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

                                     FORM 10-KSB

(Mark One)
   [ X ] Annual report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the fiscal year ended December 31, 2003.

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

    Commission file number: 000-17303

                                 NCI HOLDINGS, INC.
                 (Name of Small Business Issuer in Its Charter)


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


            268 West 400 South,  Suite 300,  Salt Lake City,  Utah  84101
              (Address of Principal Executive Offices)         (Zip Code)

                                 (801) 575-8073
                 (Issuer's Telephone Number, Including Area Code)

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

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

Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
                          Yes    X             No
                              ------              ----

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

The Issuer's total revenues for the year ended December 31, 2003 were $ 0.

The aggregate market value of the registrant's common stock, $0.001 par value
(the only class of voting stock), held by non-affiliates was approximately $
179,226 based on the average closing bid and asked prices for the Common Stock
on March 4, 2004 of $0.05

On March 5, 2004, the number of shares outstanding of the registrant's
common stock: 2,899,775
On March 5, 2004, the number of shares outstanding of the registrant's
preferred stock: 1,254,857


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                                  TABLE OF CONTENTS

                                                                           PAGE
                                      PART I


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

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

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

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


                                     PART II

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

Item 6.    Management's Discussion and Analysis or Plan of Operation.........10

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

Item 8.    Changes in and Disagreements With Accountants on
           Accounting and Financial Disclosure...............................17

                                     PART III

Item 9.    Directors and Executive Officers..................................17

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

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

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

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

Item 14    Controls and Procedures...........................................23

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

                  Index to Exhibits..........................................26



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                                       PART I

ITEM 1.    DESCRIPTION OF BUSINESS

History

As used in this Annual Report, the terms "we", "us", "our," the "Registrant" and
the"Company" mean NCI Holdings, Inc., a Nevada corporation, formerly known as
Vector Holdings Corporation and prior to June 26, 2002 as Vector Aeromotive
Corporation. The Company was originally incorporated in September 1987.

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

On April 24, 2002, we acquired all of the assets of Universal Data Services of
Broward, Inc. ("UDS") a leads company located in Broward County, Florida. The
acquired assets consisted of computer equipment, printers, desks, chairs, and
office equipment collectively valued at approximately $10,000, additional
acquisitions included customer and leads lists of UDS. We issued 500,000
restricted common shares during the three months ended March 31, 2002 as a
deposit on the purchase. On October 7, 2002, the Company completed the reversal
of its previous acquisition of UDS assets. The Company has cancelled the shares
and returned the computer's, printers, desks, chairs, office equipment, leads,
client base and all obligations related to the office premises to UDS. As of
October 7, 2002, the Company no longer had any financial or ownership interest
in UDS.

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

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

The Registrant has operated without significant operations for the year ended
December 31, 2003 and continues to operate without significant operations.






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General

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

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

Selection of a Business

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

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


                                      2
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The analysis of new businesses will be undertaken by or under the supervision of
the Company's sole officer. In analyzing prospective businesses, the Company
will consider, to the extent applicable, the available technical, financial and
managerial resources of any given business venture. Management will also
consider the nature of present and expected competition; potential advances in
research and development or exploration; the potential for growth and expansion;
the likelihood of sustaining a profit within given time frames; the perceived
public recognition or acceptance of products, services, trade or service marks;
name identification; and other relevant factors. The Company anticipates that
the results of operations of a specific business venture may not necessarily be
indicative of the potential for future earnings, which may be impacted by a
change in marketing strategies, business expansion, modifying product emphasis,
changing or substantially augmenting management, and other factors.

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

Acquisition of a Business

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

In connection with the Company's merger or acquisition of a business venture,
the present shareholders of the Company, including Diversified Holdings X, Inc.
("DHX") and its President, Richard Surber, a controlling shareholder, may, as a
negotiated part of the transaction, sell a portion or all of the Company's
Common Stock held by them at a significant premium over their original
investment in the Company. If the Company's current shareholders sell their
stock as part of a merger/acquisition, they may decide to sell a controlling
interest (i.e., over 50%) of the Company to the other entity (including such
other entity's shareholders and affiliates) which participates in the
merger/acquisition. The other entity might only buy shares from DHX, and/or
another major shareholder, or it might only buy enough shares to obtain a
controlling interest in the Company. However, there is no degree of certainty
that the other entity will buy any of the Company's shares, whether from DHX or
any other shareholder. Conversely, it is possible the other entity may offer to
buy out all or most of the shareholders' stock at prices comparable to those
offered to DHX or another major shareholder. It is possible that the entity may
pay a higher price for shares belonging to insider shareholders than for shares
belonging to non-insider shareholders. Although the Company's insiders have no
present intentions to buy shares from other insiders, it is a possibility that
insiders could buy shares from other insiders. Management does not intend to
actively negotiate for or otherwise require the purchase of all or any portion
of its stock as a condition to or in connection with any

                                    3

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proposed merger or acquisition. Although the Company's present shareholders did
not acquire their shares of Common Stock with a view toward any subsequent sale
in connection with a business reorganization, it is not unusual for affiliates
of the entity participating in the reorganization to negotiate to purchase
shares held by the present shareholders. This is done in order to reduce the
amount of shares held by persons no longer affiliated with the Company and
thereby reduce the potential adverse impact on the public market in the
Company's common stock that could result from substantial sales of such shares
after the business reorganization. Public investors will not receive any portion
of the premium that may be paid in the foregoing circumstances. Furthermore, the
Company's shareholders may not be afforded an opportunity to approve or consent
to any particular stock buy-out transaction.

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

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

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

While the actual terms of a transaction to which the Company may be a party
cannot be determined at this time, it may be expected that the parties to any
business transaction will find it desirable to structure the merger or
acquisition as a so-called "tax-free" event under sections 351 or 368(a) of the
Internal Revenue Code of 1986 (the "Code"). In order to obtain tax-free
treatment under section 351 of the Code, it would be necessary for the owners of
the acquired business to own 80% or more of the voting stock of the surviving
entity. In such event, the shareholders of the Company would retain less than
20% of the issued and outstanding shares of the surviving entity. Section
368(a)(1) of the Code provides for tax-free treatment of certain business
reorganizations between corporate entities where one corporation is merged with
or acquires the securities or assets of another corporation. Generally, the
Company expects to be the acquiring corporation in such a business
reorganization, and the tax-free status of the transaction will not depend on
the issuance of any specific amount of the Company's voting securities under
Section 368. The acquiring corporation will issue securities in such an amount
that the shareholders of the acquired corporation will hold 50% or more of the
voting stock of the surviving entity. Consequently, there is a substantial
possibility that the shareholders of the Company immediately prior to the
transaction would retain less than 50% of the issued and outstanding shares of
the surviving entity. Therefore, regardless of the form of the business
acquisition, it may be anticipated that stockholders immediately prior to the
transaction will experience a significant reduction in their percentage of
ownership in the Company.

                                    4

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

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

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

During the fiscal year ended December 31, 2003 candidates for acquisition were
examined and discussions conducted regarding the terms and conditions for an
agreement. In at least one situation progress was made to the point that the
Company changed its name to NCI Holdings, Inc. in anticipation of closing on an
agreement. The search for potential merger/acquisition candidates will continue
during the current year.

Operation of Business After Acquisition

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

Government Regulation

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

Competition

The Company will be involved in intense competition with other business
entities, many of which will have a competitive edge over the Company by virtue
of their stronger financial resources and prior experience in

                                    5

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business. There is no assurance that the Company will be successful in obtaining
suitable business opportunities.

