U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   FORM 10-KSB



[X]  ANNUAL  REPORT  UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF  1934  for  the  period  ended  December  31,  2001

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT  OF  1934  for  the  transition  period  from  _______  to  _______

COMMISSION FILE NUMBER: 000-17303

                           VECTOR HOLDINGS CORPORATION
                           ---------------------------
        (Exact name of small business issuer as specified in its charter)


          Nevada                              65-1021346
     -----------                              ----------
(State or other jurisdiction of       (IRS Employer identification
incorporation or organization)                     No.)


             19495 Biscayne Blvd., Ste 807, Aventura, Florida 33180
             ------------------------------------------------------
                    (Address of principal executive offices)

                                 (305) 466-2411
                                 --------------
                           (Issuer's telephone number)

      Securities registered pursuant to Section 12(b) of the Exchange Act:

                                      None

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

                      $0.001 Par Value Common Voting Stock
                                (Title of Class)


Check whether the issuer (1) filed all reports required to be filed by Section13
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  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 an
amendment  to  this  Form  10-KSB.  [x]

State issuer's revenues for its most recent fiscal year: $533,269

As  of  April  1,  2002  there  were 4,407,702 common shares outstanding and the
aggregate  market  value of the common shares (based upon the average of the bid
price  ($.18)  reported  by  brokers),  held by non-affiliates was approximately
$793,386.  Transitional  Small  Business Disclosure Format (check one): Yes [  ]
No[X]

Number of shares of common stock outstanding as of April 1, 2002: 4,407,702

Number of shares of preferred stock outstanding as of April 1, 2002: 2,500,000












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                                     PART I
                                     ------

Item 1. Business

Overview  of  Business
----------------------

     As  used  in  this  Quarterly  Report,  the terms "we", "us", "our" and the
"Company"  mean  Vector  Holdings  Corporation,  a  Nevada corporation, formerly
Vector  Aeromotive  Corporation.  We  changed  our  name  to  Vector  Holdings
Corporation  on  June  26,  2000  because  we  were  no longer in the automotive
business.

     Subsequent  to  our  year  ended  December  31,  2000,  we  entered into an
agreement  to acquire all of the shares of Bestfoodonline.com, Inc. ("Bestfood")
effective  in  January  2001,  as  reported in our Form 8-K filed on January 18,
2001.  We  now  operate  in  the  gourmet  food  business  as  described  below.

Acquisition  of  Bestfoodonline.com

     Pursuant  to  an Agreement and Plan of Share Exchange dated January 3, 2001
(the  "Agreement")  between  Bestfoodonline.com Inc., a Florida corporation, the
shareholders of Bestfood and the Company, Bestfoodonline.com Inc.,  ("Bestfood")
was  acquired in a share exchange by the Company (the "Acquisition").  Reference
is  made  to  the  Company's Form 8-K Report filed on January 18, 2001, which is
incorporated by reference. The Agreement was adopted by the unanimous consent of
the  Board  of  Directors  of  the  Company,  Bestfood  and approved by the sole
shareholder of Bestfood, Allen Weintraub.  This annual report for the year ended
December 31, 2001, includes the consolidated financial statements reflecting the
Acquisition  by  the  Company  of  Bestfood.

Business  of  Bestfoodonline.com

     Bestfoodonline.com,  Inc.  ("Bestfood"), a Florida corporation, was founded
in January 2000 as an online food store, marketing high quality specialty foods.
In July 2000, 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 present business of the Company is the wholesale
distribution  of specialty food products to the hospitality industry and we also
distribute  our products on a wholesale basis to certain supermarkets.  Bestfood
is  headquartered  at 19495 Biscayne Blvd, Ste 807 - Aventura, FL 33180 and is a
full-service  wholesale  food  distributor.  In addition, we have also commenced
operations of a website for the sale and distribution of specialty food products
over  the  Internet.  See "Internet Distribution" below.  The description of the
business  of  Bestfood  includes the operations acquired in the transaction with
Distinguished.

Internet  Commerce
------------------

     The  Internet  is  a  worldwide  series of interconnected electronic and/or
computer  networks.  Individuals and companies have recently recognized that the
technological  capabilities  of  the  Internet provide a medium for not only the
promotion and communication of ideas and concepts, but also for the presentation
and sale of information, goods and services. According to statistics reported by
the  Computer  Industry  Almanac, there are projected to be 110 million Internet
users  in  the  United States by the end of 1999, and nearly 14 million users in
Canada  by  year-end.  Of  this  number,  approximately  25%  purchase goods and
services  online,  according  to  a December 1999 study by Scarborough Research.

     Historically, the Internet has been accessible principally through personal
computers. Recently, several companies have announced "Web TV" products designed
for  attachment  to  television  sets  for the purpose of allowing access to the
Internet  without  the  need for a personal computer. Although these products do
not  permit  the full range of functions provided by personal computers, they do
permit  many  of  the  features of the Internet to be viewed on television sets.
Management  believes  that  such advances in Internet technology are expected to
substantially  increase  the  number  of  businesses  who  will  shop  online by
accessing  the  Internet.  Already,  online purchases have increased 100% in the
past  year,  according  to  a November, 2000 study by Yankelovich Partners, Inc.

     The  term  "Internet  commerce"  encompasses  the  use  of the Internet for
selling  goods  and  services.  The  use  of  the  Internet  as  a marketing and
advertising  tool  is enhanced by the ability to communicate information through
the  Internet  to  a large number of individuals, businesses and other entities.

     Because of the "virtual" nature of electronic commerce, the online presence
for  certain  merchants  can  significantly  reduce  or  eliminate  the costs of
maintaining  a  physical  retail  facility.  Online  merchants  can also achieve
significant  savings  by  eliminating  traditional  product  packaging,  print
advertising and other point of purchase materials. Marketing on the Internet can
be  especially  advantageous  for  smaller  companies  because  it  removes many
physical  and  capital  barriers  to  entry  and serves to level the competitive
playing  field  by allowing smaller companies to effectively compete with larger
companies.

Internet  Security
------------------

     One  of  the  largest  barriers  to  a  potential customer's willingness to
conduct  commerce  over  the  Internet  is the perceived ability of unauthorized
persons  to  access  and  use  information  about  the user, such as credit card
account  numbers, social security numbers and bank account information. Concerns
about  the  security of the Internet include the authenticity of the user (i.e.,
is  the  user  accurately identified), verification and certification methods of
who  these  users  are, and privacy protection for access to private information
transmitted  over  the  Internet.  However,  recent  advances  in this area have
greatly reduced the possibility of such unauthorized access or use. Our web host
employs  state-of-the-art  encryption  software  to  ensure  the  privacy  and
protection  of  our  customers.  We have not experienced any occasion in which a
user's  credit  card  was  misappropriated  while  transacting  business  on
Bestfoodonline.com.

Products  and  Services
-----------------------

     Bestfood  believes  that  it  is one of the growing regional wholesale food
distributors in South Florida with distribution throughout South Florida and the
Florida  Keys,  as  well  as  to  island  resorts  in the Bahamas and Caribbean.
Bestfood  supplies  a  wide  selection  of  food  products  and our product list
includes  specialty  food products such as caviar, foie gras, exotic meats, wild
mushrooms  and  truffle  products, imported spices, imported pastas and cheeses,
imported  olives  and  olive  oils, imported chocolates and other specialty food
products  including  Asian,  Indian and Jamaican ethnic specialties. We sell and
deliver  our  specialty  food  products  to  more  than  500  business customers
principally  in  the  hospitality  industry.  Bestfood  offers  its  customers a
dependable  supply  and  prompt  delivery  of  over  950 specialty food items at
competitive  prices.  While  a  vast  majority  of  our  sales  are to wholesale
customers,  we  have  commenced  direct  retail  sales  through  our  web  site,
www.Bestfoodonline.com  offering  our  full  line  of  products.

