts of the Company are prepared under the accrual basis of accounting.

Stock-Based Compensation - The Company accounts for stock-based compensation
using the fair value method of Financial Accounting Standard No. 123. Shares
issued for services rendered by a third party are recorded at the fair value of
the shares issued or services rendered, whichever is more readily determinable.

NOTE B - COMMITMENTS

The Company leased its warehouse in South Florida under a month-to-month oral
operating agreement. The Company sub-leased a portion of the warehouse to an
unrelated party in 2001. The Company leased its executive offices in Aventura,
Florida under a non-cancelable operating lease that expired on November 30,
2002. The lease was not renewed due to the Company discontinuing all operations
in 2002.

Rent expense for 2002 and 2001 was $25,089 and $42,009, respectively.



                                      F-10

<PAGE>



                   VECTOR HOLDINGS CORPORATION & SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT.)
                 For the Years Ended December 31, 2002 and 2001

NOTE  C - INCOME TAXES

The Company has approximately $336,000 of federal and state net operating losses
available that expire in various years through the year 2017.

Due to operating losses, there is no provision for current federal or state
income taxes for the years ended December 31, 2002 and 2001.

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amount used for federal and state income tax purposes.

The Company's deferred tax asset at December 31, 2002 consists of net operating
loss carryforward calculated using federal and state effective tax rates
equating to approximately $67,000 less a valuation allowance in the amount of
approximately $67,000, respectively. Because of the Company's lack of earnings
history, the deferred tax asset has been fully offset by a valuation allowance.
The valuation allowance increased (decreased) by approximately ($32,000) and
$95,000, respectively, for the years ended December 31, 2002 and 2001.

Utilization of the net operating losses may be subject to certain annual
limitations due to changes in control. This may result in the expiration of net
operating losses before full utilization.

The Company's total deferred tax asset as of December 31, 2002 is as follows:

     Net operating loss carryforwards...................................................................$    67,000
     Valuation allowance       .........................................................................   (67,000)
                                                                                                         ----------

     Net deferred tax asset..........................................................................$          ---


                                                                                                              =====







                                      F-11

                                     <PAGE>



                   VECTOR HOLDINGS CORPORATION & SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT.)
                 For the Years Ended December 31, 2002 and 2001

NOTE D - STOCKHOLDERS' DEFICIT

During the year ended December 31, 2001, the Company issued 1,600,000 shares of
its common stock for services to outside consultants. The stock issued was
valued at the market price at the time of issuance, giving an aggregate value of
$267,000. This amount was expensed during the year ended December 31, 2001 and
is included in the accompanying financial statements.

During the year ended December 31, 2001, the Company issued 4,000,000 restricted
shares of its common stock to its majority stockholder and officer in exchange
for 100% of the common stock of Bestfoodonline.com, Inc., an entity formerly
owned 100% by the Company's majority stockholder and officer. The aforementioned
shares included a contractually agreed upon 2,000,000 common share penalty
associated with the delay in timing of the merger.

During the year ended December 31, 2001, the Company issued 625,000 shares of
its common stock to an unrelated entity in exchange for settlement of a prior
debt relating to the Company's former automotive operations. The Company is
committed to issue an additional 2,757,290 common shares to several unrelated
entities for the same purpose.

During the year ended December 31, 2002, the Company enacted a 25 for 1 reverse
stock split on its common stock. All common stock amounts in the accompanying
financial statements have been retroactively restated to reflect this
capitalization change

During the year ended December 31, 2002, the Company issued 12,550,145 shares of
its common stock for services to outside consultants. The stock issued was
valued at the market prices at the time of issuances, giving an aggregate value
of $2,116,882. This amount was expensed during 2002 and is included in the
accompanying financial statements.

During the year ended December 31, 2002, the Company issued 5,800,000 shares of
its common stock for services to its officer and majority shareholder. The stock
issued was valued at the market price at the time of issuance, giving an
aggregate value of $339,200. This amount was expensed during 2002 and is
included in the accompanying financial statements.

During the year ended December 31, 2002, the Company issued 14,000,000 shares of
its common stock for services to its officer and majority shareholder for a
collateral fee on a related party loan secured by the officer. The stock issued
was valued at the market price at the time of issuance, giving an aggregate
value of $5,040,000. This amount was expensed during 2002 and is included in the
accompanying financial statements.




                                      F-12

<PAGE>



                   VECTOR HOLDINGS CORPORATION & SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT.)
                 For the Years Ended December 31, 2002 and 2001

NOTE D - STOCKHOLDERS' DEFICIT (CONT.)

During 2002, the Company issued 2,500,000 preferred shares to the Company's
officer and majority shareholder for compensation. The fair value of the
services is included in the accompanying financial statements. During 2002, the
Company's officer and majority shareholder at a twenty-five to one conversion
ratio converted 1,245,143 of these preferred shares into 31,128,575 common
shares.

NOTE E - RELATED PARTY TRANSACTIONS

On September 15, 2000, a related party , Miami Venture Capital, filed a Uniform
Commercial Code Financing Statement (Form UCC-1) with the State of Florida
against the Company as debtor. Accordingly, all assets of the Company are
security for this debt. As of the date of this report, the lien still exists.
However, during 2002 the Company's the Board of Directors approved the
forgiveness of debt payable to this related party in exchange for the forfeiture
of Potato Sack assets to a party related through common ownership.

