|UNITED STATES                                                                              
|-------------------------------------------------------------------------------------------
|SECURITIES AND EXCHANGE COMMISSION                                                         
|Washington, D.C. 20549                                                                     
|                                                                                           
|FORM 10-KSB                                                                                
|                                                                                           
|[X] ANNUAL REPORT UNDER SECTION 13 OR
    15(d) OF THE SECURITIES EXCHANGE ACT OF 1934     
|For the fiscal year ended December 31,
    2000                                            
|                                                                                           
|[  ] TRANSITION REPORT UNDER
    SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1994
|For the transition period from _______
    to _______                                      
|                                                                                           
|COMMISSION FILE NUMBER: **0-17303**                                                        
|                                                                                           
|VECTOR HOLDINGS CORPORATION                                                                
|(Name of small business issuer in its
    charter)                                         
|                                                                                           

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

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |           
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------
|120 NE 179th
    Street, Miami, FL                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 33179     
|(Address of
    Principal Executive Offices)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | (Zip Code)
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(305) 681-5191                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(Issuer's
    telephone number)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Securities
    registered under Section 12 (b) of the Act: NONE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(Title
    of class)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Securities
    registered under Section 12(g) of the Exchange Act: COMMON STOCK, PAR VALUE $.001                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(Title
    of class)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Check
    whether the issuer: (i) 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 Company
    was required to file such reports), and (ii) has been subject to the filing requirements
    for the past 90 days. Yes [ ] No [X]                                                                                                                                                                                                                                                                                                                                                                                                                             
|Check
    if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B
    contained in this form, and no disclosure will be contained, to the best of the Company'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. [****]                                                                                                                                                                                                                                                                                                                                                                                         
|Issuers
    revenues for its most recent fiscal year: none                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|As of March 16, 2001 there were 3,252,666
    shares of the issuer's Common Stock issued and outstanding. The number of shares
    outstanding reflects the July 2000 reverse stock split of 1 for 100. There is no active
    trading market in the shares of the Issuers common stock at the date of the filing
    of the Form 10-KSB, although the shares are quoted on the pink sheets. The Issuer will
    seek by filing this report under the Securities Exchange Act of 1934 (the "Exchange
    Act") to become current in its reporting requirements under the Exchange Act.
    Affiliates of the Issuer own 4,889,286 shares of the Issuers issued and outstanding
    common stock and the remaining 363,380 shares are held by non-affiliates.(*)
|DOCUMENTS
    INCORPORATED BY REFERENCE:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|There
    are documents incorporated by reference in this Annual Report on Form 10-KSB, which are
    identified in Part III, Item 13.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(*)
    Affiliates for the purposes of this Annual Report refer to the officers, directors and/or
    persons or firms owning 5% or more of Issuers common stock, both of record and
    beneficially.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          



TABLE OF CONTENTS

|                                                                                                |   
|----------------------------------------------------------------------------------------------- | --
|**PART I**                                                                                      |   
|Item 1. Description of
    Business.                                                            | 2 
|Item 2. Description of
    Property.                                                            | 17
|Item 3. Legal Proceedings.                                                                      | 17
|Item 4. Submission of Matters
    to a Vote of Security Holders.                                | 18
|                                                                                                |   
|PART II                                                                                         |   
|Item 5. Market for Common
    Equity and Related Stockholder Matters.                           | 18
|Item 6. Management's
    Discussion and Analysis of Financial Conditions and Plan of Operation. | 20
|Item 7. Financial Statements.                                                                   | 22
|Item 8. Changes In and
    Disagreements With Accountants on Accounting and Financial           | 31
|Disclosure.                                                                                     |   
|                                                                                                |   
|PART III                                                                                        |   
|Item 9. Directors, Executive
    Officers, Promoters and Control Persons;                       | 31
|Compliance with Section 16(a) of the Exchange Act.                                              |   
|Item 10. Executive
    Compensation.                                                            | 31
|Item 11. Security Ownership of
    Certain Beneficial Owners and Management.                    | 32
|Item 12. Certain Relationships
    and Related Transactions.                                    | 33
|Item 13. Exhibits and Reports
    on Form 8-K.                                                  | 34