Building a Bestfoodonline.com Brand Identity and Awareness
----------------------------------------------------------

     We  intend  to  build  brand  identity  through the functionality, quality,
convenience,  and  value  of  the  online  services  we offer. We also intend to
aggressively  market our services through promotions and advertising, as a means
to further establish brand-name recognition. We currently advertise in magazines
and  with  billboards  located  on  Highway  95  in  Miami,  Florida.

Provide a Superior Shopping and Order Experience
------------------------------------------------

     We  are  committed to providing our online users with a superior experience
in  all  aspects of our services. Our shopping cart solution provides users with
user-friendly,  highly  functional and cost-effective shopping tools, convenient
delivery  service  options, and a host of customer support and services designed
to  ensure  our  customers  satisfaction.

Expand  Into  New  Geographic  Markets  and  Further  Penetrate Existing Markets
--------------------------------------------------------------------------------

     We plan to increase revenues and realize economies of scale by aggressively
expanding  into  new  metropolitan  markets  and  increasing  penetration in our
existing  markets. We believe that we can achieve competitive cost advantages in
our  target  markets  through  the  combination  of warehouse facilities and our
growing online presence. As of December 31, 2001, we had approximately 1,400,000
visits  on  our  web  site that was launched in November 2000. We expect to have
increasing  visits  to our user friendly web site. We have averaged on a monthly
basis  approximately  100,000 visits to our web site during the first quarter of
2002.





Business Strategy
-----------------

     Bestfood's primary business objective is to pursue growth opportunities
that increase profitability and attract new customers while continuing to focus
on cost control and on the logistics and distribution aspects of our business.
This strategy is intended to enhance profitability while permitting us to offer
competitive prices and better service to our customers. In addition, Bestfood
intends to increase its sales generated from its online business operation,
which complement our existing wholesale direct order food distribution
operations. See "Recent Developments" above.

     We  are  pursuing  Bestfood's  goals  of  increasing  our customer base and
attracting  new  customers  by:

(i)  providing  products  to  our  customers  at  very  competitive  prices,

(ii)assisting  our wholesale customers in being able to quickly adapt to changes
in  consumer  preferences  and  changes  in  the marketplace, and

(iii)  offering  our  business customer a variety of support services typical of
those  offered  by  large  food  distributor  chains to their customers. See the
discussions  under  "Product  Pricing"  and  "Purchasing"  below. We provide our
wholesale  customers  with  the  competitive  advantages  associated  with large
purchasing  power  and extensive support services similar to those of far larger
wholesale  food distributors, while providing each customer retains our regional
focus  and  flexibility  to respond to local demographics and market conditions.

     Consolidation  trends  in  the  food  distribution  industry  may  present
opportunities  for  strategic  acquisitions  by  Bestfood.  While  we  have  no
acquisitions  planned  at  the  present, our criteria for strategic acquisitions
will  be  to  pursue well-run, established wholesale food distributor operations
with  modern  facilities and capacity to accommodate growth, that complement our
existing  operations,  and that are able to achieve an appropriate return on our
investment.  Bestfood  will  also  commit  capital  resources  as appropriate to
increase  the  efficiency  and  productivity  of  our distribution and logistics
operations.

Purchasing
----------

     Our  business  strategy  involves assisting our wholesale food customers in
quickly  adapting  to  changes  in  consumer  preferences  and  changes  in  the
marketplace  so  they  remain  competitive. We continually change and expand our
product  lines  to  enhance  our  product  offerings  to  meet changing consumer
demands.

     Bestfood  purchases  specialty  food  products  for  resale  to  wholesale
customers  from  approximately  10  importers  and other suppliers in the United
States.  Therefore,  we  do  not  require  any  import  licenses  and we are not
dependent on any single supplier to meet customers' demands. We believe that our
size enables us to purchase products at competitive prices. We monitor available
pricing  of our specialty food products on a continuous basis and use our buying
power  to  secure  products  at  the  best  terms  available.

     We time our purchases of specialty food products from our suppliers, to the
extent  consistent  with  our  growing  demand, when prices are advantageous. In
particular,  we  purchase  sufficient  quantities  of  certain staple items when
offered  at  a discount, if justified, after giving effect to carrying costs. We
use  our working capital, loans from related parties, and short-term credit from
suppliers  to  cover our inventory costs and do not currently have any long-term
debt.

     Our  wholesale  food distribution service sells a wide variety of specialty
food  items  such  as caviar, exotic meats, wild mushrooms and truffle products,
imported  spices,  imported  pastas and cheeses, imported olives and olive oils,
imported  chocolates  and  other specialty food products including Asian, Indian
and  Jamaican  ethnic specialties. We deliver to more than 20 business customers
principally  in  the  hospitality  industry  including  airlines,  hotels  and
restaurants,  supermarkets  and  resorts.

Inventories
-----------

     Our  procedure is to manage our inventory on a "just-in-time" basis and our
inventory  typically  averages  approximately  $50,000  at  any  given  time. At
December  31,  2001, our inventory was slightly higher, $59,627, due to seasonal
factors  including the holiday season in our South Florida, the Florida Keys and
island  resort  markets.  Our  sales generally increase during the winter months
because  of  increased tourism related to the hospitality industry in our market
areas  in  South  Florida,  the  Florida Keys, and the resort islands. We remain
committed  to  effective  inventory management, which is an integral part of our
business  strategy.  See  "Purchasing"  and "Order Processing and Distribution."

Order Processing and Distribution
---------------------------------

     Bestfood  produces  and  distributes  price  lists  with  periodic  updates
including  special  pricing  on  select items indicating our wholesale prices to
customers  for each of our more than 500 specialty food products. Customer place
orders  either  by telephone or via our web site "www.bestfoodonline.com" to our
distribution facility in Aventura, Florida. In addition, our sales personnel use
telemarketing  and  e-mail  to  advise our wholesale food customers of price and
products  specials  available  from  time  to  time.

     We  make our deliveries by FedEx, DHL, and contract carriers and via trucks
leased  directly  by  us.  We  do  not  own  trucks  at  this  time.

     Our  warehouse  uses  a  computerized  warehouse  locator/inventory control
system, which monitors product movement and provides efficiency in the handling,
storage,  and  retrieval  of  products.

     Goods sold to customers are billed on a weekly basis with payment generally
due  the  following week. We review customers' credit histories on an individual
basis  extend  terms  up  to  thirty  days  when  appropriate.



Product Pricing
---------------

     We  use the "cost plus" method of pricing products sold to customers. Under
the  "cost  plus" method of pricing, products are sold to the customer at landed
vendor  invoice  cost. The customer is also charged a service fee and a delivery
fee  based  upon  the characteristics of the particular order. The fee structure
includes  incentives  to encourage customers to increase their purchases from us
and  to  order  and  accept  merchandise  for delivery more efficiently, thereby
increasing  our  efficiency.  Over  the  past two years, our "cost plus" pricing
system,  together  with  efficiencies  in purchasing operations, has resulted in
more  competitively  priced  goods  and  have  placed  us  in  a stronger market
position.