Employees

The Company is a development stage company and currently has no employees.
Executive officers will devote only such time to the affairs of the Company as
they deem appropriate, which is estimated to be approximately 2-8 hours per
week. Management of the Company expects to use consultants, attorneys, and
accountants as necessary, and does not anticipate a need to engage any full-time
employees so long as it is identifying and evaluating businesses. The need for
employees and their availability will be addressed in connection with a decision
whether or not to acquire or participate in a specific business venture.

Reports to Security Holders

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

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

ITEM 2.    DESCRIPTION OF PROPERTY

The Company currently maintains offices at 268 West 400 South, Suite 300, Salt
Lake City, Utah 84101. The above office space is being provided at no cost to
the Company by DHX, the Company's primary shareholder. The Company has no formal
lease agreement with DHX and expects to acquire a lease or other office space
only in the event that it acquires operations.

ITEM 3.    LEGAL PROCEEDINGS

On October 15, 2002, the Securities and Exchange Commission filed a civil action
in the United States District Court for the Southern District of Florida against
the Company, Allen E. Weintraub and Florida Stock Transfer, Inc.  The action is
styled "Securities and Exchange Commission v. Florida Stock Transfer, Inc.,
Vector Holdings Corporation, and Allen E. Weintraub," Case No. 02-023048-CIV-
Ungaro-Benages/Brown, and as to the Company and Mr. Weintraub, alleges, inter
alia, violations of the federal securities laws by, among other things, failing
to make adequate disclosure regarding Mr. Weintraub's background.
On November 1, 2002, each of the Company, Mr. Weintraub and Florida Stock
Transfer, Inc.entered into a Permanent Injunction without admitting or denying
any of the allegations, except to admitting to the jurisdiction of the Court
over them and the subject matter of the claims. By virtue of the Permanent
Injunction, Company and Mr. Weintraub were restrained and enjoined from
violation of Section 17(a)1) of

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the Securities Act of 1933, Section 17(a)(2) and (3) of the Securities Act of
1933, Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5,
Section 13a of the Securities Exchange Act of 1934 and Rules 13a-1, 13a-11,
13a-13 and 12b-20 thereunder, and Section 13(a) of the Securities Exchange Act
of 1934 and Rule 13b2-2. As of the date hereof, the Judgment of Permanent
Injunction is subject to entry by the Court. On October 30, 2002, Florida Stock
Transfer, Inc. resigned as the Company's transfer agent.

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

Securities and Exchange Commission v. David M. Wolfson, et al. On October 16,
2003 a civil complaint was filed by the Securities and Exchange Commission in
which NCI Holdings, Inc. was named as a respondent. The Company's former
president Gino Carlucci was also named as a respondent. The suit was filed in
the United States District Court for the District of Utah and bears the docket
number 2:03CV00914DAK and the style of the case is: "Securities and Exchange
Commission v. David M. Wolfson; NuWay Holdings, Inc., a Nevada corporation;
Momentous Group, LLC, a Utah limited liability company; Leeward Consulting
Group, LLC, a Utah limited liability company; Sukumo Limited, a company
incorporated in the British Virgin Islands (a.k.a. Sukumo Group, Ltd., Fujiwara
Group, First Chartered Capital Corporation, First Colonial Trust, First China
Capital and International Investment Holding); Michael Sydney Newman (A.K.A.
Marcus Wiseman); Stem Genetics, Inc., a Utah corporation; Howard H. Robertson;
Gino Carlucci; G & G Capital, LLC an Arizona and Utah limited liability company;
F10 Oil and Gas Properties, Inc.; Jon H. Marple; Mary E. Blake; Jon R. Marple;
Grateful Internent Associates, LLC, a Colorado limited liability company;
Diversified Financial Resources Corporation, a Delaware corporation; John
Chapman; Valesc Holdings, Inc., a New Jersey corporation; Jeremy D. Kraus;
Samuel Cohen; NCI Holdings, Inc., a Nevada corporation." The complaint alleges
that the Company failed to accurately and fully disclose the nature of the
Company's relationship to The Sukumo Group, Inc., including the failure of
Sukumo to complete the purchase of the shares and alleges that Sukumo acted as a
selling agent for the Company. The complaint also faults The Sukumo Group Inc.'s
actions with regard to the sale of common stock to off shore purchasers for
failing to disclose the interest that Sukumo had in each sale, reporting that it
was taking a 1-2% commission on the sale rather than keeping 70% or more of the
proceeds of each transaction. The Company filed a motion to dismiss the
complaint based upon a lack of jurisdiction and the failure of the complaint to
adequately set forth the actions of the Company which was denied by the trial
court. The Company has entered into discussions with the SEC in an attempt to
resolve and settle the matter without incurring additional litigations costs and
attorney fees.

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

None

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                                           PART II

ITEM 5.    MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
           MATTERS

The Company's common stock is quoted on the Electronic Bulletin Board under the
symbol, "NCIH.OB". Trading in the common stock in the over-the-counter market
has been limited and sporadic and the quotations set forth below are not
necessarily indicative of actual market conditions. Further, these prices
reflect inter-dealer prices without retail mark-up, mark-down, or commission,
and may not necessarily reflect actual transactions. The high and low bid prices
for the common stock for each quarter of the years ended December 31, 2002 and
2003 are as follows:


YEAR        QUARTER ENDING           LOW             HIGH
2002        March 31, 2002           $0.200          $0.240
            June 30, 2002            $0.100          $0.120
            September 30, 2002       $0.010          $0.020
            December 31, 2002        $0.020          $0.020
2003        March 31, 2003           $0.002          $0.020
            June 30, 2003            $0.006          $1.250
            September 30, 2003       $0.250          $0.560
            December 31, 2003        $0.250          $0.600

Record Holders

As of March 5, 2004, the number of issued and outstanding shares of the
Company's common stock was 2,899,775, and the approximate number of holders of
record of the Company's common stock was 1400. The holders of the Common Stock
are entitled to one vote for each share held of record on all matters submitted
to a vote of stockholders. Holders of the Common Stock have no preemptive rights
and no right to convert their Common Stock into any other securities. There are
no redemption or sinking fund provisions applicable to the Common Stock. The
Company is authorized to issue 600,000,000 shares of common stock and 5,000,000
shares of preferred stock.

Dividends

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



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Reverse Split

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

On May 7, 2003, the Company effected a 1 for 200 reverse-split of its common
stock, such that every shareholder of the Company's common stock on that date
will hold 1 share for every 200 shares they held prior to the reverse split. All
fractional shares were rounded up to the nearest whole share. The number of
authorized shares after the reverse split were temporarily reduced to three
million (3,000,000) with the par value remaining at $.001 per share, the number
was increased to six hundred million (600,000,000) through the consent of a
majority of the shareholders of the Company's common stock. The number of issued
and outstanding shares prior to the reverse split was Sixty Four Million Three
Hundred Sixty One Thousand Nine Hundred fifty five (64,361,955) the number of
shares outstanding on May 5, 2003 was Three Hundred Twenty One Thousand Nine
Hundred (321,900). The Board of Director effected the reverse split in
compliance with NRS 78.207 and did not require the approval of the Company's
stockholders.

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

Risks of "Penny Stock.

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

                                    9

<PAGE>



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.