See footnote "D" herein for additional related part transactions as they pertain
to equity issuances.

NOTE F - CONCENTRATIONS

The Company had a major customer that accounted for $109,354 or 21% of the
Company's total revenue for 2001. This represented a concentration of a credit
risk that existed during 2001. Due to the discontinuance of related operations
in 2002, the Company's vulnerability to the risk of a near-term severe impact is
no longer applicable. At December 31, 2001, there was no amount due from this
customer.

NOTE G - LITIGATION
As of December 31, 2002, the Company faces several lawsuits filed by various
former vendors. The Company has accrued $17,000 for a judgment filed against the
Company by a former landlord. The amount is probable of payment under Statement
of Financial Accounting Standards No. 5. The Company believes that adequate
provision has been made for all other judgments that may be awarded against the
Company. None of the other lawsuits have yet been resolved.





                                      F-13

<PAGE>





                                      F-14

                                     <PAGE>



                   VECTOR HOLDINGS CORPORATION & SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT.)
                 For the Years Ended December 31, 2002 and 2001

NOTE H - GOING CONCERN

As shown in the accompanying consolidated audited financial statements, the
Company has incurred losses from operations, has a deficit book value, has an
overdrawn bank account, has received numerous Notices of Federal Tax Liens from
the Internal Revenue Service for unpaid payroll taxes, has all of its assets
fully pledged, has a negative cash flow from operations that have placed
substantial doubt as to whether the Company can continue as a going concern. The
ability of the Company to continue as a going concern is dependent on developing
operations, increasing revenues, and obtaining new capital. Management has
enacted a plan to raise capital and enter strategic acquisitions.

The Internal Revenue Service has issued a Notice of Federal Tax Lien for
approximately $33,000 to the subsidiary of the Company for unpaid payroll taxes
from 1998 to 2000. Included in the Statement of Operations and Balance Sheet for
2002 and 2001 is an estimate of unpaid penalties and interest computed on these
unpaid payroll taxes.

         NOTE I - SEGMENT REPORTING

Statement of Financial Accounting Standards No. 131, "Disclosures about Segments
of an Enterprise and Related Information" requires companies to report
information about operating segments in interim and annual financial statements.
It also requires segment disclosures about products and services, geographic
areas and major customers. The Company determined that it did not have any
separately reportable operating segments as of December 31, 2002 and 2001 as its
separate marketing division was immaterial during the short period it operated
prior to it being dissolved during 2002.

NOTE J - SUBSEQUENT EVENTS

During 2001, the Company entered in to a signed Purchase and Sale Agreement for
a proposed purchase of a hotel in South Florida. The agreed upon purchase price
of the contract was $16,000,000; however, the transaction has not closed by the
date of this report. The agreement has been mutually extended indefinitely.
Management deems the chances of closing as remote in accordance with the
definitions of Statement of Financial Accounting Standards No. 5 given the state
of uncertainty and lack of a firm equity or debt financing commitment to date.






                                      F-15

                                     <PAGE>



                   VECTOR HOLDINGS CORPORATION & SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT.)
                 For the Years Ended December 31, 2002 and 2001

NOTE K - SUBSEQUENT EVENTS (CONT.)

Subsequent to December 31, 2002, the Company entered into a signed promissory
note with its former officer and former majority shareholder. Under the terms of
the note, the Company is obligated to pay $100,000 in one lump sum on February
14, 2004 including interest of 7% per annum. The obligation represented by the
note may be converted into shares of the Company's common stock valued at eighty
percent of the closing price of the day prior to written notice for conversion
of the note.

Subsequent to December 31, 2002, the Company entered into a signed employment
agreement with its former officer and former majority shareholder. Under the
terms of the agreement, the Company is obligated to pay $150,000 in cash or
common stock or combination of both for services rendered by him for a specified
period of time of one year. If the compensation is in the Company's stock, then
payment shall be at a 20% discount according to the terms of the agreement.












                                      F-16

<PAGE>



ITEM 8.           CHANGES WITH AND DISAGREEMENTS WITH ACCOUNTANTS ON
                  ACCOUNTING AND FINANCIAL DISCLOSURE

The Company has had no disagreements with its independent accountants.

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Identification of Directors and Executive Officers and Significant Employees.

The following table identifies all current executive officers, directors and
significant employees of Vector Holdings Corporation. The officers and directors
will serve until the next annual meeting of the stockholders or until their
successors are elected or appointed and qualified, or they resign or are
terminated.


Name                          Age                           Position                      Commenced
Gino Carlucci                 34                            CEO, President, CFO           2/03*
                                                            and Director

Dennis R. Thompson            49                            Director                      2/03*

All  executive officers are elected by the Board and hold office until the next Annual Meeting of
stockholders and until their successors are elected and qualify.
* Both Mr. Carlucci and Mr. Thompson were elected by Diversified Holdings X, Inc. to the their
positions subsequent to the end of the year when Diversified Holdings X, Inc. has acquired a controlling
interest in the Company.