Customer Base and Principal Markets
-----------------------------------

     We supply approximately 20 business customers in South Florida, the Florida
Keys and resort islands. Our business customers include companies such as United
Airlines,  Walt  Disney,  Hyatt  Hotels, Four Season Hotels, Marriott Hotels and
Whole  Food  Supermarkets,  among others. For the year ended December 31, 2001 a
substantial  percentage  of  our  sales  (approximately  21%)  were  to a single
customer  and  we  do not have any written agreement or purchase commitment with
such  customer.  Reference  is made to our audited financial statements, Note H,
for  December  31,  2001 (Concentration of Risk) about this risk. We do not have
nor  do we require any supply agreements to secure our sources of specialty food
products  for  resale to our customers. Our suppliers do not require any minimum
purchase  requirements by dollar or amount and category of goods and are subject
to  adjustments.

Risk  Factors.
--------------

    Limited  Operating  History.

     We have had limited operations since our reorganization, and since becoming
Vector  Holdings  Corporation  in  January 2001. We have accumulated $492,586 in
losses  for  our  first  two years of operations and none of our operations have
proven  successful.  There  can be is no assurance that we can profitably market
our  present  products  and  services.

     Operating  Results.

     We  had  limited  net revenues ($533,269) and substantial losses ($471,898)
for  the  year  ended  December  31,  2001.

     The  net  loss  shown  for  the  period  ending  December 31, 2001 reflects
primarily  revenues  and expenses from Bestfoodonline, which is our wholly owned
subsidiary.  All  financial  statements included herein have been presented on a
consolidated  basis.




    Additional  Capital  Requirements.

     The  Company  has  limited capital.  Our primary sales are derived from the
sale  of  a  limited number of goods and services online to limited markets, and
these  sales are presently dependent upon the services provided by our alliances
with  our  food  distributors.  If  our  alliances with our suppliers end, it is
likely  that  we  cannot continue as a going concern. We have limited capital to
increase  our  sales  force  or  to  expand  operations;  accordingly,  without
additional  capital,  growth  will  be  limited.

     Economic  Considerations.

     Any substantial downturn in economic conditions could significantly depress
discretionary  consumer  spending  and  have  a  material  adverse  effect  on
Bestfoodonline's  business operations.  At any given time, because of the search
and  comparison-shopping  capabilities  using  the  Internet,  it is possible to
locate items similar to that sold by the Company at competitive or lower prices.
Inflation  may  also  affect  the  future  availability  of  favorable  terms or
financing  rates  for  Bestfoodonline  or  its customers, and deflation may also
affect  sales  derived  from  these  operations.

     Reliance  on  Existing  Management.

     Our operations are primarily dependent upon the experience and expertise of
Allen  Weintraub,  President.  The  loss  of  any  of  our management may have a
material  adverse  effect  on  our present and contemplated business operations.
Our  success  is also dependant upon our ability to attract and retain qualified
management, administrative and sales personnel to support our anticipated future
growth,  of which there can be no assurance.  The Company does not carry key man
insurance  upon  the  lives  of  any  of  our  directors  or executive officers.

     Lack  of  Dividends.

     We  have  not paid and do not expect to pay any cash dividends with respect
to  our  common  stock  in  the  foreseeable  future.  We presently have limited
revenues  and capital. Without substantial increases in revenues and capital, it
would  be  impossible  to  pay  cash  dividends.

     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  Associated  with  Execution  of  Growth  Strategy.

     A  principal component of our growth strategy is to partner with additional
merchants  and  service providers that will allow their goods and services to be
sold  through our Web site, and to attract additional customers.  Our ability to
execute  our  growth  strategy  depends  on  a  number of factors including, (i)
Bestfoodonline's  ability  to  acquire  these  goods  and  services  and related
opportunities  on  economically  feasible terms;  (ii) our ability to obtain the
capital  necessary  to  finance  the  expansion  and to pay any necessary sales,
marketing  and  operational  expenditures;  and  (iii)  our  ability  to  manage
potentially  rapidly  growing  operations effectively and in a manner which will
result  in significant customer satisfaction.  There can be no assurance that we
will  be  successful  in  any  of  these  respects.

     Internet  and  Information  Systems

     We  rely  upon  the  accuracy  and  proper  utilization of our Internet and
information system to provide timely distribution services, manage our sales and
track our customers' purchase and sale information. To manage our growth, we are
continually  evaluating  the adequacy of our existing systems and procedures and
continue to update and integrate critical functions.  We anticipate that we will
regularly  need  to make capital expenditures to upgrade and modify our Internet
and  information  systems,  including  software and hardware, as we grow and the
needs of our business changes. There can be no assurance that we will anticipate
all  of  the demands that our expanding operations will place on our information
system.  The occurrence of a significant system failure or our failure to expand
or  successfully  implement  its systems could have a material adverse effect on
our  operations  and  financial  results.

     Dependence  on  Technical  Employees

     The  success  of  our Internet services business depends in large part upon
our  ability  to  attract  and  retain  highly  skilled  technical  employees in
competitive  labor  markets.  There  can be no assurance that we will be able to
attract  and  retain sufficient numbers of skilled technical employees. The loss
of  existing  technical personnel or difficulty in hiring or retaining technical
personnel  in  the future could have a material adverse effect on our operations
and  financial  results.

     Delivery  Time

     Bestfoodonline  does  not  have a significant backlog of business since our
vendors  normally  deliver and/or install products and services purchased by our
customers  within one to seven days from the date of order. Accordingly, backlog
is  not  material  to  our  business or indicative of future sales. From time to
time,  we may experience difficulty in obtaining products from our major vendors
as  a  result  of  general  industry  conditions.  In  addition, in the Internet
industry, one to three day delivery options are becoming commonplace.  If we are
unable  to  deliver products to our customers within a short time period, we may
experience  loss  of  sales.

     Rapid  Technological  Change

     As  with  all  Internet  companies,  our success will depend in part on our
ability  to develop Internet solutions that keep pace with continuing changes in
information  technology,  evolving  industry  standards  and  changing  client
preferences.  There can be no assurance that we will be successful in adequately
addressing  these  developments on a timely basis or that, if these developments
are  addressed, we will be successful in the marketplace. In addition, there can
be  no  assurance  that  products  or  technologies developed by others will not
render  our  services  noncompetitive  or obsolete. Our failure to address these
developments  could  have a material adverse effect on our operating results and
financial  condition.

     Competition;  Low  Barriers  to  Entry.

     We  expect competition to persist, intensify and increase in the retail and
wholesale  Internet  industry in the future.  There are thousands of individuals
and  companies  that  sell  goods  and  services  similar  to  those  offered by
Bestfoodonline.  Almost all of our current and potential competitors have longer
operating  histories,  larger installed customer bases, and longer relationships
with  clients  and  vendors,  and  significantly  greater  financial, technical,
marketing  and public relation resources than we do.  As a strategic response to
changes  in  the  competitive environment, we may from time to time make certain
pricing,  service  technology  or  marketing decisions or business or technology
acquisitions  that  could  have  a  material  adverse  effect  on  our business,
financial condition, results of operations and prospects, and similar actions by
competitors  could materially adversely affect our present and proposed business
operations,  results  of  operations,  financial  condition  and  prospects.

     In addition, our ability to generate customers will depend to a significant
degree  on  the  uniqueness  and  quality  of  our products and services and our
reputation  among  our  customers  and  potential  customers,  compared with the
quality  of  similar  services  provided  by,  and  the  reputations  of,
Bestfoodonline's  competitors.  To  the  extent  that  we  lose customers to our
competitors  because  of dissatisfaction with our services, or our reputation is
adversely  affected  for  any other reason, our business, results of operations,
financial  condition  and  prospects  could  be  materially  adversely affected.