PART I

ITEM 1. DESCRIPTION OF BUSINESS

Background and Exchange Act Reports

Vector Holdings Corporation,  a Nevada corporation, is sometimes
referred to herein as "we", "us", "our" and the
"Company". The Company was formerly known as formerly Vector Aeromotive
Corporation. However, the business of Vector Aeromotive was discontinued and reference to
the Company or "we", "us" and "our" does not include the
business or operations of Vector Aeromotive. This Annual Report for the year ended
December 31, 2000  contains the audited financial statements for 2000 and 1999 of
Vector on a historical basis for such periods.

It should be noted that subsequent to our year ended December 31, 2000,
we entered into an agreement to merge with Bestfoodonline.com, Inc.("Bestfood")
effective in January 2001, as reported in our Form 8-K filed on January 18, 2001. As a
result, the discussion under Part I, Item 1, "Description of Business" and Item
2, "Description of Property" contains disclosure regarding the business of
Bestfood, which is a subsequent event following our year ended December 31, 2000. We state
in each item of this Annual Report whether the disclosure relates to the Company, Bestfood
or both entities.

We are are also including as an exhibit pro forma financial statements
to reflect the merger. We are also filing at or about the date of filing of this Annual
Report for our year ended December 31, 2000, our Form 8-K/A which will include the audited
financial statements of Bestfood for the years ended December 31, 2000 and 1999 as
required under Section 210.3-05 of Regulation S-X. Our first quarter Form 10-QSB, to be
filed on or about May 15, 2001, will contain consolidated financial statements for the
Company and Bestfood.

Prior to the year ended December 31, 2000, we filed Quarterly Reports
and Annual Report that we were required to file under the Securities Exchange Act of 1934
(the "Exchange Act"), but which we failed to file in a timely manner for the
purpose of our again becoming current under reporting requirements of the Exchange Act. We
filed the following Exchange Act Reports: our Annual Report for the year ended December
31, 1999; and our Quarterly Reports for the periods ended March 31, 1999, June 30, 1999,
September 30, 1999, March 31, 2000, June 30, 2000 and September 30, 2000.

Discontinued Operations

We were incorporated in September 1987 under the laws of Nevada for the
purpose of acquiring substantially all of the assets of Vector Car, a partnership that was
the predecessor of Vector Aeromotive. Vector Car had been a development stage company from
its formation in 1978 through the complete cessation of our automotive business during
1999. During this period, Vector Aeromotive had been primarily engaged in the design,
manufacture and assembly of exotic sports cars known under the Vector trade name.
Reference is made to the Annual Report for the year ended December 31, 1999 for disclosure
regarding the discontinued operations.  As the result of our failed automotive
business, we had an accumulated deficit through December 31, 1999 of $39,426,472.

Change of Control

In connection with the acquisition on December 27, 1999 by Allen
Weintraub and his affiliates, Scott Curtis and Timothy Owens, of control of the Company
for nominal consideration, Allen Weintraub became our president, a director and the
control shareholder. Following the change of control,  the Company's shares were
subject to a 1 for 100 reverse share recapitalization. See  Part II, Item 5,
"Market for Common Equity and Related Stockholder Matters-Recent Sales of
Unregistered Securities", Part III, Item 12, "Certain Relationships and Related
Transactions" and the discussion under the Notes to Financial Statements.