Business Experience and Personal Background.

Gino Carlucci, 34. Mr Carlucci holds a Bachelor of Arts
in Communication, and a Juris Doctorate with emphasis on constitutional law. Mr. Carlucci
serves as President and Director of G&G Capital, LLC, a real estate investment
company since 1999 and also serves as President of NYC Entertainment, LLC, a
prominent entertainment company since 1995. He will serve as director until the
next annual meeting of the Company's shareholders.

Dennis Thompson, 49, has worked as an independent consultant since 1996, prior
to that time for a period of 10 years he was the owner and operator of start up
business that engineered and built equipment which processed hardwood bark and
prior to that period worked as a superintendent and ironworker in the
construction field. He will serve as a director until the next annual meeting of
the Company's shareholders.


                                    Page -17-

<PAGE>



Family Relationships

None.

Involvement in Certain Legal Proceedings.

Mr. Allen Weintraub resigned from his position as an officer and director of the
Company and divested his controlling position as shareholder at the time this
Form 10KSB was filed, the following described legal action may further impair
the Company. The action taken against Mr. Weintraub is more fully described
below.

On October 15, 2002, the Securities and Exchange Commission filed a civil action
in the United States District Court for the Southern District of Florida against
the Company, Allen E. Weintraub and Florida Stock Transfer, Inc. Mr. Weintraub
was restrained and enjoined from violating certain provisions under the
Securities Act of 1933 and the Securities Exchange Act of 1934.

The action is styled Securities and Exchange Commission v. Florida Stock Transfer, Inc., Vector
                     --------------------------------------------------------------------------
Holdings Corporation, and Allen E. Weintraub, Case No. 02-023048-CIV-Ungaro-Benages/Brown, and
--------------------------------------------
as to the Company and Mr. Weintraub, alleges, inter alia, violations of the federal securities laws by,
among other things, failing to make adequate disclosure regarding Mr. Weintraub' s background which
included being convicted in several fraud related violations of the law.

On November 1, 2002, each of the Company, Mr. Weintraub and Florida Stock
Transfer, Inc. entered into a Permanent Injunction without admitting or denying
any of the allegations, except to admitting to the jurisdiction of the Court
over them and the subject matter of the claims. By virtue of the Permanent
Injunction, Company and Mr. Weintraub were restrained and enjoined from
violation of Section 17(a)1) of the Securities Act of 1933, Section 17(a)(2) and
(3) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act
of 1934 and Rule 10b-5, Section 13a of the Securities Exchange Act of 1934 and
Rules 13a-1, 13a-11, 13a-13 and 12b-20 thereunder, and Section 13(a) of the
Securities Exchange Act of 1934 and Rule 13b2-2. As of the date hereof, the
Judgment of Permanent Injunction is subject to entry by the Court. On October
30, 2002, Florida Stock Transfer, Inc. resigned as the Company's transfer agent.

There have been no other events under any bankruptcy act, no criminal
proceedings and no judgments or injunctions material to the evaluation of the
ability and integrity of any director or executive officer during the past 5
years.

Compliance with Section 16(a) of the Exchange Act

Based solely upon a review of Forms 3, 4 and 5 furnished to the Company, the
Company is not aware of any person who at any time during the fiscal year ended
December 31, 2002 was a director, officer, or beneficial owner of more than ten
percent of the Common Stock of the Company, and who failed to file, on a timely
basis, reports required by Section 16(a) of the Securities Exchange Act of 1934
during such fiscal year.

                                    Page -18-

<PAGE>



ITEM 10. EXECUTIVE COMPENSATION

The following table sets forth in summary form the compensation received during
each of the Company's last three completed fiscal years by the Chief Executive
Officer and President of the Company. No executive officer of the Company,
including the Chief Executive Officer and President, received total salary and
bonus exceeding $100,000 during any of the last three fiscal years.

Summary Compensation Table

                                                            Other               Restricted                     Restricted
Name and         Fiscal         Annual         Bonuses      Compensation        Stock           LTIP           Stock
Position         Year           Salary                                          Awards          Options        Bonuses
                                (1)            (2)          (3)                 (4)             (6)            (5)
Allen            2002           $-0            0            0                   5,800,000       0              0
Weintraub
CEO and
President(7)
                 2001           $-0            0            0                   225,000         0              0
                 2000           $-0            0            0                   0               0              0

(1) The dollar value of base salary (cash and non-cash) received. Information on
the stock-based compensation can be found in the accompanying audited financial
statements. (2) The dollar value of bonus (cash and non-cash) received.
(3) During the periods covered by the Summary Compensation Table, the Company
did not pay any other annual compensation not properly categorized as salary or
bonus, including prerequisites and other personal benefits, securities or
property.
(4) During the periods covered by the Summary Compensation Table, the Company
made a restricted award of 225,000 shares of restricted stock to Allen Weintraub
for 2001 services in lieu of salary. During the year 2002 the Company issued
5,800,000 shares of restricted stock to Allen Weintraub for services valued at
$339,200, the valuation was determined by the Independent Accounts for the
Company based upon the market price for the shares at the time of issuance.
(5)   The Company currently has no Restricted Stock Bonus Plans.
(6)   No other compensation
(7) Allen Weintraub was president of Miami Venture Capital, Inc. ("MVC") the
majority shareholder of the Company which received the following stock during
the relevant periods: April 24, 2002 the Company issued 14,000,000 shares of
restricted stock to MVC to secure the loan for the purchase of The Potato Sack,
the shares were valued by the Company's independent accountants at market price
of $5,040,000. On January 3, 2001 the Company issued 4,000,000 restricted shares
of common stock to MVC for the purchase of Bestfoodonline.com, Inc.