     There  are  relatively low barriers to entry into Bestfoodonline's targeted
business.  Anyone can attempt to purchase and sell the goods and services, which
we  purchases  and  market.  Accordingly,  we  are  likely  to  face  additional
competition  from  new  entrants  into the market in the future. There can be no
assurance that existing or future competitors will not develop or offer services
that  provide  significant performance, price, creative or other advantages over
those offered by us, which could have a material adverse effect on our business,
financial  condition,  results  of  operations  and  prospects.


     Acquisitions

     We  may  consider acquiring the assets and operations of other companies in
order  to expand our business.  Integration of acquisitions may involve a number
of  risks that could have a material adverse effect on our operating results and
financial  condition,  including:  restructuring  charges  associated  with  the
acquisitions  and  other  expenses  associated  with  a  change  of  control;
non-recurring  acquisition  costs  such as accounting and legal fees; investment
banking  fees;  amortization  of  acquired  intangible  assets;  recognition  of
transaction-related  obligations  and  various  other acquisition-related costs;
diversion  of  management's  attention;  difficulties with retention, hiring and
training  of  key  personnel;  and  risks of incurring unanticipated problems or
legal  liabilities.

     Although we would conduct due diligence, hire outside independent financial
and  accounting  consultants,  and generally require representations, warranties
and indemnifications from the former owners of any acquisition candidates, there
can  be  no  assurance  that  such  owners  will have accurately represented the
financial  and operating conditions of their companies. If an acquired company's
financial  or  operating  results  were  misrepresented, or the acquired company
otherwise  failed  to  perform  as  anticipated,  the  acquisition  could have a
material  adverse effect on the operating results and financial condition of the
Company.

    Governmental Regulation

     Because  of  the  fact  that  we  do not import our specialty food products
directly,  we  are  not  required  to  have  any  import licenses. However, as a
distributor  of  food  products, we are subject to federal, state and local laws
and  regulations  governing  the  processing,  purchase,  handling,  sale  and
transportation  of our food products, and are subject to the jurisdiction of the
Food and Drug Administration ("FDA"), the Interstate Commerce Commission ("ICC")
and the United States Department of Agriculture ("USDA"). We believe that we are
in  material  compliance  with  all  FDA, ICC, USDA and other federal, state and
local  laws  and  regulations  governing our business. We do not believe that we
will  be  materially  adversely  affected  by  changes,  if any, in the laws and
regulations  applicable  to  our  business.

     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  $.25  and $5.00 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 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.

    NASD  OTC  Bulletin  Board  Quotations.

     Our  common  stock  is currently quoted on the OTC Bulletin Board under the
trading  symbol  'VCTH.'

     Patents,  Trademarks,  Licenses, Franchisees, Concessions, Royalty Payments
or  Vendor  Contracts.

     We have secured the use of Bestfoodonline.Com on the Internet, which cannot
be  used  to  access  any  other  Web site as long as we remain current with our
Internet registration of the name.  Agreements and licenses with our vendors are
oral  agreements,  cancelable  upon  notice  by either party.  We have no direct
control  over  the cancellation of these contracts, and if they are canceled, it
may  hinder  our  ability  to  be  profitable  or  to  continue  operations.

Item  2.  Properties

     Vector  Holdings  Corporation maintains offices at 19495 Biscayne Blvd, Ste
807, Aventura, Florida. We occupy 900 square feet of administrative office space
and  1,200 square feet of warehouse space for which we pay a total of $3,025 per
month.  We  lease  on  a  month  to month basis. The rent terms approximate fair
market value within the local area. We believe that we currently have sufficient
space  and  computer  systems  to  carry  on  our operations for the foreseeable
future.

Item  3.  Legal  Proceedings

     As  of  December  31,  2001,  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.

     We  may  in  the future become party to other legal actions in the ordinary
course  of  our  specialty  food  distribution  business.  We cannot predict the
outcome  of  any  legal  actions  that  may  be commenced in the future, if any.
However,  we  believe  that  any  outcome  of  these proceedings, or all of them
combined,  will  not have a material adverse effect on our financial position or
our  existing  specialty  food  distribution  business.

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

No  matter  was  submitted  to  a  vote  during  the  fourth  quarter.



                                     PART II
                                     -------

Item  5.  Market  for  the Registrant's Common Stock and Related Security Holder
Matters

(a)     The  principal  market  in which the Company's common stock is traded is
the  Over-the-Counter  Bulletin Board. The table below presents the high and low
bid  price for the Company's common stock each quarter during the past two years
and  reflects  inter-dealer  prices,  without  retail  markup,  markdown,  or
commission,  and may not represent actual transactions. The Company obtained the
following  information  from  brokers  who  make  a  market  in  the  Company's
securities.



                      Bid
                      ---
Quarter Ended     Low     High
-------------     ---     ----

03/31/00      $   .50     $.04
06/30/00          .15      .01
09/30/00         1.00      .01
12/31/00         1.00     1.00
03/31/01         1.00    14.00
06/30/01         3.50    14.00
09/30/01          .80     3.50
12/31/01          .20      .80

(b)  Holders.

     The  number of record holders of the Company's securities as of the date of
this  report  is  approximately  2071.

(c)  Dividends.

     We  have  not declared any cash dividends with respect to our common stock,
and  do  not  intend to declare dividends in the foreseeable future.  The future
dividend  policy  of  Vector Holdings Corporation cannot be ascertained with any
certainty.  There  are  no material restrictions limiting, or that are likely to
limit,  our  ability  to  pay  dividends  on  our  securities.

Item  6.  Management's  Discussion  and  Analysis

General
-------

     Our  financial  information  contained under this Item is post-discontinued
automotive  operations  and  Pre-Merger  with Bestfood. As a result, the summary
information contained herein should not be used in evaluating the Company or its
future  prospects.

     We  are filing this Annual Report for the year ended December 31, 2001 that
contains  our  audited  financial statements for 2001 and 2000. It also contains
complete  updated  disclosure  for the periods after the year ended December 31,
2001  under  all  items  other  than  the  financial  statements.

Selected Financial Data
-----------------------

For  the  years  ended  December  31,  2001  and  2000.

                                         2001          2000
                                         ----          ----

     Revenues                         $533,269      $689,537

     Net  Loss                        (471,898)      (20,688)
     Net  Loss  per  Common  Share        (.06)         (.02)
     Weighted  Average  Common
      Shares  Outstanding            8,156,833     2,602,771








At  December  31,  2001  and  2000

                                         2001          2000
                                         ----          ----

     Total  Assets                    $68,041       $86,008
     Working  Capital  Deficit       (157,922)      (94,754)
     Shareholders'  Deficit          (156,266)     (189,716)

No  dividends  have  been  declared  or  paid  during  the  period  presented.

Results of Operations
---------------------

For  the  Years  Ended  December  31,  2001  and  2000.

Sales

          Revenues  for  the  year  ended December 31, 2001 were $533,269 versus
$689,537  in  net  revenues  for the year ended December 31, 2000, a decrease of
$156,268  or  22%.  Sales  consisted  of  food  products from our Bestfoodonline
subsidiary.  The  primary  decrease in sales was due to the last quarter of 2001
where  we  realized  a  sharp  decline  in sales due to the terrorist attacks of
September  11,  2001. Subsequent to year end, operations have steadily increased
and  we  expect  to  continue  in  revenue  growth  during  2002.

          We  plan  to  accelerate  growth of sales in fiscal 2002 by increasing
expenditures  on  marketing,  establishing  more  sub  websites  and  strategic
relationships  and  growing  public  awareness  of  our  products.