Recent Merger with Bestfoodonline.com

Pursuant to an Agreement and Plan of Share Exchange dated January 3,
2001 (the "Merger Agreement") between Bestfoodonline.com Inc., a Florida
corporation and the Company, Bestfoodonline.com Inc., ("Bestfood") was acquired
in a share exchange by the Company (the "Merger"). Reference is made to the
Company's Form 8-K Report filed on January 18, 2001, which incorporated by reference. The
Merger Agreement was adopted by the unanimous consent of the Board of Directors of the
Company, Bestfood and approved by the sole shareholder of Bestfood, Allen Weintraub. This
Annual Report for our year ended December 31, 2000,  includes the unaudited combined
financial statements reflecting the acquisition by the Company of Bestfood, with  the
pro forma condensed balance sheet which assumes the merger took place on January 1, 2000
and combines the December 31, 2000 balance sheet of the Company with the December 31, 2000
balance sheet of Bestfood. The unaudited pro forma condensed combined financial statements
are included as exhibit 99.1 to this Form 10-KSB. We are also filing our Form 8-K/A
containing the audited financial statements of Bestfood for its years ended December 31,
2000 and 1999. As we noted above, we will file in our first quarter Form 10-QSB the
consolidated financial statements for the Company and Bestfood.

Prior to the Merger, the Company had 3,252,666 shares of common stock,
par value $.001 (the "Shares") issued and outstanding, which includes 2,000,000
Shares issued to Mr. Weintraub as partial consideration under the Merger Agreement prior
to its execution. Pursuant to the Merger Agreement, the Company shall issue a total of
4,000,000 Shares, which includes the 2,000,000 Shares previously issued and 2,000,000 to
be issued, in exchange for all of the issued and outstanding common stock of Bestfood, and
at that time the Company shall have a total of 5,252,666 Shares outstanding.

As a result of the Merger, the former sole shareholder of Bestfood,
Allen Weintraub, owns 83.4% of the issued and outstanding Shares of the Company.

At the time of the Merger and during the entire 2000 fiscal year,  the Company had
no operations and no revenues.

The consideration represented by
the 4,000,000 Shares issued in exchange for the acquisition of 40,000,000 Bestfood shares,
representing all of the issued and outstanding common stock of Bestfood pursuant to the
Merger Agreement, was negotiated between the Company and Bestfood, both under common
control of Allen Weintraub. Prior to the Agreement, Allen Weintraub was the chief
executive officer control shareholder and a director of the Company and of Bestfood,
owning 100% of the issued and outstanding Bestfood shares of common stock. As a result,
the negotiations between Company and Bestfood cannot be considered to be
"arms-length". However, Mr. Weintraub did evaluate the merits and risks
associated with Bestfood in evaluating Bestfood as a desirable acquisition candidate for
Company. In entering into the Merger Agreement, the Company used management discretion and
what it believed is reasonable judgment. In addition, the Company used criteria such as
value of the assets of the Company, Companys lack of any business operations and
value of the assets of Bestfood, the business operations of Bestfood, the business
potential of Bestfood, and the benefit to the Company of such Share Exchange with a
growing operating entity. The Company determined that the consideration for the share
exchange was reasonable. The Company intends to continue the business operations conducted
by Bestfood as described below.

Business of Bestfood

Bestfoodonline.com, Inc.
("Bestfood"), a Florida corporation, was founded in January 2000 as an online
food store, marketing high quality specialty food. In July 2000, Bestfood acquired the
assets including the clients/customer base of Distinguished Specialty Foods, Inc., a
Florida corporation ("Distinguished"), which was formed in October 1998 to
engage in the business of wholesale distribution of a wide variety of specialty food
products principally to the hospitality industry. The hospitality industry includes,
airlines, hotels, restaurants and resorts. The present business of the Company is the
wholesale distribution of specialty food products. We also distribute our products on a
wholesale basis to certain supermarkets. Bestfood is headquartered at 120 NE 179th
Street, Miami, FL and is a full-service wholesale food distributor. In addition, we have
also commenced operations of a web site for the sale and distribution of specialty food
products over the Internet. See "Internet Distribution" below.The description of
the business of Bestfood includes the operations acquired in the transaction with
Distinguished.

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

Our management has pursued a
strategy of increasing profitability by increasing sales to existing customers and
attracting new customers. In addition, we have focused on cost control and on the
logistics and distribution areas of our business, with the objective of enhancing
profitability while offering lower prices and better service to wholesale and retail
customers. See the discussion under  "Business Strategy" below.

Over the last two-year period, we
have also increased our efficiency in product purchasing and pricing and in our logistics
and distribution functions. Also see the discussion under  "Purchasing" and
"Product Pricing" below.