Compensation of Directors

                                    Page -19-

<PAGE>



The Company does not pay its non-employee directors any compensation for
Directors' Meetings attended. It is anticipated that no more than twelve
meetings will occur each year. There are currently no Employment Contracts,
Termination of Employment or Change-In Control Arrangements.

ITEM 11.           SECURITY OWNERSHIP OF CERTAIN BENEFICIAL AND MANAGEMENT
                  AND RELATED STOCKHOLDER MATTERS
All persons known by the Registrant to own beneficially more than 5% of any
class of the Company's outstanding stock on April 14, 2003, are listed below:
outstanding.

     Title of Class                   Name & Address of                      Amount and             Percent of
     --------------                   -----------------                      ----------             ----------
                                       Beneficial Owner                       Nature of                class
                                       ----------------                       ---------                -----
                                                                             Beneficial
                                                                              Ownership
------------------------ -------------------------------------------- ------------------------- -------------------
      Common Stock               Diversified Holdings X, Inc.              (1) 40,051,430             63%(2)
   ($0.001 par value)           268 West 400 South, Suite 300                  Direct
                                  Salt Lake City, Utah 84101

------------------------ -------------------------------------------- ------------------------- -------------------
      Common Stock           Gino Carlucci, President & Director                  0                    0.00
   ($0.001 par value)               1959 South Power Road
                                      Building 103, #327
                                     Mesa, Arizona 85206
------------------------ -------------------------------------------- ------------------------- -------------------
      Common Stock                Dennis Thompson, Director                       0                    0.00
   ($0.001 par value)                   #10 Dairy Road
                                        Poca, WV 25159
------------------------ -------------------------------------------- ------------------------- -------------------
      Common Stock                      Richard Surber                     (1) 40,051,430               63%
   ($0.001 par value)                 268 West 400 South                     Beneficial
                                  Salt Lake City, Utah 84101
------------------------ -------------------------------------------- ------------------------- -------------------
      Common Stock          Directors and Executive Officers as a                 0                     0%
   ($0.001) par value               Group (2 individuals)
------------------------ -------------------------------------------- ------------------------- -------------------
(1) Mr. Surber is the President and sole shareholder of  Diversified Holdings X, Inc. has the sole power to vote and dispose of all
Vector shares owned by Diversified Holdings X. Inc.
(2) On March 1, 2003, there were 64,361,955 shares of common stock issued and outstanding.



                                    Pag -20-

<PAGE>



ITEM 12.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During the past two years the Company has been a party to the following material
transaction or series of transactions with the below named Directors, Executive
Officers or nominees for election as a Director of the Company or beneficial
owner of 5% or more of the Company's outstanding common stock:

January 3, 2001 the Company issued 4,000,000 restricted shares of common stock
to Miami Venture Capital, Inc. the majority shareholder of the Company and
controlled by Allen Weintraub, the former president of the Company, in exchange
for 100% ownership of Bestfoodonline.com, Inc. This number of shares included a
contractually agreed upon 2,000,000 shares of common stock penalty caused by a
delay in the timing of the acquisition.

During August of 2002, the Company issued 5,800,000 shares of its common stock
to Allen Weintraub, its former president and majority shareholder for services.
The stock was valued by the Company's independent accountants at the market
prices at the time of issuance, with an aggregate value of $339,200.

On April 14, 2002, the Company's board of directors authorized the issuance of
14,000,000 restricted shares of its common stock to Miami Venture Capital, Inc.
a Florida corporation under the control of Allen Weintraub, the Company's former
president and majority shareholder. These shares were issued as further
collateral on a loan to purchase The Potato Sack. These shares were valued by
the Company's independent accountants at market price at the time of issuance
with an aggregate value of $5,040,000.

On April 24, 2002, we acquired the assets only of Universal Data Services of
Broward, Inc. ("UDS") a leads company located in Broward County, Florida. The
acquired assets consisted of computer equipment, printers, desks, chairs, and
office equipment collectively valued at approximately $10,000, additional
acquisitions included customer and leads lists of UDS. We issued 500,000
restricted common shares to UDS, the seller, upon consummation of the purchase
agreement. On October 7, 2002, the Company completed the reversal of its
previous acquisition of UDS assets. UDS is a Florida corporation of which
Michele Weintraub is president, Ms. Weintraub became the wife of the then
president of the Company, Allen Weintraub subsequent to the purchase of the UDS
assets and prior to their return. In accordance with the purchase agreement
executed by the parties, UDS exercised its right to redeem the assets as a
result of the decline in the market value of the Company's common stock below
$0.25 per share. UDS returned to the Company 500,000 shares of its common stock.
The Company has cancelled the shares and returned the computer's, printers,
desks, chairs, office equipment, leads, client base and all obligations related
to the office premises to UDS. As of October 7, 2002, the Company no longer had
any financial or ownership interest in UDS.