Recent Sales of  Unregistered Securities

On February 14, 2003, the Company signed a Promissory Note in the sum of
$100,000 payable to Allen Weintraub, the former president of the Company,
payment is due on February 14, 2004 and the note bears interest at the rate of
7% per annum and includes a right of conversion into shares of the Company's
common stock at a value of 80% of the closing price for the shares on the day
prior to written notice of conversion by Mr. Weintruab. The note was given in
final satisfaction of all obligations of the Company to Mr. Weintraub and Miami
Venture Capital as of the date of the note. On December 30, 2003, the Company
issued to Allen Weintruab 535,000 shares of its restricted common stock as final
payment of a promissory note in the amount of $100,000 held by Mr. Weintraub.
The restricted shares were valued at 80% of the closing price for the shares on
that date or $0.20 per share. The Company issued the shares pursuant to section
4(2) of the Securities Act of 1933 in an isolated private transaction by the
Company which did not involve a public offering.

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

Plan of Operation

The Company's plan of operation for the coming year, as discussed above, is to
identify and acquire a favorable business opportunity. The Company does not plan
to limit its options to any particular industry, but will evaluate each
opportunity on its merits. The Company anticipates that its owners, affiliates,
and consultants will provide it with sufficient capital to continue operations
until the end of fiscal year 2004, but there can be no assurance that this
expectation will be fully realized.

Results of Operations

For the Years Ended December 31, 2002 and 2003.

Sales

Revenues for the year ended December 31, 2003 were $ 0 versus $347,240 in net
revenues for the year ended December 31, 2002, a decrease of 100%. Sales in 2002
consisted of food products from the Bestfoodonline subsidiary. For the year
ended December 31, 2003, all operations have been sold or

                                    10

<PAGE>



transferred and the Company did not expect any revenue during the past year
unless or until a merger or acquisition took place, which did not happen. The
Company does not expect to generate any revenue in the coming year unless or
until a merger or acquisition takes place.

Income / Loss

Net loss for the year ended December 31, 2003 was $ 526,494 as compared to a net
loss of $7,718,948 in the comparable period in 2002. The change in net loss was
primarily attributable to a decrease in the general and administrative expenses
incurred by the Company, which were $7,956,189 for the year ended December 31,
2002 as compared to $ 526,494 for the year ended December 31, 2003, a decrease
of $ 7,429,695.

As expected the Company incurred losses in fiscal 2003 and believes that it will
continue to incur losses until operations are acquired or a merger takes place
and there can be no assurance that the Company will achieve or maintain
profitability or that any revenue growth will take place in the future.

Expenses

Selling, general and administrative expenses for the year ended December 31,
2003 were $ 526,494 versus $7,956,189 in the comparable period in 2002. The
following increases in expenses were noted during the year ended December 31,
2002: Accounting and legal expenses were $69,167 during the year to maintain
active trading status of the Over the Counter Bulletin Board (OTC BB).
Consulting fees were $2,420,466 primarily due to common stock issued to
professional to assist the company in its development strategy. The Company
incurred a one time collateral fee valued at $5,040,000 to Miami Venture
Capital, Inc. which was paid with the issuance of 14 million (pre-reverse split)
restricted shares of common stock. (The valuation of stock issued for payment of
these items was determined in accordance with Financial Accounting Standards
Board and Securities and Exchange Commission authoritative guidance, based upon
the market value of the common stock at the time of issuance and is not
reflective of the value of the collateral. No allowance for illiquidity or the
fact the shares could not be sold except in compliance with Rule 144 was made at
the time.) Contract labor was $23,400, due to additional contracts entered into
to administer our operations and market our products and services. None of these
one time expenses were repeated during fiscal 2003.

Cost of Sales

One of the largest factors in the variations in the cost of sales as a
percentage of net sales is the cost of products. Cost of sales for the period
ended December 31, 2002 was $109,999 versus $283,212 in the comparable period in
2001. During the period ended December 31, 2003 there were no costs of sales due
to the lack of operations by the Company.

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.

                                    11

<PAGE>



Liquidity and Capital Resources

For the Years Ended December 31, 2002 and 2003.

Cash flows used in operations were $ 116,849 for the year ended December 31,
2003 versus $0 in the comparable period in 2002. Negative cash flows from
operating activities were primarily attributable to the net loss from operations
offset by common stock issued for services and decreases in receivables,
inventory and loans from related parties.

We have funded our cash needs from inception through December 31, 2003 with a
series of related party, debt and equity transactions.

We project that we will need additional capital to fund operations over the next
12 months. A lack of significant revenues throughout fiscal 2003 have
significantly affected the cash position of the Company and fiscal 2004 is
expected to continue with a lack of significant revenue and the Company will
remain in a position where the raising of additional funds through equity, debt
financing, merger or acquisition will be necessary.

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

ITEM 7.    FINANCIAL STATEMENTS

The Company's financial statements for the fiscal year ended December 31, 2003
are attached hereto as pages F-1 through F-13.


                      [THIS SPACE INTENTIONALLY LEFT BLANK]













                                    12

<PAGE>
















                                NCI HOLDINGS, INC.


                              FINANCIAL STATEMENTS

                           December 31, 2003 and 2002

                       [WITH INDEPENDENT AUDITORS' REPORT]






                                      13

<PAGE>



                                NCI HOLDINGS, INC

                                 Table of Contents


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

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

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

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

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

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




                                        F-1

<PAGE>



Bongiovanni & Associates, P.A.
                                                 17111 Kenton Drive, Suite 204-B
                                                 Cornelius, North Carolina 28031

Phone (704) 892-8733


                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Stockholders:
NCI HOLDINGS, INC. (FKA VECTOR HOLDINGS CORPORATION)

We have audited the accompanying balance sheet of NCI Holdings, Inc. (FKA Vector
Holdings Corporation), a Nevada corporation, as of December 31, 2003 and the
related statements of operations, stockholders' deficit, and cash flows for the
years ended December 31, 2003 and 2002. 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 financial
statements are free from material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of NCI Holdings, Inc. (FKA Vector
Holdings Corporation) as of December 31, 2003, and the results of its operations
and its cash flows for the years ended December 31, 2003 and 2002 in conformity
with accounting principles generally accepted in the United States of America.

The accompanying 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.

/s/ Mike Bongiovanni
Mike Bonviovanni
February 28, 2004


                                      F-2

<PAGE>



                               NCI HOLDINGS, INC.
                FKA VECTOR HOLDINGS CORPORATION AND SUBSIDIARIES
                                 BALANCE SHEET
                             AS OF DECEMBER 31, 2003

                                                                  December 31,
                                                                       2003
                                                                ----------------
                          ASSETS


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

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


           LIABILITIES AND STOCKHOLDERS' (DEFICIT)

CURRENT LIABILITIES
   Accounts payable and accrued expenses                       $         182,322
     TOTAL CURRENT LIABILITIES                                           182,322
                                                               -----------------

STOCKHOLDERS' (DEFICIT)
    Preferred stock - ($.10 par value, non-voting, 5,000,000 shares
authorized; 1,254,857 shares issued and outstanding at December 31,
31, 2003)                                                                125,486
    Common stock ($.001 par value, 600,000,000 shares authorized;          2,420
2,419,775 issued and outstanding at December 31, 2003)
   Additional Paid in capital                                          8,427,800
   Retained (deficit)                                                (8,738,028)
     TOTAL STOCKHOLDERS' (DEFICIT)                                     (182,322)
                                                               -----------------
              TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT      $               -
                                                               =================


     The accompanying notes are an integral part of these financial statements

                                       F-3

<PAGE>



                                 NCI HOLDINGS, INC.
                  FKA VECTOR HOLDINGS CORPORATION AND SUBSIDIARIES
                            STATEMENTS OF OPERATIONS
                  FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002