Internet Distribution

We believe a competitive
advantage as a wholesale food distributor is our ability to provide an integrated,
comprehensive food distribution service addressing the needs of our primary customer base
in the hospitality industry and also service other wholesale companies with food
departments. In November 2000, we started to use our web site with the domain name,
www.bestfoodonline.com to service our existing wholesale customers and to attract new
wholesale and retail customers through our new online shopping and order system. We expect
that our new online presence, which currently accounts for only a limited portion of our
revenues, will open an additional valuable new sales channel to our present wholesale food
distribution business and gives us a nation-wide online presents designed to offer
superior shopping and order services to present and future customers. In fact, several of
our wholesale customers in the Florida Keys and certain resort islands have taken
advantage of the efficiencies of ordering online through our web site. See the disclosure
under "Risk Factors" below.

For our online customers, we
provide a user-friendly, highly functional virtual wholesale market with personalized
shopping, delivery and customer services. Using our web site, our online customers will be
able to increasingly enjoy a more productive specialty food shopping experience. Users of
our web site can choose among a variety of shopping methods, access up-to-date product and
pricing information. Our objective is to substantially expand our online business
activities and our online growth strategy includes the following:

Building a Bestfoodonline.com
Brand Identity and Awareness

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

Provide a Superior Shopping
and Order Experience

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

Expand Into New Geographic
Markets and Further Penetrate Existing Markets

We plan to increase revenues and
realize economies of scale by aggressively expanding into new metropolitan markets and
increasing penetration in our existing markets. We believe that we can achieve competitive
cost advantages in our target markets through the combination of warehouse facilities and
our growing online presence. As of December 31, 2000, we had approximately 20,000 visits
on our web site which was launched in November 2000. We expect to have increasing visits
to our user friendly web site. We have averaged on a monthly basis approximately 25,000
visits to our web site during the first quarter of 2001.

Business Strategy

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

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

|(i) providing
    products to our customers at very competitive prices,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(ii) assisting our wholesale
    customers in being able to quickly adapt to changes in consumer preferences and changes in
    the marketplace, and                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(iii) offering
    our business customer a wide variety of support services typical of those offered by large
    food distributor chains to their customers. See the discussions under "Product
    Pricing" and "Purchasing" below. We provide our wholesale customers with
    the competitive advantages associated with large purchasing power and extensive support
    services similar to those of far larger wholesale food distributors, while providing each
    customer retains our regional focus and flexibility to respond to local demographics and
    market conditions.

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

Purchasing

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

Bestfood purchases specialty food
products for resale to wholesale customers from approximately 10-12 importers and other
suppliers in the United States. Therefore, we do not require any import licenses and we
are not dependent on any single supplier to meet customers demands. We believe that
our size enables us to purchase products at competitive prices. We monitor available
pricing of our specialty food products on a continuous basis and use our buying power to
secure products at the best terms available. See "Product Pricing."

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

Our wholesale food distribution
service sells a wide variety of specialty food items such as caviar, foie gras, exotic
meats, wild mushrooms and truffle products, imported spices, imported pastas and cheeses,
imported olives and olive oils, imported chocolates and other specialty food products
including Asian, Indian and Jamaican ethnic specialties. We deliver to more than 500
business customers principally in the hospitality industry including airlines, hotels and
restaurants, supermarkets and resorts.

Inventories

Our procedure is to manage our
inventory on a "just-in-time" basis and our inventory typically averages
approximately $100,000 at any given time. At December 31, 2000, our inventory was slightly
higher, $125,812, due to seasonal factors including the holiday season in our South
Florida, the Florida Keys and island resort markets. Our sales generally increase during
the winter months as a result of increased tourism related to the hospitality industry in
our market areas in South Florida, the Florida Keys and the resort islands. We remain
committed to effective inventory management, which is an integral part of our business
strategy. See "Purchasing" and "Order Processing and Distribution."