On October 7, 2002, the Company forfeited the assets of The Potato Sack, a
restaurant operation it managed located in the Aventura Mall, Aventura, Florida,
to Miami Venture Capital, Inc. (MVC) a lender controlled by the then president
of the Company, Allen Weintraub. MVC agreed to forgive all indebtedness owed by
the Company arising from the purchase and operation of the Potato Sack. In
return for the forgiveness of that debt to MVC, and to avoid litigation, the
Company turned over the

                                    Page -21-

<PAGE>



assets of The Potato Sack, including inventory and other corporate owned assets
of the Company, including furniture, restaurant supplies and equipment

Subsequent Events
On February 14, 2003, the Company signed a Promissory Note in the sum of
$100,000 payable to Allen Weintraub, the former president of the Company,
payment is due on February 14, 2004 and the note bears interest at the rate of
7% per annum and includes a right of conversion into shares of the Company's
common stock at a value of 80% of the closing price for the shares on the day
prior to written notice of conversion by Mr. Weintruab. The note was given in
final satisfaction of all obligations of the Company to Mr. Weintraub and Miami
Venture Capital as of the date of the note.

In February of 2003, the Company signed an employment agreement with Allen
Weintraub, the former president of the Company. The agreement provides for
compensation in the amount of $150,000 worth of S-8 common stock of the Company
provided that Mr. Weintraub is eligible for compensation pursuant to an S-8
registration or in cash if such registration is not available, payments to be
made on a quarterly basis. Services are to be provided to the Company relating
to the preparation and filing of reports with the Securities and Exchange
Commission and other regulatory agencies for a period of 12 months.

On April 8, 2003, the Company under new management retroactively approved the
sale of its 100% interest in Bestfoodonline.com, Inc. (Bestfood) to MVC, a
corporation controlled by the former President of the Company, for $10 effective
as of December 30, 2002. The purpose of the disposition was to further
streamline the Company by eliminating any lingering management issues,
liabilities and other complications which may have involved Bestfood. The sale
of Bestfood to MVC was also effected to provide further separation from Allen
Weintraub. Bestfood was considered by new management to be a burden on the
Company and was not considered a viable operating company with any substantive
future beneficial prospects for the Company.


                                    Page -22-

<PAGE>



ITEM 13. EXHIBITS, LIST AND REPORTS ON FORM 8-K

(a) Exhibits. Exhibits required to be attached by Item 601 of Regulation S-B are
listed in the Index to Exhibits beginning on page of this form 10-KSB, which is
incorporated herein by reference.

(b) Reports on Form 8-K.
   ----------------------

                  (1) On November 6, 2002 the company filed a Form 8-K and
                  amended that filing on March 27, 2003 with a Form 8-K/A,
                  reporting that effective as of October 7, 2002, the Registrant
                  had completed the reversal of its previous acquisition of
                  Universal Data Services of Broward, Inc. ("UDS").
                  (2) On February 13, 2003 the company filed a Form 8-K that
                  reports that on October 15, 2002, the Securities and Exchange
                  Commission filed a civil action in the United States District
                  Court for the Southern District of Florida against the
                  Company, Allen E. Weintraub and Florida Stock Transfer, Inc.
                  (3) On March 7, 2003 the company filed a Form 8-K advising
                  that on February 21, 2003, Diversified Holdings X, Inc., a
                  Utah corporation ("DHX") closed on a Stock Acquisition
                  Agreement with Miami Venture Capital, Inc. and others in which
                  DHX acquired 40,051,430 shares of the common stock of Vector
                  Holdings Corporation, which represents 63% of all issued and
                  outstanding common stock of the registrant and 1,254,857
                  shares of preferred stock of Vector Holdings Corporation, or
                  100% of all issued and outstanding shares of preferred stock
                  of the Registrant.



                                    Page -23-

<PAGE>





                                                    SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Registrant caused this Annual Report and any subsequent amendments thereto
to be signed on its behalf by the undersigned, there unto duly authorized.

                                            Vector Holdings Corporation


Dated: April 14, 2003                             By:    /s/ Gino Carlucci
                                                       -------------------
                                                        Gino Carlucci, President and CFO


Pursuant to the requirements of the Securities Act of 1934, this Annual Report
has been signed below by the following persons in their respective capacities
with the Registrant and on the dates indicated.