<TABLE>

                                                             Year ended         Year ended
                                                            December 31,       December 31,
                                                                2003               2002
                                                         ------------------  -----------------
<S>                                                      <C>                 <C>
REVENUES;
    Sales from discontinued operations                   $                -  $         347,240
    Cost of Sales from discontinued operations                            -          (109,999)
               GROSS PROFIT                                               -            237,241

EXPENSES;
    Selling, general and administrative
      from discontinued operations                                  526,494          7,956,189
                                                         ------------------  -----------------
      TOTAL EXPENSES                                                526,494              7,956
                                                         ------------------  -----------------

               OPERATING LOSS                            $        (526,494)  $     (7,718,948)

                    OTHER INCOME                                        -                    -
                                                         ------------------  -----------------

               NET LOSS                                  $        (526,494)  $     (7,718,948)
                                                         ==================  =================

Net loss per share-basic and fully
diluted from discontinued operations                     $           (0.94)  $         (41.42)
                                                         ==================  =================
Weighted average shares outstanding                                 559,474            186,378
                                                         ==================  =================
</TABLE>


   The accompanying notes are an integral part of these financial statements

                                      F-4

<PAGE>



                                      NCI HOLDINGS, INC.
                       FKA VECTOR HOLDINGS CORPORATION AND SUBSIDIARIES
                              STATEMENT OF STOCKHOLDERS' DEFICIT
                         FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

<TABLE>
                                                                                                 Additional
                                                  Common Stock           Preferred  Stock         paid in       Retained
                                          -------------- ----------- -------------  -----------
                                              Shares       Amount       Shares        Amount      Capital       Deficit

<S>                                           <C>        <C>            <C>         <C>         <C>          <C>
Balance, January 1, 2002                           1,896 $         2             -  $         - $    326,842 $    (492,586)
fractional shares due to split, other                 52           -             -            -        9,099              -
Common stock issued for services                  62,751          62             -            -    2,104,332              -
Common stock issued to officers for               29,000          29             -            -      333,400              -
services
Common stock issued to officer for
collateral fee                                    70,000          70             -            -    5,026,000              -
Preferred stock issued to officer for services         -           -     2,500,000      250,000            -              -
Preferred stock converted into common
stock by officer                                 155,643         156   (1,245,143)    (124,514)       93,385              -
Deposit on purchase of Universal Data              2,500           3             -            -            -              -
Reversal of Universal Data acquisition           (2,500)         (3)             -            -            -              -
Net loss for the year                                  -           -             -            -            -    (7,718,948)
                                          -------------- ----------- -------------  ----------- ------------ --------------
Balance, December 31, 2002                       319,342 $       319 $   1,254,857  $   125,486 $  7,893,058 $  (8,211,534)
fractional shares due to split, other                733           1             -            -       63,543              -
Common stock issued to officer for services      200,000         200             -            -       99,800              -
Common stock issued to prior officer for
services                                         600,000         600             -            -      149,400              -
Common stock sold to investors                   764,700         765             -            -      116,084              -
Common stock issued in settlement of debt
and interest                                     535,000         535             -            - $    105,915              -
Net loss for the year                                  -           -             -            -            -      (526,494)
                                          -------------- ----------- -------------  ----------- ------------ --------------
Balances, December 31, 2003                    2,419,775 $     2,420     1,254,857  $   125,486 $  8,427,800 $  (8,738,028)
</TABLE>

   The accompanying notes are an integral part of these financial statements


                                          F-5

<PAGE>



                                  NCI HOLDINGS, INC.
                     FKA VECTOR HOLDINGS CORPORATION AND SUBSIDIARIES
                             STATEMENTS OF CASH FLOWS
                    FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
<TABLE>
                                                                                        Year Ended       Year Ended
                                                                                       Dec. 31, 2003    Dec. 31, 2002
                                                                                     ----------------- ---------------
<S>                                                                                  <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                                                         $(526,494)        $(7,718,948)
    Adjustments to reconcile net loss to net cash (used in) operating activities:
      Depreciation                                                                                   -             135
      Loss on disposal of fixed assets                                                               -             521
      Bad debt write-offs                                                                            -           4,258
      Common stock issued for services to predecessor officer                                  250,000       7,496,086
      Preferred stock issued for services                                                            -         250,000
      (Increase) decrease in operating assets:
        Inventory                                                                                    -          59,627
        Deposit                                                                                      -           1,000
        Due from related parties                                                                     -           2,500
      Increase (decrease) in operating liabilities:
        Accounts payable and accrued expenses                                                  159,698         (19,201)
        Due to related parties                                                                       -         (75,611)
        Overdrawn bank balance                                                                     (53)           (367)
                                                                                     ----------------- ---------------
          NET CASH (USED IN) OPERATING ACTIVITIES                                             (116,849)              -
                                                                                     ----------------- ---------------

CASH FLOWS FROM FINANCING ACTIVITIES;
------------------------------------
       Cash proceeds from sale of common stock                                                 116,849               -
                                                                                     ----------------- ---------------
        NET CASH PROVIDED BY FINANCING ACTIVITIES                                              116,849               -
                                                                                     ----------------- ---------------

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

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

SUPPLEMENTARY CASH FLOW INFORMATION OF NON-CASH FINANCING:
       Common stock issued for services to predecessor officer                                 250,000       7,496,086
                                                                                     ================= ===============
      Preferred stock issued for services                                            $               - $       250,000
                                                                                     ================= ===============
      Common stock issued for acquisition, subsequently rescinded                    $               - $        10,000
                                                                                     ================= ===============
      Common stock issued for settlement of debt and interest during the year        $         106,450 $             -
                                                                                     ================= ===============

SUPPLEMENTAL OPERATING AND FINANCING CASH FLOWS
INFORMATION
      Cash paid for inventory bulk purchase from unrelated company                   $               - $        47,500
                                                                                     ================= ===============
</TABLE>
 The accompanying notes are an integral part of these financial statements.

                                F-6

<PAGE>



           NCI HOLDINGS, INC. (FKA VECTOR HOLDINGS CORPORATION)


                    NOTES TO FINANCIAL STATEMENTS
            For the Years Ended December 31, 2003 and 2002

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Business - NCI Holdings, Inc. (formerly Vector Holding Corporation)
(the "Company") was incorporated December 23, 1988 under the laws of the State
of Nevada. The Company was originally 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. NCI holdings, Inc. presently has no operations.

On January 3, 2001, the Company acquired 100% of the outstanding common stock of
Bestfoodonline.com, Inc. At that time, the Company operated as a gourmet food
company and wholesale distributor of specialty foods throughout the United
States of America and the Caribbean. The transaction was accounted for as a
reverse merger in accordance with Accounting Principles Board Opinion No.16
wherein the Bestfoodonline.com, Inc. stockholders retained the majority of the
outstanding common stock of the Company after the merger. The Company's officer
and majority stockholder was also an officer and sole stockholder of
Bestfoodonline.com, Inc. This division was discontinued in 2002. The Company no
longer has any financial or ownership interest in this operation.

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

Also effective as of October 7, 2002, the Company forfeited the assets of the
Potato Sack restaurant operation to a secured lender, the Company's officer and
majority shareholder. In return for the forgiveness of certain debt to such
secured lender, the Company turned over the assets of the Potato Sack, including
inventory, security deposits, a lease to a related entity and other corporate
owned assets of the Company, including furniture, office supplies and equipment,
to the secured lender.