Order Processing and Distribution

Bestfood produces and distributes
price lists with periodic updates including special pricing on select items indicating our
wholesale prices to customers for each of our more than 950 specialty food products.
Customer place orders either by telephone or via our web site
"www.bestfoodonline.com" to our distribution facility in Miami, FL. In addition,
our sales personnel uses telemarketing and e-mail to advise our wholesale food customers
of price and products specials available from time to time.

We make our deliveries by FedEx,
DHL, contract carriers and via trucks leased directly by us. We currently have under lease
two trucks, one of which is a refrigerated truck. We do not own trucks at this time.

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

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

Product Pricing

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

Customer Base and Principal Markets

We supply approximately 500
business customers in South Florida, the Florida Keys and resort islands. Our business
customers include companies such as United Airlines, Walt Disney, Hyatt Hotels, Four
Season Hotels, Marriott Hotels and Whole Food Supermarkets, among others. For the year
ended December 31, 2000 a substantial percentage of our sales (approximately 46%) were to
a single customer and we do not have any written agreement or purchase commitment with
such customer. Reference is made to our Form 8-K/A and to Note 4, Notes to Bestfood
Financial Statements for December 31, 2000 (Concentration of Risk) with regard to this
risk. We do not have nor do we require any supply agreements to secure our sources of
specialty food products for resale to our customers. Our suppliers do not require any
minimum purchase requirements by dollar or amount and category of goods and are subject to
adjustments.

Competition

The wholesale food distribution
industry is highly competitive. We believe that we have established a niche in the
specialty food distribution market as a result of our expanded specialty food product
lines and our ability to provide competitive pricing to wholesale customers. However, we
face intense competition from national, regional and local specialty food distributors and
retailers and must compete on the basis of price, quality, product lines, frequency and
reliability of deliveries and the range and quality of services. Our principal service
areas are South Florida, the Florida Keys and resorts in the Bahamas and the Caribbean. To
the limited extent that we have an online retail presence, and also sell in volume, we
compete somewhat with other volume food retailers that are far larger and better financed,
such Costco and BJ's Wholesale, although such entities do not specialize in or carry most
of the specialty food products that we offer.

We believe that we can compete
successfully on the wholesale level while supporting the competitive expectations and
efforts of our customer by offering a large selection of specialty food products at
competitive prices and by continuing to provide to our customer a wide variety of support
services such as our online ordering systems. The online ordering system, which commenced
operations in November 2000 complements our principal wholesale distribution business. We
intend to pursue these strategies and to continue to improve operating efficiencies
through our focus on distribution and logistics. To date we have not generated material
revenues from our recently installed online ordering system, www.bestfoodonline.com.
Nevertheless, we believe that we will begin to generate increasing sales as we continue to
receive visits to our website.

Employee Relations

Management believes that
relations with its six full-time employees are excellent. In addition we have two
full-time executive officers. We are not a party to any collective bargaining agreements,
nor are we aware of any pending union petitions related to its employees.

Regulation

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

Trademarks and Licenses

We do not own any registered trademarks or
licenses.

Properties

We lease from an unrelated party
20,000 square feet warehouse facility used in connection with our Bestfood operations at a
rental $7,985 a month. Our lease is for 3 years with an option for two additional years at
our discretion. Our leased facility is well maintained and in good operating condition. We
believe that our facility has adequate capacity to meet the demands of anticipated growth.
Our strategy with respect to acquisition may include obtaining addition modern facilities
with capacity for growth, as appropriate for the business acquired. See "Business
Strategy" and Item 2, "Description of Property" below.

Legal Proceedings

As previously reported in our
Annual Report on Form 10-KSB/A for the year ended December 31, 1999, filed with the SEC on
November 2, 2000, the Company is a party defendant to certain litigation, related to the
discontinued automotive operations of Vector. The Company believes that adequate provision
has been made. See Note 8 to the Notes to Financial Statements. Also see Item 3,
"Legal Proceedings" below.  We may in the future become party to legal
actions in the ordinary course of our specialty food distribution business. We cannot
predict the outcome of any legal actions that may be commenced in the future, if any.
However, we believe that any outcome of any of these proceedings, or all of them combined,
will not have a material adverse effect on our financial position or our existing
specialty food distribution business.