SIGNATURE                                         TITLE                    DATE

                                                    President, Director    April 14, 2003
   /s/ Gino Carlucci
Gino Carlucci

                                                  Director                 April 14, 2003
 /s/ Dennis Thompson
Dennis Thompson









                                    Page -24-

<PAGE>






CERTIFICATIONS

     I, Gino Carlucci, certify that:

     1.   I have reviewed this annual Report on Form 10-KSB of Vector Holdings Corporation;

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

     3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

     4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     (a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;

     (b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

     (c) Presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

     5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):

     (a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and


                                    Page -25-

<PAGE>





     (b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

     6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

/s/ Gino Carlucci
Gino Carlucci, CEO and CFO
Date: April 14, 2003



                                    Page -26-

<PAGE>





INDEX OF EXHIBITS
Exhibit          Page
No.                No.    Description
-------------------------------------------------------------------------------------------------------------------


3(i)                      * Articles of Incorporation of the Company as amended
                          and bylaws are herein incorporated by reference from
                          the Company's Form S-3 filed December 22, 1995.
10(i)             *       Purchase Agreement with The Potato Sack, Inc. incorporated by reference from the
                          June 30, 2002, 10-QSB filed August 14, 2002 as Exhibit 10.1
10(ii)            *       Purchase Agreement with Universal Data Systems, Inc. incorporated by reference
                          from the June 30, 2002, 10-QSB filed August 14, 2002 as Exhibit 10.2
10(iii)           31      Purchase Agreement with Miami Venture Capital, Inc and Vector Holdings
                          Corporation dated December 30, 2002.
10(iv)            32      Settlement Agreement between Vector Holdings and Suburban Capital Updated.
99.1              28      Certification As Adopted Pursuant To Section 302 Of The Sarbanes-Oxley Act
                           Of 2002
99.2              30      Statement regarding Controls and Procedures

* Previously filed as indicated and incorporated herein by reference from the
referenced filings previously made by the Company.

                                    Page -27-

<PAGE>





Exhibit 99.1
    CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

   In connection with the Annual Report of Vector Holdings Corporation (the"
Company") on Form 10- KSB for the period ending December 31, 2002 as filed with
the Securities and Exchange Commission on the date hereof (the"Report"), I, Gino
Carlucci, Chief Executive, Sole Executive Officer, certify, pursuant to 18
U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of
2002, that:

   1.   I have reviewed this annual report on Form 10-KSB of Vector Holdings Corporation and:

               (a)     The Report complies with the requirements of section 13(a) or 15(d) of the Securities
               Exchange Act of 1934; and

               (b) The financial information contained in the Report fairly
               presents, in all material respects, the financial condition and
               result of operations of the Company.

   2.   I am responsible for establishing and maintaining disclosure controls
        and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for
        the Company and I have:

   a)   designed such disclosure controls and procedures to ensure that material
        information relating to the Company, including its consolidated
        subsidiaries, is made know to me by others within those entities,
        particularly during the period in which this annual report is being
        prepared;

   b)   evaluated the effectiveness of the registrant's disclosure controls and
        procedures as of a date within 90 days prior to the filing date of this
        annual report (the "Evaluation Date"); and

   c)   presented in this annual report are my conclusions about the
        effectiveness of the disclosure controls and procedures based on my
        evaluation as of the Evaluation Date:

   3.     I have disclosed, based on my most recent evaluation, to the Company's auditors and the board of
   directors

   a)   all significant deficiencies in the design or operation of internal
        controls which could adversely affect the Company's ability to record,
        process, summarize and report financial data and have identified for the
        Company's auditors any material weakness in internal controls; and
   b)   any fraud, whether or not material, that involves management or other
        employees who have a significant role in the Company's internal
        controls; and

                                    Page -28-

<PAGE>






   4. I have indicated in this annual report whether or not there were
significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of my most recent
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.

    /s/ Gino Carlucci
   Gino Carlucci
   CEO and CFO
   April 14, 2003


                                    Page -29-

<PAGE>






Exhibit 99.2
                                              Controls and Procedures

1.       Evaluation of disclosure controls and procedures

Under the supervision and with the participation of the Company's Sole Executive
Officer, the Company evaluated the effectiveness of the design and operation of
our disclosure controls and procedures (as defined in Rule 13a-14(c) and
15d-14(c) under the Exchange Act) as of a date (the "Evaluation Date") within 90
days prior to the filing date of this report. Based upon that evaluation, the
Sole Executive Officer concluded that, as of the Evaluation Date, the Company's
disclosure controls and procedures are effective in timely alerting him to the
material information relating to the Company (or its consolidated subsidiaries)
required to be included in the Company's periodic SEC filings.

2.       Changes in internal controls.

There were no significant changes made in the Company's internal controls during
the period covered by this report or, to the Company's knowledge, in other
factors that could significantly affect these controls subsequent to the date of
the Sole Executive Officer's evaluation.


 /s/ Gino Carlucci
         Gino Carlucci
         CEO and CFO
         April 14, 2003



                                    Page -30-

<PAGE>





                                 Exhibit 10(ii)
                               PURCHASE AGREEMENT

         This Purchase Agreement (the "Agreement") is entered into as of the
30th day of December, 2002, by and between Vector Holdings Corporation, a Nevada
corporation ("Vector") and Miami Venture Capital, Inc., a Florida corporation
("MVC").
                                                      RECITALS
         A.  WHEREAS, Vector is the parent corporation of Bestfoodonline.com, Inc., a Florida
corporation, ("Bestfood"), and
         B.  WHEREAS, the MVC desires to purchase Bestfood from Vector; and.
         C.  WHEREAS, the parties desire to exchange all of Vector's interest in Bestfood to MVC in
exchange for Ten dollars and other good and valuable consideration;
         NOW THEREFORE, in consideration of the consideration set forth herein
which are acknowledge to be good and valuable consideration the parties agree as
follows:
         1.       Vector shall and does hereby transfer, sell and convey to MVC
                  and all rights, title and ownership that it may have to
                  Bestfood, including any stock ownership.