Income  /  Loss

          Net loss for the year ended December 31, 2001 was $471,898 as compared
to  a  net  loss  of $20,688 in the comparable period in 2000. The change in net
income  was  primarily attributable to an increase of general and administrative
expenses  in  accounting and legal expenses, consulting fees, contract labor and
payroll  expenses  which  were  $74,437,  $255,000,  $81,155  and  $108,847,
respectively.

          The  Company  expects  to  continue  to  incur losses at least through
fiscal  2002  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,  2001  were  $742,055  versus $348,900 in the comparable period in
2000.  The  following  increases  in  expenses  were noted during the year ended
December  31,  2001:
     Accounting  and  legal  expenses  were  $74,437 during the year to maintain
active  trading  status  of  the  Over  the  Counter  Bulletin  Board  (OTC BB).
     Consulting fees were $255,000 primarily due to common stock issued to
professional to assist the company in its development strategy.
     Contract labor and salaries were $81,155 and $108,847, respectively due to
additional staff hired to administer our operations and market our products and
services.

          We  anticipate  incurring  approximately  the  same  amount  of  these
expenses during fiscal 2002, except for approximately $50,000 in consulting fees
related  to  trading on the Over the Counter Bulletin Board, which were one time
charges  for  2001.

          We  expect  increases  in certain expenses such as advertising through
fiscal  2002 as the Company moves toward increasing development and marketing of
our  products  and  services.

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, 2001 was $283,212
versus  $348,940  in  the  comparable period in 2000. 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.



Liquidity  and  Capital  Resources
----------------------------------

For  the  Years  Ended  December  31,  2001  and  2000.

          Cash  flows  used in operations were a negative $84 for the year ended
December  31,  2001  versus $347 in the comparable period in 2000. 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  due  from  related  parties.

          Cash  flows  from investing activities were $-0- during the year ended
December 31, 2001 versus cash used of $718 during 2000. The Company did not make
any  acquisitions  of  property,  plant  and  equipment  during  the  year.

          Cash  flows generated from financing activities were $-0- for the year
ended  December  31,  2001  versus  $400  in  the comparable period in 2000. The
Company  sold  $400  of  common  stock  during  2000.

          We have funded our cash needs from inception through December 31, 2001
with  a  series  of  related  party,  debt  and  equity  transactions.

          We  will  substantially  rely  on  the  existence  of revenue from the
product  sales  and  from  the  projected revenues of www.bestfoodonline.com. We
project that we will need additional capital to fund operations over the next 12
months.  If  the  projected  revenues  of  www.bestfoodonline.com  fall short of
needed  capital,  the  Company will not be able to sustain its capital needs for
more  than  six  months.  We will then need to obtain additional capital through
equity  or  debt financing to sustain operations for an additional year.  A lack
of  significant  revenues  beginning  in  the  second  half  of fiscal 2002 will
significantly  affect  the  cash  position  of  the Company and move us toward a
position  where the raising of additional funds through equity or debt financing
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

                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------

To the Board of Directors and Stockholders:
VECTOR HOLDINGS CORPORATION and Subsidiary

We  have  audited the accompanying consolidated balance sheet of Vector Holdings
Corporation  (a  Nevada  corporation)  and  its  wholly  owned  subsidiary as of
December  31,  2001  and  the  related  consolidated  statements  of operations,
stockholders'  deficit, and cash flows for the years ended December 31, 2001 and
2000.  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  audits.

We conducted our audits 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 consolidated
financial  statements  are  free  from  material misstatement. An audit includes
examining,  on  a test basis, evidence supporting the amounts and disclosures in
the  consolidated  financial  statements.  An  audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as  evaluating  the  overall  consolidated  financial statement presentation. We
believe  that  our  audits  provide  a  reasonable  basis  for  our  opinion.

In  our opinion, the consolidated financial statements referred to above present
fairly,  in all material respects, the consolidated financial position of Vector
Holdings  Corporation  (a Nevada corporation) and its wholly-owned subsidiary as
of  December  31,  2001,  and the consolidated results of its operations and its
cash  flows  for  the  years ended December 31, 2001 and 2000 in conformity with
accounting  principles  generally  accepted  in  the  United  States of America.

The  accompanying  consolidated financial statements have been prepared assuming
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.



Bongiovanni & Associates
Pompano Beach, Florida
March 22, 2002





<TABLE>
<CAPTION>


                    VECTOR HOLDINGS CORPORATION & SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                                December 31, 2001
                                =================




<S>                                                   <C>
                                                      ASSETS
                                                      --------

CURRENT ASSETS
----------------------------------------------------
  Cash . . . . . . . . . . . . . . . . . . . . . . .  $   -0-
  Accounts receivable. . . . . . . . . . . . . . . .    4,258
Inventory. . . . . . . . . . . . . . . . . . . . . .   59,627
  Due from related party . . . . . . . . . . . . . .    2,500
                                                      --------
  TOTAL CURRENT ASSETS . . . . . . . . . . . . . . .   66,385
                                                      --------

PROPERTY, PLANT & EQUIPMENT
  Office equipment . . . . . . . . . . . . . . . . .    1,825
  Accumulated depreciation . . . . . . . . . . . . .   (1,169)
                                                      --------
      NET PROPERTY, PLANT & EQUIPMENT                     656
                                                      --------

OTHER ASSETS
----------------------------------------------------
  Deposit. . . . . . . . . . . . . . . . . . . . . .    1,000
                                                      --------
    TOTAL OTHER ASSETS . . . . . . . . . . . . . . .    1,000
                                                      --------

      TOTAL ASSETS . . . . . . . . . . . . . . . . .  $68,041
                                                    ==========
</TABLE>
















    The accompanying notes are an integral part of these consolidated financial
                                   statements.
<TABLE>
<CAPTION>


                    VECTOR HOLDINGS CORPORATION & SUBSIDIARY
                     CONSOLIDATED BALANCE SHEET (CONTINUED)
                                December 31, 2001
                                =================



<S>                                               <C>

LIABILITIES AND STOCKHOLDERS' DEFICIT
------------------------------------------------


CURRENT LIABILITIES
------------------------------------------------
  Accounts payable and accrued expenses. . . . .  $ 148,276
  Overdrawn bank balances. . . . . . . . . . . .        420
  Due to related party . . . . . . . . . . . . .     75,611
                                                  ----------
    TOTAL CURRENT LIABILITIES. . . . . . . . . .    224,307
                                                  ----------

COMMITMENTS
------------------------------------------------

STOCKHOLDERS' DEFICIT
------------------------------------------------
  Preferred stock ($.10 par value, non-voting,
   5,000,000 shares authorized, no shares
   issued and outstanding) . . . . . . . . . . .        -0-
Common stock ($.001 par value; 600,000,000
   shares authorized, 9,477,664 shares issued
   and outstanding). . . . . . . . . . . . . .        9,478

Additional paid-in-capital . . . . . . . . . . .    326,842
  Retained deficit . . . . . . . . . . . . . . .   (492,586)
                                                  ----------

TOTAL STOCKHOLDERS' DEFICIT. . . . . . . . . . .   (156,266)
                                                  ----------
                                                    $68,041
                                                   ==========

</TABLE>












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

<TABLE>
<CAPTION>


                    VECTOR HOLDINGS CORPORATION & SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 For the Years Ended December 31, 2001 and 2000
                 ==============================================





<S>                                                  <C>          <C>
                                                          2001        2000
                                                     ---------    ---------
 REVENUE

  Sales . . . . . . . . . . . . . . . . . . . . . .  $  533,269   $  689,537
  Cost of Sales . . . . . . . . . . . . . . . . . .    (283,212)    (348,940)
                                                     -----------  -----------
  GROSS PROFIT. . . . . . . . . . . . . . . . . . .     250,057      340,597
                                                     -----------  -----------