                                 F-7

<PAGE>



          NCI HOLDINGS, INC. (FKA VECTOR HOLDINGS CORPORATION)


                   NOTES TO FINANCIAL STATEMENTS
           For the Years Ended December 31, 2003 and 2002

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

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

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

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

Use of Estimates - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect 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.








                                   F-8

<PAGE>



              NCI HOLDINGS, INC. (FKA VECTOR HOLDINGS CORPORATION)


                      NOTES TO FINANCIAL STATEMENTS
             For the Years Ended December 31, 2003 and 2002

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

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 2003 and 2002.

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

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

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

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








                                 F-9

<PAGE>



            NCI HOLDINGS, INC. (FKA VECTOR HOLDINGS CORPORATION)


                     NOTES TO FINANCIAL STATEMENTS
             For the Years Ended December 31, 2003 and 2002

Recent Accounting Pronouncements - In June 2001, the Financial 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 April of 2002, Statement of Financial Accounting Standards ("SFAS") No. 145
was issued which rescinded SFAS Statements No. 4, 44 and 64, amended No. 13 and
contained technical corrections. As a result of SFAS No. 145, gains and losses
from extinguishments of debt will be classified as extraordinary items only if
they meet the criteria in APB Opinion No. 30, that they are unusual and
infrequent and not part of an entity's recurring operations. The Company does
not expect SFAS No. 145 to have a material effect on its financial condition or
cash flows. The Company will adopt SFAS 145 on January 1, 2004.

In July 2002, the FASB issued SFAS 146, which addresses significant issues
regarding the recognition, measurement, and reporting of costs that are
associated with exit and disposal activities, including restructuring activities
that are currently accounted for pursuant to the guidance that the Emerging
Issues Task Force ("EITF") has set forth in EITF Issue No. 94-3, "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity (Including Certain Costs Incurred in a Restructuring)". SFAS 146
revises the accounting for certain lease termination costs and employee
termination benefits, which are generally recognized in connection with
restructuring charges. The provisions of SFAS 146 are effective for exit or
disposal activities that are initiated after December 31, 2002. The Company does
not expect SFAS 146 to have an impact its financial statements once adopted on
January 1, 2004.

In November 2002, the FASB issued Interpretation No. 45 ("FIN 45"), "Guarantor's
Accounting and Disclosure Requirements for Guarantee, Including Indirect
Guarantees or Indebtedness of Others", which addresses the disclosures to be
made by a guarantor in its interim and annual financial statements about its
obligations under guarantees. FIN 45 also requires the recognition of a
liability by a guarantor at the inception of certain guarantees that are entered
into or modified after December 31, 2002.



                                   F-10

<PAGE>



              NCI HOLDINGS, INC. (FKA VECTOR HOLDINGS CORPORATION)


                        NOTES TO FINANCIAL STATEMENTS
                For the Years Ended December 31, 2003 and 2002
Recent Accounting Pronouncements (Cont.) - In December 2002, the FASB issued
SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and
Disclosure - an amendment to SFAS No. 123" ("SFAS No. 148"), which provides
alternative methods of transition for companies voluntarily planning on
implementing the fair value recognition provisions of SFAS No. 123. SFAS
No. 148 also revises the disclosure provisions of SFAS No. 123 to require more
prominent disclosure of the method of accounting for stock-based compensation,
and requiring disclosure of pro forma net income and earnings per share as if
the fair value recognition provisions of SFAS No. 123 had been applied from the
original effective date of SFAS No. 123. The Company adopted the disclosure
provisions of SFAS No. 148 for the quarters ending after December 15, 2002.

In January 2003, the FASB issued FIN No. 46, "Consolidation of Variable Interest
Entities". FIN No. 46 requires the consolidation of entities that cannot finance
their activities without the support of other parties and that lack certain
characteristics of a controlling interest, such as the ability to make decisions
about the entity's activities via voting rights or similar rights. The entity
that consolidates the variable interest entity is the primary beneficiary of the
entity's activities. FIN No. 46 applies immediately to variable interest
entities created after January 31, 2003, and must be applied in the first period
beginning after June 15,2003 for entities in which an enterprise holds a
variable interest entity that it acquired before February 1, 2003. The Company
plans to adopt this Interpretation in the first quarter of fiscal 2004.

In January 2003, the EITF released Issue No. 00-21, ("EITF 00-21"), "Revenue
Arrangements with Multiple Deliveries", which addressed certain aspects of the
accounting by a vendor for arrangement under which it will perform multiple
revenue-generating activities. Specifically, EITF 00-21 addresses whether an
arrangement contains more than one unit of accounting and the measurement and
allocation to the separate units of accounting in the arrangement. EITF 00-21 is
effective for revenue arrangements entered into in fiscal periods beginning
after June 15, 2003. The adoption of this standard will not have an impact on
the Company's financial statements.

In May 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities." SFAS No. 149 amends and
clarifies accounting for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities under SFAS
No. 133. SFAS No. 149 is effective for contracts entered into or modified after
June 30, 2003 and for hedging relationships designated after June 30, 2003. The
Company does not believe that there will be any impact on its financial
statements.




                                     F-11

<PAGE>



               NCI HOLDINGS, INC. (FKA VECTOR HOLDINGS CORPORATION)


                       NOTES TO FINANCIAL STATEMENTS
                For the Years Ended December 31, 2003 and 2002
Recent Accounting Pronouncements (Cont.) - In May 2003, the FASB issued SFAS No.
150, "Accounting for Certain Financial Instruments with Characteristics of both
Liabilities and Equity." SFAS No. 150 establishes standards for how companies
classify and measure certain financial instruments with characteristics of both
liabilities and equity. It requires companies to classify a financial instrument
that is within its scope as a liability (or an asset in some circumstances).
SFAS No. 150 is effective for financial instruments entered into or modified
after May 31, 2003. The standard will not impact the Company's financial
statements.

NOTE B - COMMITMENTS

The Company formerly leased its warehouse in South Florida under a
month-to-month oral agreement. The Company formerly leased its executive offices
in Aventura, Florida under a non- cancelable operating lease that expired on
November 30, 2002. The leases were not renewed due to the Company discontinuing
all operations in 2002.

Rent expense for 2003 and 2002 was $ -0- and $25,089, respectively.

NOTE  C - INCOME TAXES

The Company has approximately $692,000 of federal and state net operating losses
available that expire in various years through the year 2018.

Due to operating losses, there is no provision for current federal or state
income taxes for the years ended December 31, 2003 and 2002.

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, 2003 consists of net operating
loss carryforward calculated using federal and state effective tax rates
equating to approximately $138,000 less a valuation allowance in the amount of
approximately $138,000, respectively. Because of the Company's lack of earnings
history, the deferred tax asset has been fully offset by a valuation allowance.
The valuation allowance increased (decreased) by approximately $30,000 and
($32,000), respectively, for the years ended December 31, 2003 and 2002.

                                     F-12

<PAGE>



               NCI HOLDINGS, INC. (FKA VECTOR HOLDINGS CORPORATION)


                       NOTES TO FINANCIAL STATEMENTS
              For the Years Ended December 31, 2003 and 2002

NOTE  C - INCOME TAXES (CONT.)