         2.       MVC shall deliver and pay over to Vector Ten dollars in cash and other good and valuable
                  consideration as specified by the parties.

         3.       Should legal action be necessary to enforce, construe,
                  rescind, terminate or recover for the breach of the provisions
                  of this agreement, the prevailing part or parties shall be
                  entitled to recover all costs of suit, including reasonable
                  attorney's fees.
         4.       This Agreement shall be governed by and construed in accordance with the Laws of the
                  State of Florida.
         5.       The individuals signing this Agreement warrant that they have
                  full authority to bind their principals as parties to this
                  Agreement.
         IN WITNESS WHEREOF, the undersigned parties have executed this
Agreement as of the date first above written.

VECTOR HOLDINGS CORPORATION                                                              MIAMI VENTURE CAPITAL, INC.

By:     /s/ Allen Weintraub                                                 By:       /s/ Allen Weintraub
   ------------------------------------------------------------------------      --------------------------------------------------
Title:                                                           Title:
        --------------------------------------------------               -------------------------------------------

                                                     Page -31-

<PAGE>





                                 Exhibit 10(iv)
                    SETTLEMENT AGREEMENT AND GENERAL RELEASE

         This Settlement Agreement ( greement is made and entered into between
SUBURBAN CAPITAL CORPORATION ( uburban , on the one hand, VECTOR HOLDINGS
CORPORATION ( ector), DIVERSIFIED HOLDINGS X, INC. ( HX and RICHARD SURBER (
urber on the other hand. The above-named parties are referred to collectively
hereinafter as he Parties.

                                                      RECITALS

         Whereas, certain disputes have arisen between Suburban and Vector;

         Whereas, Suburban filed a suit against Vector and other named defendants (Miami Venture
Capital, Allen Weintraub and Karl J. Schumer) in the in the Circuit Court of Cook County, Illinois County
Department, Chancery Division, Case No. 03 CH 3380, SUBURBAN CAPITAL CORPORATION,
                                                    -----------------------------
Plaintiff v. VECTOR HOLDINGS CORP., a Nevada corporation, MIAMI VENTURE CAPITAL, INC., a
----------------------------------------------------------------------------------------
Florida corporation, ALLEN WEINTRAUB, individually and KARL J. SCHUMER, individually.
------------------------------------------------------------------------------------

         Whereas, the Parties now desire to resolve all claims, known and
unknown, which may exist among the named parties to this agreement relating to,
or arising out of, the action entitled and numbered as set forth hereinabove.

         Now therefore, in consideration of the above premises and the following
covenants, it is hereby agreed as follows:

Purpose

            1. The Parties hereto understand, acknowledge, and agree
         that the execution of this Agreement
         constitutes a compromise of the disputes that exist between them, that
         this Agreement is not to be considered as any finding of fact nor
         construed as an admission of liability or fault by any party.

Reciprocal Obligation

             2. Vector shall pay to Suburban the sum of Ten Thousand
         dollars ($10,000) within forty-eight hours of
         the execution hereof by delivery of certified funds, Vector, Surber and
         DHX shall pay the additional sum of Nine Thousand dollars ($9,000) in
         certified funds within sixty (60) days of the execution of this
         agreement, with Surber and DHX acting as guarantors of the $9,000
         payment only, Suburban agrees upon receipt of the $10,000 payment to
         dismiss with prejudice all claims it has against Vector arising out of
         or related to the claims asserted in the litigation set forth above and
         to dismiss or release all injunctions, restraining orders or similar
         court orders, Suburban further agrees to assign to Vector and DHX all
         claims that it has as to the other named defendants in the litigation
         set forth above for all purposes and causes of action.

SETTLEMENT AGREEMENT AND GENERAL RELEASE
                                    Page -32-

<PAGE>






           3. Suburban agrees to release all claims that it has to all
         Vector stock of any class and specifically as to
         Vector stock certificates #1093 and 1099 and shall execute all
         necessary documents to have the court and its clerks deliver possession
         of those certificates to DHX, free of any further claim of Suburban.

           4. The respective Parties have agreed to jointly draft and
         execute this Settlement Agreement and
         General Release, and after the language is finalized, to provide the
         other with a copy of the executed signature page with all due
         expediency.

           5. The Parties agree that payments, actions and delivery o
         the documents as set forth in paragraphs
         1 through 5 of this agreement by the parties shall constitute full and
         complete settlement of all disputes arising from, or related to the
         litigation set forth above as to Suburban and Vector and the complete
         and full assignment of causes of action in the said litigation to
         Vector and DHX with regard to other named defendants in Case No. 03 CH
         3380 pending in the Circuit Court of Cook County, Illinois County
         Department, Chancery Division.