SELLING, GENERAL & ADMINISTRATIVE  EXPENSES
---------------------------------------------------

  Selling, General and Administrative . . . . . . .     742,055      348,900
                                                     -----------  -----------
  TOTAL EXPENSES. . . . . . . . . . . . . . . . . .     742,055      348,900
                                                     -----------  -----------

  OPERATING LOSS. . . . . . . . . . . . . . . . . .  $ (491,998)  $   (8,303)

OTHER INCOME AND EXPENSE
---------------------------------------------------

    Interest Expense. . . . . . . . . . . . . . . .         -0-      (12,385)
  Rental Income . . . . . . . . . . . . . . . . . .      20,100          -0-
                                                     -----------  -----------
Total Other Income (Expense). . . . . . . . . . . .      20,100      (12,385)
                                                     -----------  -----------


  NET (LOSS). . . . . . . . . . . . . . . . . . . .  $ (471,898)  $  (20,688)
                                                     ===========  ===========

Basic and diluted net (loss) per common share . . .  $     (.06)  $     (.02)
                                                     ===========  ===========

Weighted average common shares - basic and diluted.   8,156,833    1,342,028
                                                     ===========  ===========

</TABLE>






    The accompanying notes are an integral part of these consolidated financial
    ---------------------------------------------------------------------------
                                   statements.
                                   -----------
<TABLE>
<CAPTION>


                    VECTOR HOLDINGS CORPORATION & SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 For the Years Ended December 31, 2001 and 2000

<S>                                                 <C>         <C>

                                                        2001       2000

CASH FLOWS FROM OPERATING ACTIVITIES:
--------------------------------------------------
  Net (loss) . . . . . . . . . . . . . . . . . . .  $(471,898)  $(20,688)
  Adjustments to reconcile net (loss) to net cash
  provided by  (used in) operating activities:
  Depreciation . . . . . . . . . . . . . . . . . .        178        209
  Common stock issued in exchange for services . .    268,600        -0-
  (Increase) decrease in operating assets:
   Receivables . . . . . . . . . . . . . . . . . .     70,436    (33,977)
   Inventory . . . . . . . . . . . . . . . . . . .     66,185    (57,351)
   Due from related parties, net . . . . . . . . .     24,053     38,496
   Deposit . . . . . . . . . . . . . . . . . . . .     (1,000)       -0-
  Increase in operating liabilities:
   Overdrawn bank balances . . . . . . . . . . . .        420        -0-
   Accounts payable & accrued expenses . . . . . .      7,786     73,658
                                                    ----------  ---------

    NET CASH PROVIDED BY
    (USED IN) OPERATING ACTIVITIES . . . . . . . .        (84)       347
                                                    ----------  ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
--------------------------------------------------
Purchases of property, plant and equipment . . . .        -0-       (718)

    NET CASH USED IN
    INVESTING ACTIVITIES . . . . . . . . . . . . .        -0-       (718)
                                                    ----------  ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
--------------------------------------------------
Proceeds from sales of common stock. . . . . . . .        -0-        400
                                                    ----------  ---------

</TABLE>








    The accompanying notes are an integral part of these consolidated financial
                                   statements.
<TABLE>
<CAPTION>


                            VECTOR HOLDINGS CORPORATION & SUBSIDIARY
                          CONSOLIDATED STATEMENTS OF CASH FLOWS (CONT.)
                         For the Years Ended December 31, 2001 and 2000
                         ==============================================



<S>                                                                  <C>            <C>
    NET CASH PROVIDED BY
    FINANCING ACTIVITIES. . . . . . . . . . . . . . . . . . . . . .  $         -0-  $400
                                                                     ------------   ----

    NET INCREASE (DECREASE) IN CASH
    AND CASH EQUIVALENTS                                                      (84)    29

Cash and cash equivalents, beginning of year. . . . . . . . . . . .            84     55
                                                                     -------------  ----

  CASH AND CASH EQUIVALENTS,
  END OF YEAR . . . . . . . . . . . . . . . . . . . . . . . . . . .  $         -0-  $ 84
                                                                     =============  =====
</TABLE>



<TABLE>
<CAPTION>


SUPPLEMENTAL CASH FLOW INFORMATION:
-----------------------------------

Supplemental disclosures of cash flow information for the years ended December
31, 2001 and 2000 is summarized as follows:


<S>                               <C>       <C>
Cash paid during the years for:
                                      2001   2000

  Income Taxes . . . . . . . . .  $   -0 -  $ -0-
                                  ========  =====

  Interest . . . . . . . . . . .  $    -0-  $ -0-
                                  ========  =====

NON-CASH FINANCING ACTIVITES:
--------------------------------

Common stock issued for services  $268,600  $ -0-
                                  ========  =====

</TABLE>








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

<PAGE>
                                     ------
<TABLE>
<CAPTION>


                                    VECTOR HOLDINGS CORPORATION & SUBSIDIARY
                                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
                                 For the Years Ended December 31, 2001 and 2000
                                 ==============================================




<S>                                   <C>              <C>            <C>        <C>        <C>       <C>

                                                                                           Additional
                                              Preferred Stock            Common Stock      Paid-in   Retained
                                      Shares           Amount         Shares     Amount    Capital   Deficit
                                      ---------------  -------------  ---------  --------- --------- ----------

Balances, January 1, 2000
                                                  -0-            -0-    107,279        108      -0-        -0-
                                      ---------------  -------------  ---------  ---------  -------  ----------
Common stock issuances . . . . . . .              -0-            -0-  3,145,345      3,145   59,842        -0-

Net loss for the year. . . . . . . .              -0-            -0-        -0-        -0-      -0-    (20,688)

Balances, January 1, 2001. . . . . .              -0-  $         -0-  3,252,664  $   3,253 $ 59,842  $ (20,688)

Common stock issued for merger . . .              -0-            -0-  4,000,000      4,000      -0-        -0-

Common stock issued in settlement of
 debt. . . . . . . . . . . . . . . .              -0-            -0-    625,000        625      -0-        -0-

Common stock issued for services . .              -0-            -0-  1,600,000      1,600  267,000        -0-

Net loss for the year. . . . . . . .              -0-            -0-        -0-        -0-      -0-   (471,898)
                                    ----------------------------------------------------------------------------
Balances, December 31, 2001. . . . .              -0-  $         -0-  9,477,664  $   9,478 $326,842  $(492,586)
                                      ---------------  -------------  ---------  --------- --------  ----------
</TABLE>

















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


<PAGE>
                    VECTOR HOLDINGS CORPORATION & SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2001 and 2000
                 ==============================================

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.

Effective  on  January  3,  2001,  the Company essentially began operations as a
gourmet food company and wholesale distributor of specialty foods throughout the
United  States  of  America  and  the  Caribbean.  On  January  19,  2000,
Bestfoodonline.com,  Inc.  was  incorporated  under  the  laws  of  the State of
Florida.

Accounts  Receivable  -  Accounts  receivable are charged to bad debt expense as
--------------------
they  are  deemed  uncollectible  based  upon a periodic review of the accounts.

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  is  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.




                    VECTOR HOLDINGS CORPORATION & SUBSIDIARY
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT.)
                 For the Years Ended December 31, 2001 and 2000
                 ==============================================

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

Inventory  - Inventory is stated at the lower of cost or market value, using the
---------
first-in,  first-out  (FIFO)  method  and  consists  of  food  items.

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.

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








                    VECTOR HOLDINGS CORPORATION & SUBSIDIARY
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT.)
                 For the Years Ended December 31, 2001 and 2000
                 ==============================================

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  2001  and  2000.