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

The Company's total deferred tax asset as of December 31, 2003 is as follows:
        Net operating loss carryforwards...........................$     138,000
        Valuation allowance........................................    (138,000)
                                                                   -------------

        Net deferred tax asset....................................$           -
                                                                        ========
NOTE D - STOCKHOLDERS' DEFICIT

During the years ended December 31, 2003 and 2002, the Company enacted 200 for 1
and 25 for 1 reverse stock splits on its common stock. All common stock amounts
in the accompanying financial statements have been retroactively restated to
reflect these capitalization changes.

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

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

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

                                     F-13

<PAGE>



                NCI HOLDINGS, INC. (FKA VECTOR HOLDINGS CORPORATION)


                        NOTES TO FINANCIAL STATEMENTS
                  For the Years Ended December 31, 2003 and 2002
NOTE D - STOCKHOLDERS' DEFICIT (CONT.)
During 2002, the Company issued 2,500,000 preferred shares to the Company's
officer and majority shareholder for compensation. The fair value of the 2002
services is included in the accompanying financial statements. During 2002, the
Company's officer and majority shareholder at a twenty-five to one conversion
ratio converted 1,245,143 of these preferred shares into 31,128,575 common
shares.

During the year ended December 31, 2003, the Company issued 200,000 shares of
its common stock for services performed in 2003 to its predecessor officer. The
stock issued was valued at the market price at the time of issuance, giving an
aggregate value of $100,000. This amount was expensed during 2003 and is
included in the accompanying financial statements.

During the year ended December 31, 2003, the Company issued 600,000 shares of
its common stock for services performed in 2003 to another one of its
predecessor officers. The stock issued was valued at the market price at the
time of issuance, giving an aggregate value of $150,000. This amount was
expensed during 2003 and is included in the accompanying financial statements.
See footnote "J" herein for further discussion.

During the year ended December 31, 2003, the Company issued 535,000 shares of
its common stock to its predecessor officer in settlement of debt and related
interest thereto. See footnote "I" herein for further discussion.

During the year ended December 31, 2003, 764,700 common shares were issued to
unrelated investors for $116,849 cash received. See footnote "F" herein for
litigation associated with this offering.

NOTE E - RELATED PARTY TRANSACTIONS
On September 15, 2000, a company related through common ownership, Miami Venture
Capital, filed a Uniform Commercial Code Financing Statement (Form UCC-1) with
the State of Florida against the Company as debtor. In addition, on May 23,
2003, this company also filed a Uniform Commercial Code Financing Statement
(Form UCC-1) with the State of Arizona against the Company as debtor. Lastly, on
May 23, 2003, this company also filed a Acknowledgment of Filing form with the
State of Utah against the Company as debtor. Accordingly, all assets and common
stock, whether issued or not, of the Company are security for this debt. As of
the date of this report, all of the liens still exist. In the opinion of
management and legal counsel, these claims have no validity to them for legal
reasons.
During 2003 the Company paid $38,269 to a related party through common ownership
as reimbursement for cash advances made to pay for certain expenses that had
been advance to the Company by the related party.

                                    F-14

<PAGE>



              NCI HOLDINGS, INC. (FKA VECTOR HOLDINGS CORPORATION)


                        NOTES TO FINANCIAL STATEMENTS
               For the Years Ended December 31, 2003 and 2002
NOTE F - LITIGATION
As of December 31, 2003, 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. On October 16, 2003 a civil complaint
was filed by the Securities and Exchange Commission in which the Company was
named as a defendant. The Company's former President was also named as a
respondent. This complaint was related to the 2003 offering of common stock as
mentioned in footnote "D" above. The Company has accrued $136,500 as this
amount, in the opinion of management, is probable of payment under Statement of
Financial Accounting Standards No. 5. This amount represents a repayment
relating to disgorgement of funds and includes interest and penalties thereto.

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 G - GOING CONCERN

As shown in the accompanying audited financial statements, the Company has
incurred losses from operations, has a deficit book value, has received numerous
liens from related parties, has all of its assets and common stock 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.

        NOTE H - SEGMENT REPORTING

Statement of Financial Accounting Standards No. 131, "Disclosures about Segments
of an Enterprise and Related Information" requires companies to report
information about operating segments in interim and annual financial statements.
It also requires segment disclosures about products and services, geographic
areas and major customers. The Company determined that it did not have any
separately reportable operating segments as of December 31, 2003 and 2002 as its
separate marketing division was immaterial during the short period it operated
prior to it being dissolved during 2002.


                                     F-15

<PAGE>



              NCI HOLDINGS, INC. (FKA VECTOR HOLDINGS CORPORATION)


                         NOTES TO FINANCIAL STATEMENTS
             For the Years Ended December 31, 2003 and 2002

NOTE I - DEBT

During the year ended December 31, 2002, the Company entered into a signed
promissory note with its former officer and former majority shareholder. Under
the terms of the note, the Company was obligated to pay $100,000 in one lump sum
on February 14, 2004 including interest of 7% per annum. The obligation
represented by the note was converted into shares of the Company's common stock
in accordance with the agreement during the year ended December 31, 2003. See
footnote "D" herein for details thereof.

NOTE J - EMPLOYMENT AGREEMENT

During the year ended December 31, 2002, the Company entered into a signed
employment agreement with its former officer and former majority shareholder.
Under the terms of the agreement, the Company was obligated to pay $150,000 in
cash or common stock or combination of both for services rendered by him for a
period of time of one year. The compensation was made with the Company's stock
during the year ended December 31, 2003 in accordance with the terms of the
agreement. See footnote "D" herein for details thereof.


                                       F-16

<PAGE>



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

The Company has had no disagreements with its independent accountants.

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Identification of Directors and Executive Officers and Significant Employees.

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


Name                     Age                  Position                Commenced
Hamlin.K. Elrod          59                   CEO, President, CFO     10/15/03*
                                              and Director

All executive officers are elected by the Board and hold office until the next
Annual Meeting of stockholders and until their successors are elected and
qualify. * Mr. Elrod were appointed to the board effective as of October 15,
2003, the day following the effective date of the resignation of Mr. Thompson
from his position as President and as a director of the company.

Business Experience and Personal Background.

Hamlin K. Elrod, Age 59. Since 1997 Mr. Elrod has been the owner and CEO of Lake
Powell Marine, an Arizona corporation that operates a travel agency and a marine
facility. The travel agency does its primary business in the "Grand Circle" and
"Four Corners Area' of the Southwestern United States. The marine facility
provides services to visitors to Northern Arizona (Lake Powell) and provides
services for privately owned vessels with absentee owners.

Family Relationships

None.

Involvement in Certain Legal Proceedings.

Mr. Allen Weintraub resigned from his position as an officer and director of the
Company and divested his controlling position as shareholder in the first
quarter of 2003. The following described legal action may further impair the
Company. The action taken against Mr. Weintraub is more fully described below.

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

                                  Page -17-

<PAGE>


Mr. Weintraub was restrained and enjoined from violating certain provisions
under the Securities Act of 1933 and the Securities Exchange Act of 1934.

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

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

There have been no other events under any bankruptcy act, no criminal
proceedings and no judgments or injunctions material to the evaluation of the
ability and integrity of any director or executive officer during the past 5
years, except as set forth above and in Item 3 Legal Proceedings.

Compliance with Section 16(a) of the Exchange Act

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


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.