           6. After counsel for Suburban receives in his office a copy
         of the executed signature page of this
         Settlement Agreement, Suburban shall deliver the signed orders,
         consents or motions as agreed upon by counsel for the parties hereto to
         carry out the provisions of this agreement. After counsel for Vector
         receives in his office a copy of the executed signature page of this
         Settlement Agreement by Suburban, within 48 hours he shall deliver to
         counsel for Suburban a certified check in the sum of $10,000, made
         payable to Suburban Capital Corporation.
..
Release of Claims

               7. Each party agrees for itself, its predecessors,
                                     ------
         successors, and assigns, to fully and unconditionally
         release and forever discharge the other parties, including each party
         successors, assigns, subsidiaries, affiliates, transferees, attorneys,
         representatives, agents, officers, directors, employees, insurers, and
         reinsurers, past, present, and future, from and on account of any and
         all claims, demands, actions, causes of action, or charges of any
         nature or kind whatsoever against the other party, whether known or
         unknown, asserted or unasserted, choate or inchoate, related to or
         arising out of the above set forth action bearing Case No. 03 CH 3380.

Advice of Counsel

          10. In executing this Agreement, the Parties acknowledge tha
         they have been advised to consult with
         and have consulted with and had the advice of an attorney duly admitted
         to practice law in the State of Illinois prior to executing this
         Agreement, and that they have voluntarily executed this Agreement after
         a careful and independent investigation, and not under fraud, duress,
         or undue influence.

Binding on Successors

SETTLEMENT AGREEMENT AND GENERAL RELEASE
                                    Page -33-

<PAGE>






             11. This Agreement shall be binding on and inure to the
         benefit of the Parties hereto, their heirs,
         executors, administrators, successors-in-interest, and assigns.

Integration

             12. All Parties hereby agree that this Agreement is the
         complete and exclusive statement of the mutual
         understanding of the Parties and supersedes and cancels all previous
         written and oral agreements and communications relating to the
         settlement between the parties arising from the litigation set forth
         herein above.

Interpretation

            13. The Parties hereby agree that no inference or rule of
         inference shall be made by reason of the fact
         that one Party caused this Agreement to be drafted. For purposes of
         interpretation of the Agreement, it shall be assumed that all Parties
         drafted each provision of the Agreement. This Agreement shall be deemed
         to have been made in, and shall be construed pursuant to the laws of
         the State of Illinois.

Severability

           14. If any provision of this Agreement shall be adjudged by
         any court of competent jurisdiction to be
         unenforceable or invalid, that provision shall be limited or eliminated
         to the minimum extent necessary so that this Agreement shall otherwise
         remain in full force and effect and enforceable.

Confidentiality

            15. The Parties hereto specifically acknowledge, affirm,
         agree, and intend on their own behalf and on
         the behalf of their attorneys and representatives, that the terms of
         this Agreement shall remain entirely confidential unless disclosure is
         required by the court, by law, any reporting requirements of the
         Securities and Exchange Commission or the American Stock Exchange, or
         otherwise necessary to carry out the terms and conditions of this
         Agreement.

No Waiver

           16. No failure to exercise, and no delay in exercising, on
                    the part of any Party, any privilege, any
         power or any rights hereunder will operate as a waiver thereof, nor
         will any single or partial exercise of any right or power hereunder
         preclude further exercise of any right hereunder.




SETTLEMENT AGREEMENT AND GENERAL RELEASE
                                                     Page -34-

<PAGE>





Further Assistance

          17. Each of the parties shall hereafter execute all document
         and take all actions that are reasonably
         necessary to effectuate the provisions of this Agreement.

Attorney Fees

          18. If any actual controversy arises as to the enforcement o
         any provision of this Agreement, the
         prevailing party, in any action or arbitration to enforce this
         Agreement, shall be entitled to recover all costs and expenses
         including, without limitation, attorney fees.

Execution in Counterparts

          19. The Parties agree that this Agreement may be executed in
         counterparts and that it is the intent of
         the Parties that a copy signed by a Party will be fully enforceable
         against that Party provided all other Parties have executed a
         counterpart of this Agreement. The Parties further agree that, in order
         to expeditiously effect the execution of this Agreement, a facsimile
         transmission of the signature pages will be deemed an original.

         Therefore, the signatures below constitute an express of the Parties,
and each of them, that this Agreement is agreed to and binding as of the date of
execution:

VECTOR HOLDINGS CORPORATION


By:      _Gino Carlucci___________ Dated:            _____________________
Its:     President

SUBURBAN CAPITAL CORPORATION


By:      _/s/ Frank Custable_______ Dated:           _____________________
Its:     President

DIVERSIFIED HOLDINGS X, INC.


By:      __/s/ Richard Surber________ Dated:         _____________________
Its:     President

SETTLEMENT AGREEMENT AND GENERAL RELEASE
                                    Page -35-

<PAGE>





RICHARD SURBER, Personally


Signed   /s/ Richard Surber________________ Dated:        _____________________



SETTLEMENT AGREEMENT AND GENERAL RELEASE
                                                     Page -36-

<PAGE>
</TABLE>