Long-Lived  Assets  -  The  Company  periodically reviews the values assigned to
------------------
long-lived  assets, such as property, plant, and equipment, to determine whether
any  impairment  are  other  than  temporary.

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







                    VECTOR HOLDINGS CORPORATION & SUBSIDIARY
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT.)
                 For the Years Ended December 31, 2001 and 2000
                 ==============================================

NOTE B - COMMITMENTS
--------------------

The  Company  leases  its warehouse in South Florida under a month-to-month oral
operating  agreement.  The Company sub-leases a portion of the warehouse to an
unrelated  party.  The Company leases its executive offices in Aventura, Florida
under a non-cancelable operating lease that expires on November 30, 2002. Future
minimum  rental  payments  as  of  December  31,  2001  is  as  follows:

Year                                 Amount
----                                 ------

2002                              $  17,259
                                  ---------
                                  $  17,259
                                  =========

Rent expense for 2001 and 2000 was $42,009 and $18,000, respectively.

NOTE  C - INCOME TAXES
----------------------

The Company has approximately $493,000 of federal and state net operating losses
available  that  expire  in  various  years  through  the  year  2016.

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, 2001 consists of net operating
loss  carryforward  calculated  using  federal  and  state  effective  tax rates
equating  to  approximately  $99,000 less a valuation allowance in the amount of
approximately  $99,000, 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 by approximately $95,000 for the year ended
December  31,  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.








                    VECTOR HOLDINGS CORPORATION & SUBSIDIARY
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT.)
                 For the Years Ended December 31, 2001 and 2000
                 ==============================================


NOTE  C - INCOME TAXES (CONT')
------------------------------

The Company's total deferred tax asset as of December 31, 2001 is as follows:

     Net operating loss carryforwards          $    99,000
     Valuation allowance                           (99,000)
                                               ------------

     Net deferred tax asset                    $         --
                                               ============

NOTE D - 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.

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.









                    VECTOR HOLDINGS CORPORATION & SUBSIDIARY
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT.)
                 For the Years Ended December 31, 2001 and 2000
                 ==============================================

NOTE E - STOCKHOLDERS' DEFICIT
------------------------------

During  the  year  ended  December  31,  2001,  the  Company  issued  1,600,000
free-trading  shares  of its common stock for services to 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.

NOTE F - RELATED PARTY TRANSACTIONS
-----------------------------------

Included  in the accompanying balance sheet at December 31, 2001 is a receivable
from  a  party  related  through the Company's officer and majority stockholder.

Included  in the accompanying balance sheet at December 31, 2001 is a payable to
a  separate  related  entity that is owned by the Company's officer and majority
stockholder.

On  September  15,  2000,  the  related  party  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.

NOTE G - CONCENTRATIONS
-----------------------

The Company has a major customer that accounted for $109,354 and $296,500 or 21%
and  43%  of  the Company's total revenue for 2001 and 2000, respectively. These
represents  a  concentration of a credit risk that existed during 2001 and could
make  the  Company  vulnerable  to  the risk of a near-term severe impact in the
event it loses this customer. At December 31, 2001, there was no amount due from
this  customer.



                    VECTOR HOLDINGS CORPORATION & SUBSIDIARY
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT.)
                 For the Years Ended December 31, 2001 and 2000
                 ==============================================

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
overdrawn bank accounts, 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
2001  is  an  estimate of unpaid penalties and interest computed on these unpaid
payroll  taxes.

NOTE J - LITIGATION
-------------------
As  of  December  31,  2001, 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.

NOTE K - SUBSEQUENT EVENTS
--------------------------

Subsequent to December 31, 2001, the Company reverse split its common stock on a
1 for 25 basis based on the approval of its Board of Directors and a majority
vote of the Company's shareholders. The financial statements have been
retroactively restated for the stock split. Due to the reverse split, the
Company issued additional 1,248 common shares to unrelated entities to round
fractional common shares.

In addition, subsequent to year-end, the Company issued 225,000 and 175,000
restricted common shares to two its officers for services to be rendered in
2002. The officer who received 175,000 common shares resigned from the Company
after year-end.




                    VECTOR HOLDINGS CORPORATION & SUBSIDIARY
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT.)
                 For the Years Ended December 31, 2001 and 2000
                 ==============================================

NOTE K - SUBSEQUENT EVENTS (CONT.)
----------------------------------

After  year-end,  the  Company  entered  a  mutually  signed letter of intent to
purchase a fast food concession in the South Florida area. The proposed purchase
price  would  be  $85,000,  payable  in cash, in exchange for the acquisition of
store  equipment,  leasehold  improvements,  food, paper, and beverage products.

After  year-end,  the Company also entered a mutually signed letter of intent to
purchase  certain  intangibles and equipment from a related company in the South
Florida  area.  The proposed purchase price will be 500,000 restricted shares of
the Company's common stock. These shares were placed on deposit with the company
subsequent  to  year-end.

During  August  of  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.

After year-end, the Company issued 600,000 shares of its common stock to an
unrelated entity in exchange for development of the Company's corporate web
site.

After year-end, the Company issued 2,500,000 shares of its preferred stock to an
officer  in  exchange  for  services  to  be  rendered.


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

     During the year ended December 31, 2001 the Company's independent auditors,
Grassano  Accounting,  P.A.  resigned.  Grassano & Accounting, P.A. had issued a
report dated for the December 31, 2000 financial statements that was modified as
to  the  uncertainty  of  the  Company's ability to continue as a going concern.

     There  were  never  any disagreements with Grassano Accounting, P.A. on any
matter  of accounting principle or practices, financial statement disclosure, or
auditing  scope  or  procedure,  which,  if  not resolved to satisfaction of the
auditor,  would  have caused them to make reference to the subject matter of the
disagreement  in  connection  with  the  audit  report.

     The  Company filed a Form 8-K on October 22, 2001 to disclose the change in
independent  auditors.

     The  decision  to  change  to Bongiovanni & Associates for the audit of the
December  31,  2001 financial statements was approved by the Board of Directors.

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.
                                                       Date Position
Name                  Age     Position                 Commenced*
----                  ---     -----------------------  -----------

Allen  Weintraub       36     President,  CEO,  Director     1/00

     None  of  our  directors  hold  directorships in other reporting companies.

     Mr. Weintraub has been elected as a director to serve for a term of one
year or until their successors shall be elected and shall qualify.

Business Experience and Personal Background.
-------------------------------------------

     Allen  Weintraub  has served as our President, CEO and a director effective
January  2000. During the past five years, Mr. Weintraub has been engaged in the
ownership  and  operation  of  a  private real estate business, including rental
properties  and  marinas in South Florida. From October 1998 to the present, Mr.
Weintraub  has  also  owned  and  operated  a  private gourmet-food distribution
business.

     Present responsibilities: For Vector Holdings Corporation, Mr. Weintraub is
responsible  for  new  product  development,  company  newsletters,  product
catalogues,  brochures,  company product announcements, customer specials, sales
force  training,  sales  presentations,  and  event coordinating.  Mr. Weintraub
trains  top  level  producers  on  sales  force  automation.  Mr. Weintraub also
developed  the  bestfoodonline  concept  and  business model over the past three
years.

Family  Relationships
---------------------

There are no family relationships among our directors and officers.

There  are  no arrangements or understandings pursuant to which any of them were
elected  as  officers.

     There have been no 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.