                                     Page -18-

<PAGE>



Summary Compensation Table
<TABLE>
                                                 Other            Restricted               Restricted
Name and      Fiscal      Annual      Bonuses    Compensation     Stock        LTIP        Stock
Position      Year        Salary                                  Awards       Options     Bonuses
                          (1)         (2)        (3)              (4)          (6)         (5)
<S>           <C>         <C>         <C>        <C>               <C>         <C>         <C>
Dennis
Thompson,     2003        $ 5,000     $ 0        200,000           0            0           0
President
Hamlin K.
Elrod,        2003        $ 0         $ 0        $ 0               0            0           0
President
Allen         2002        $-0         0          0                5,800,000     0           0
Weintraub
CEO and
President(7)  2001        $-0         0          0                225,000       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 prerequisites and other personal benefits, securities or
property.
(4) During the periods covered by the Summary Compensation Table, the Company
made a restricted award of 225,000 shares of restricted stock to Allen Weintraub
for 2001 services in lieu of salary. During the year 2002 the Company issued
5,800,000 shares of restricted stock to Allen Weintraub for services valued at
$339,200, the valuation was determined by the Independent Accounts for the
Company based upon the market price for the shares at the time of issuance.
(5) The Company currently has no Restricted Stock Bonus Plans. (6) No other
compensation
(7) Allen Weintraub was president of Miami Venture Capital, Inc. ("MVC") the
majority shareholder of the Company which received the following stock during
the relevant periods: April 24, 2002 the Company issued 14,000,000 shares of
restricted stock to MVC to secure the loan for the purchase of The Potato Sack,
the shares were valued by the Company's independent accountants at market price
of $5,040,000. On January 3, 2001 the Company issued 4,000,000 restricted shares
of common stock to MVC for the purchase of Bestfoodonline.com, Inc. Compensation
of Directors The Company does not pay its non-employee directors any
compensation for Directors' Meetings attended. It is anticipated that no more
than twelve meetings will occur each year. There are currently no Employment
Contracts, Termination of Employment or Change-In Control Arrangements.

ITEM 11.        SECURITY OWNERSHIP OF CERTAIN BENEFICIAL AND MANAGEMENT AND
               RELATED STOCKHOLDER MATTERS
All persons known by the Registrant to own beneficially more than 5% of any
class of the Company's outstanding stock on March 5, 2004, are listed below:
outstanding.

                                 Page -19-

<PAGE>



<TABLE>
  Title of Class              Name & Address of                Amount and        Percent of
                               Beneficial Owner                Nature of            class
                                                               Beneficial
                                                               Ownership
-------------------  ------------------------------------ -------------------- ---------------
<S>                  <C>                                  <C>                  <C>
   Common Stock          Diversified Holdings X, Inc.      (1) 200,257 Direct       6.9%
($0.001 par value)      268 West 400 South, Suite 300
                          Salt Lake City, Utah 84101
-------------------  ------------------------------------ -------------------- ---------------
   Common Stock         Hudson Consulting Group, Inc.      (1) 250,000 Direct       8.6%
($0.001 par value)      268 West 400 South, Suite 300
                          Salt Lake City, Utah 84101
-------------------  ------------------------------------ -------------------- ---------------
   Common Stock      Hamlin K. Elrod, President, Director
($0.001 par value)      268 West 400 South, Suite 300              0                 0%
                          Salt Lake City, Utah 84101
-------------------  ------------------------------------ -------------------- ---------------
   Common Stock                 Richard Surber                (1) 450,257           15.5%
($0.001 par value)            268 West 400 South               Beneficial
                          Salt Lake City, Utah 84101
-------------------  ------------------------------------ -------------------- ---------------
   Common Stock                Allen Weintraub                  535,000             18.4%
($0.001 par value)
-------------------  ------------------------------------ -------------------- ---------------
  Preferred Stock        Diversified Holdings X, Inc.         (1)1,254,857          100%
 ($0.10 par value)      268 West 400 South, Suite 300
                          Salt Lake City, Utah 84101
-------------------  ------------------------------------ -------------------- ---------------
   Common Stock      Directors and Executive Officers as          0                 0%
($0.001) par value           a Group (1 individual)
-------------------  ------------------------------------ -------------------- ---------------
</TABLE>
(1) Mr. Surber is the President and sole shareholder of Diversified Holdings X,
Inc.. and has the sole power to vote and dispose of all NCI Holdings, Inc.
shares owned by Diversified Holdings X. Inc. and as the President of Hudson
Consulting Group, Inc. hold the beneficial rights to vote all shares owned by
Hudson Consulting Group, Inc.
(2) Preferred shares have conversion and voting rights on 1 to 25 basis as to
the common stock of the Company, the number of issued and outstanding preferred
shares hold voting rights equal to 31,371,425 shares of common stock., or 91.5%
of all potential votes in the event of a shareholders vote. No other
shareholder's holdings exceed 1.5% of the total voting rights represent by the
common shares.
On March 5, 2004, there were 2,899,775 shares of common stock issued and
outstanding.

ITEM 12.       CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

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

                                  Page -20-

<PAGE>



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

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

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

On February 14, 2003, the Company signed a Promissory Note in the sum of
$100,000 payable to Allen Weintraub, the former president of the Company,
payment is due on February 14, 2004 and the note bears interest at the rate of
7% per annum and includes a right of conversion into shares of the Company's
common stock at a value of 80% of the closing price for the shares on the day
prior to written notice of conversion by Mr. Weintruab. The note was given in
final satisfaction of all obligations of the Company to Mr. Weintraub and Miami
Venture Capital as of the date of the note. On December 30, 2003, the Company
issued to Allen Weintruab 535,000 shares of its restricted common stock as final
payment of a promissory note in the amount of $100,000 held by Mr. Weintraub.
The restricted shares were valued at 80% of the closing price for the shares on
that date or $0.20 per share.

In February of 2003, the Company signed an employment agreement with Allen
Weintraub, the former president of the Company. The agreement provides for
compensation in the amount of $150,000 worth of S-8 common stock of the Company
provided that Mr. Weintraub is eligible for compensation pursuant to an S-8
registration or in cash if such registration is not available, payments to be
made on a quarterly basis. Services are to be provided to the Company relating
to the preparation and filing of reports with the Securities and Exchange
Commission and other regulatory agencies for a period of 12 months. On December
30, 2003 the Company authorized the issuance of 600,000 shares of its common
stock registered under an S-8 Registration Statement in settlement of the
compensation due to Mr. Weintraub under the terms of the employment agreement.

On April 8, 2003, the Company under new management retroactively approved the
sale of its 100% interest in

                                 Page -21-

<PAGE>



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

On May 14, 2003, the Company entered into a Consulting Agreement with Hudson
Consulting Group, Inc. (Hudson) in which Hudson has provided services with
respect to finding and evaluating business opportunities, providing advise with
respect to mergers or acquisitions settling lawsuits, drafting agreements,
drafting board resolutions, and other general administrative duties. This
agreement was terminated by the parties with the terms set forth in a Settlement
Agreement and General Release. Hudson agreed to accept a cash payment of $55,000
and 250,000 shares of restricted Company common stock as full and final payment
for all sums due under the terms of the Consulting Agreement. These shares have
not yet been issued by the Company.

On September 8, 2003, the Company entered into an Indemnification Agreement and
General Release with Gino Carlucci, its former president, where the Company
agreed to pay to Mr. Carlucci the sum of $12,580.47 and issue to him 250,000
shares of the Company's restricted common stock, as full and final satisfaction
for all claims that existed for his services to the Company as president. These
shares have not yet been issued by the Company.

During the third quarter of 2003 the Company made payments in the amount of
$38,268.50 to NuWay Holdings, Inc. as reimbursement for cash advances made to
pay for legal fees, accounting costs, other corporate expenses and operating
expenses that had been advanced to the Company by NuWay.