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.
<TABLE>
<CAPTION>


Summary Compensation Table
--------------------------


<S>          <C>      <C>        <C>          <C>         <C>       <C>      <C>
             Other                            Restricted  Restricted
Name and. .  Fiscal   Annual                  Compen-     Stock     LTIP     Stock
 Position .  Year     Salary     Bonuses      sation      Awards    Options  Bonuses
             =======  ============ =========  =======     ========  =======  -------
                 (1)           (2)   (3) (6)      (4)       (5)
             -------  ------------  --------  -------  --------
Allen
 Weintraub,    2001   $       -0-       -0-      -0-   225,000       -0-      -0-
 CEO and. .    2000   $       -0-       -0-      -0-       -0-       -0-      -0-
 President.    1999   $       -0-       -0-      -0-       -0-       -0-      -0-
-----------  -------  ------------  --------  -------  --------  -------  -------
</TABLE>



(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 perquisites 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.

(5)     The Company currently has no Restricted Stock Bonus Plans.

(6)     No other compensation

Compensation of Directors
-------------------------

     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.
Employment  Contracts  and  Termination  of  Employment  and  Change-In  Control
Arrangements

     The Company has an oral agreement with its President to compensate him with
$225,000 per year in cash or stock. The Company is currently negotiating to
define consummate a written employment agreement for this arrangement.
<TABLE>
<CAPTION>


Item 11. Security Ownership of Certain Beneficial Owners and Management

(a)          Security Ownership of Certain Beneficial Owners

     All persons known by the Registrant to own beneficially more than 5% of any
class of the Company's outstanding stock on April 1, 2002, are listed below:


<S>                  <C>                  <C>         <C>           <C>
                     Nature of            Current %
Title of Class. . .  Name and Address       # Shares  Ownership     Owned (w)
-------------------  -------------------  ----------  ------------  ---------
                     Allen Weintraub
Common Stock, . . .  19495 Biscayne Blvd
 $.001 Par Value. .  Aventura, FL 33180      225,000  Direct             5.1%
-------------------  -------------------  ----------  ------------  ---------
                     Allen Weintraub
Common Stock, . . .  19495 Biscayne Blvd
..001 Par Value . .   Aventura, FL 33180      500,000  Indirect (x)      11.3%
-------------------  -------------------  ----------  ------------  ---------
Preferred Stock,. .  Allen Weintraub
10 Par Value . . .   19495 Biscayne Blvd
(y) . . . . . . . .  Aventura, FL 33180    2,500,000  Direct             100%
-------------------  -------------------  ----------  ------------  ---------
</TABLE>



(w) On April 1, 2002, there were 4,407,702 shares of common stock issued and
outstanding.
(x) Includes interest held by spouse.
(y)  Each  share  of  preferred  stock  is convertible into ten shares of common
stock.















<TABLE>
<CAPTION>


(b)     Security Ownership of Management

     The following table sets forth the number of shares owned beneficially on April
1,  2002, by each Director and by all Officers and Directors as a group. Information
as  to the beneficial ownership is based upon statements furnished to the Company by
such  persons.


<S>                  <C>                         <C>         <C>           <C>
                     Nature of                     Current                   %
Title of Class. . .  Name and Address              # Shares  Ownership     Owned (w)
-------------------  --------------------------  ----------  ------------  ---------
                     Allen Weintraub
Common Stock, . . .  19495 Biscayne Blvd
 $.001 Par Value. .  Aventura, FL 33180             225,000  Direct             5.1%
-------------------  --------------------------  ----------  ------------  ---------
  Allen Weintraub
Common Stock, . . .  19495 Biscayne Blvd
..001 Par Value . .   Aventura, FL 33180             500,000  Indirect (x)      11.3
-------------------  --------------------------  ----------  ------------  ---------
Common Stock, . . .  All Officers and Directors
 $.001 Par Value. .  as a Group                     725,000                    16.4%
-------------------  --------------------------  ----------  ------------  ---------
Preferred Stock,. .  Allen Weintraub
 $.001 Par Value. .  19495 Biscayne Blvd
(y) . . . . . . . .  Aventura, FL 33180           2,500,000  Direct             100%
-------------------  --------------------------  ----------  ------------  ---------
</TABLE>




(w) On April 1, 2002, there were 4,407,702 shares of common stock issued and
outstanding.
(x) Includes interest held by spouse.
(y)  Each  share  of  preferred  stock  is convertible into ten shares of common
stock.


     (c)  Changes  in  Control

     We  know  of  no  contractual  arrangements  which may at a subsequent date
result  in  a  change  of  control  in  the  Company.

Item 12. Certain relationships and Related Transactions

     Concerning  and  following  his  acquisition  of  control of the Company on
December  27,  1999,  the  Company  in  July  2000 had a 1 for 100 reverse Share
recapitalization.  Mr.  Weintraub  was  issued  714,286  shares with restrictive
legend for consideration of the conversion by him of debt assigned to him in the
acquisition  of control and Mr. Weintraub's affiliates, Scott Curtis and Timothy
Owens  were  each  issued  100,000  Shares  in  such  acquisition.

     At  July  11,  2000  our debt payable under this acquisition of control was
$968,849  inclusive of accrued interest. The debt was convertible into the right
to  receive 4,096,576 Shares, which is equal to a conversion right of $.2365 per
share.  Messrs.  Weintraub,  Curtis  and Owens acquired the interest of American
Dream International Limited in the Company, including the note, and affected the
cancellation of the American Dream option on December 27, 1999. See Note 3, Note
Payable-Related  Party,  to  the  Notes  to  Financial  Statements  above.

     On  July  12,  2000 $752,620 of such debt under the American Dream note was
converted  into  a  total  of  914,286 Shares and an additional 3,182,290 Shares
remain to be issued to Messrs. Weintraub, Curtis and Owens or persons designated
by  them.  Reference  is also made to our Annual Report on Form 10-KSB/A for our
year ended December 31, 1999 that was filed on November 2, 2000. Mr. Schumer was
issued  175,000 shares on July 21, 2000 in consideration for his services as V-P
and  Secretary  of  the  Company,  which  shares  were valued at $.10 per Share.

     There  was  no  active  market,  if any, for our Shares at the date of this
transaction,  and our Shares were not quoted by the National Quotation Bureau or
the  electronic  pink  sheets  at  such  date.  As  a  result, the valuation was
arbitrarily  determined by management based upon what we reasonably believed was
the  fair  value  of  the  restricted  Shares  at  such  time.

Item  13.  Exhibits  and  Reports  on  Form  8-K

     (a)  Financial  Statements
1.  The  following  financial  statements  of  Vector  Holdings  Corporation are
included  in  Part  II,  Item  7:
Independent Auditors' Report                                  F-1
Balance Sheet - December 31, 2001                             F-2, 3
Statements of Operations - Years Ended
     December 31, 2001 and 2000                               F-4, 5
Statements of Cash Flows - Years Ended
     December 31, 2001 and 2000                               F-6, 7
Statements of Stockholders' Equity - Years Ended
     December 31, 2001 and 2000                               F-8
Notes to Financial Statements                                 F-9 through F-15

          2. Exhibits
3. Articles of Incorporation as amended and bylaws are incorporated by reference
to  Exhibit  No.  1  of Form 10-KSB as amended filed September 30, 1994 and Form
S-18  Registration  Statement.

23. Consent of Auditors



(b) Reports on Form 8-K
1. A Form 8-K was filed on October 22, 2001 to announce the cessation of
Grassano Accounting, P.A. as the Company's independent accountants and announce
the engagement of Bongiovanni and Associates, P.A. as the Company's new
independent accountants.






                                   SIGNATURES
                                   ----------

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

     VECTOR HOLDINGS CORPORATION

Date: April 11, 2002             By: /s/ Allen Weintraub
                                 --------------------------
                                 Allen Weintraub
                                 President, CEO, and Director