On September 8, 2003 the board of directors authorized the following for Dennis
Thompson, president and a director of the Company; payment of the sum of $5,000
in cash and an award of 200,000 shares of the Company's restricted common stock
for his services to the corporation during the quarter ended September 30, 2003.

Subsequent Events

The company has since January 1, 2004 issued 230,000 shares of its common stock
registered under S-8 as partial payment for legal services provided to the
Company. The shares were issued in exchange for the bona fide services provided
with regard to the Company's involvement in the SEC v. David Wolfson, et al
matter as more fully described under legal proceedings.

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

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

(b) Reports on Form 8-K.

               (1) On February 13, 2003 the company filed a Form 8-K that
               reports that on October 15, 2002, the Securities and Exchange
               Commission filed a civil action in the United States District

                                     Page -22-

<PAGE>



               Court for the Southern District of Florida against the Company,
               Allen E. Weintraub and Florida Stock Transfer, Inc. (2) On March
               7, 2003 the company filed a Form 8-K advising that on February
               21, 2003, Diversified Holdings X, Inc., a Utah corporation
               ("DHX") closed on a Stock Acquisition Agreement with Miami
               Venture Capital, Inc. and others in which DHX acquired 40,051,430
               shares of the common stock of Vector Holdings Corporation, which
               represents 63% of all issued and outstanding common stock of the
               registrant and 1,254,857 shares of preferred stock of Vector
               Holdings Corporation, or 100% of all issued and outstanding
               shares of preferred stock of the Registrant.
               (3) On June 25, 2003 the Company filed a Form 8-K setting forth
               that on June 24, 2003, NCI Holdings, Inc. formerly known as
               Vector Holdings, Inc,. had entered into an Offshore Stock
               Purchase Agreement (the "Agreement") with The Sukumo Group, Inc.,
               a British Virgin Islands corporation (Sukumo). Pursuant to the
               Agreement Sukumo has the right to purchase up to 10,000,000
               shares of the Company's common stock pursuant to Regulation S of
               the Securities Act of 1933 at a purchase price equivalent to 30%
               of the bid price per share on the day that the Company receives
               payment from Sukumo for the specified number of shares to be
               reflected in written buy orders sent to the Company.
               (4) On September 4, 2003 the Company filed a Form 8-K disclosing
               that on September 2, 2003, NCI Holdings, Inc. placed The Sukumo
               Group, Inc. on notice of its intent to terminate the Offshore
               Stock Purchase Agreement which it entered into on June 24, 2003.

ITEM 14.   CONTROLS AND PROCEDURES

The Company's president acts both as the Company's chief executive officer and
chief financial officer ("Certifying Officer") and is responsible for
establishing and maintaining disclosure controls and procedures for the Company.
The Certifying Officer has concluded (based on his evaluation of these controls
and procedures as of a date within 90 days of the filing of this report) that
the design and operation of the Company's disclosure controls and procedures (as
defined in Rule 13a-14(c) under the Securities Exchange Act of 1934) are
effective. No significant changes were made in the Company's internal controls
or in other factors that could significantly affect those controls subsequent to
the date of the evaluation, including any corrective actions with regard to
slight deficiencies and material weaknesses. Due to the Certifying Officer's
dual role as chief executive officer and chief financial officer, the Company
has no segregation of duties related to internal controls.

                                SIGNATURES

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

NCI Holdings, Inc.


Dated: March 5, 2004             By: /s/ Hamlin K. Elrod
                                 --------------------------------------
                                 Hamlin K. Elrod, President and CFO


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



SIGNATURE                          TITLE                 DATE

                            President, Director     March 5, 2004

/s/Hamlin K. Elrod
Hamlin K. Elrod



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Exhibit 31(i)   CERTIFICATIONS

    I, Hamlin K. Elrod, certify that:

    1. I have reviewed this annual Report on Form 10-KSB of NCI Holdings, Inc.;

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

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

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

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

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

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

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

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

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


Date: March 5, 2004   /s/ Hamlin K. Elrod
                      --------------------------------------
                      Hamlin K. Elrod, CEO and CFO



                                Page -25-

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


3(i)                 * Articles of Incorporation of the Company as amended and
                     bylaws are herein incorporated by reference from the
                     Company's Form S-3 filed December 22, 1995.

10(i)          *     Purchase Agreement with The Potato Sack, Inc. incorporated
                     by reference from the June 30, 2002, 10-QSB filed August
                     14, 2002 as Exhibit 10.1

10(ii)               * Purchase Agreement with Universal Data Systems, Inc.
                     incorporated by reference from the June 30, 2002, 10-QSB
                     filed August 14, 2002 as Exhibit 10.2

10(iii)              * Purchase Agreement with Miami Venture Capital, Inc and
                     Vector Holdings Corporation dated December 30, 2002.

10(iv)               * Settlement Agreement between Vector Holdings and Suburban
                     Capital Updated.

10(v)          *     Consulting Agreement on 14th day of May 2003, by and
                     between Hudson Consulting Group, Inc. ("Consultant") whose
                     address is 268 West 400 South, Salt Lake City, Utah 84101
                     and NCI Holdings, Inc., incorporated bt reference from the
                     Company's From 10-QSB for the quarter ended June 30, 2003.


10(vi)               * June 24, 2003, Offshore Purchase Agreement between NCI
                     Holdings, Inc. and The Sukumo Group, Inc., a British Virgin
                     Islands corporation, incorporated by reference
                     from the Company's Form 8-K filed on June 25, 2003

10(vii)              * Settlement Agreement and General Release to resolve all
                     claims arising under the May 14, 2003 Consulting Agreement
                     with Hudson Consulting Group, Inc., incorporated by
                     reference from the Company's Form 10-QSB for the quarter
                     ended September 30,2003.

10(viii)             * Indemnification Agreement and General Release with Gino
                     Carlucci, dated September 8, 2003, incorporated by
                     reference from the Company's Form 10-QSB for the quarter
                     ended September 30, 2003.

23.1           28    Consent of Bongiovannie & Associates, PA, CAP's to
                     incorporation of report dated February 28, 2004.

31(i)          25     Certification As Adopted Pursuant To Section 302 Of The
                      Sarbanes-Oxley Act Of 2002

32(i)          27     Certification Pursuant to 18 U.S.C.ss.1350, as Adopted
                      Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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

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Exhibit 31(i)

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

  In connection with the Annual Report of NCI Holdings, Inc. (the" Company") on
Form 10-KSB for the period ending December 31, 2003 as filed with the Securities
and Exchange Commission on the date hereof (the"Report"), I, Hamlin K. Elrod,
Chief Executive and Sole Executive Officer of the Company, certify, pursuant to
18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of
2002, that, to the best of my knowledge and belief:

  I have reviewed this annual report on Form 10-KSB of NCI Holdings, Inc. and:

            (a) The Annual Report on Form 10-KSB of the Company to which this
            certification is attached as an exhibit, fully complies with the
            requirements of section 13(a) or 15(d) of the Securities Exchange
            Act of 1934; and

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




   /s/ Hamlin K. Elrod
  CEO and CFO
  March 5, 2004



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Exhibit 23.1

                       BONGIOVANNI & ASSOCIATES, PS, CPA'S

               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We hereby consent to the incorporation of our report dated February 28, 2004
relating to the financial statements of NCI Holdings, Inc. in the Form 10-KSB
for the year ended December 31, 2003.

/s/ Michael J. Bongiovanni
Michael J. Bongiovanni, CPA
Charlotte, North Carolina
March 9, 2004



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