Management

The sole executive officer of
Bestfood is Allen Weintraub, who is also President, CEO and Chairman of Vector Holdings
Corp. Officers of Bestfood as a wholly owned subsidiary,  serve at the discretion of
the Board of Directors of of the Company, which consist of Allen Weintraub and Karl
Schumer, and are elected at each annual meeting of the Board of Directors. See Item 9,
"Directors, Executive Officers, Promoters and Control Persons".

Allen Weintraub (35) has served
as Bestfoods President, CEO and director since our inception in October 1998. During
the past five years, Mr. Weintraub has been engaged in the ownership and operation of a
private real estate business, including rental properties and marinas in South Florida.
From October 1998 to the present, Mr. Weintraub has owned and operated Bestfood. Mr. Allen
Weintraub is also President, CEO, Chairman and the controlling shareholder of the Company.

Karl Schumer has served as Vice
President, Secretary and a director of the Company since July 2000.  Mr. Schumer is
an attorney admitted to practice law in the State of Florida and has been engaged during
the past five years in the private practice of law in Miami, FL.

Trading Symbol-No Trading Market

There has no active market for
the our Shares, and only very limited trading has occurred in our Shares since the
delisting of our Shares on April 6, 2000. Our Shares have been subject to quotation on the
"pink sheets" under the symbol, "VHLD"  since the delisting of
Companys Shares from the OTCBB on April 6, 2000. The reason our Shares were delisted
from the OTCBB was due to the fact that we were not current under the reporting
requirements of the Exchange Act. Prior to our year ended December 31, 2000 we filed all
past due reports required under the Exchange Act, including Quarterly Reports on Form
10-QSB for the periods ended March 31, 1999, June 30, 1999, September 30, 1999 and March
31, 2000, June 30, 2000, September 30, 2000, as well as our Annual Report on Form 10-KSB
for the year ended December 31, 1999. There can be no assurance that any active trading
market will commence or be sustained if and when our Shares become eligible for quotation
on the OTC:BB. However, we will take necessary steps to permit the Shares to again be
subject to quotation on the OTC:BB as a result of the Company being current under the
Exchange Act. As of December 31, 2000 there were approximately 530 holders of record of
our Shares. See Part II, Item 5, "Market for Common Equity and Related Stockholder
Matters".

RISK FACTORS

Low Margins in Food Distribution Business,
Increasing Competition

The wholesale food distribution
industry in which Bestfood operates is typically characterized by low profit margins. As a
result, Bestfood's results of operations are sensitive to, and may be materially adversely
impacted by, among other things, competitive pricing pressures, vendor selling programs,
  interest rates increases and food price deflation. Notwithstanding the facts that:
during the past year there has been a trend toward lower interest rates; no food price
deflation; and Bestfood operates in a segment of the general wholesale food distribution
business involving  generally higher priced specialty foods, which generally are
associated with higher profit margins, there can be no assurance that one or more of such
factors will not have a material adverse affect on Bestfood's business, financial
condition or results of operations. See the discussion under "Risk
Factor-Competition" below and Part II, Item 6, "Management's Discussion and
Analysis".

The wholesale food distribution
industry is becoming increasingly more competitive as producers, manufacturers,
distributors and retailers seek lower costs together with more services. While the general
wholesale food distribution industry is confronting a relatively static demand, resulting
in increasing pressure on the industry's already low profit margins, to date there has
been less impact on the specialty food distribution market in which the Company operates.
Nevertheless, in response to these changes, we are pursuing a strategy that includes
various cost savings and value-added initiatives, increased specialty food product lines,
offering "online" services to both our wholesale and retail customers, and
exploring potential growth through strategic acquisitions and alliances. Bestfood believes
that its ultimate success will depend on its ability to pursue and execute these strategic
initiatives, continue efforts in reducing costs and and thereby enhancing operating
margins. Any significant delay or failure in the implementation of these strategic
initiatives could result in diminished sales and operating margins or failure to sustain
growth. No assurance can be given that Bestfood's strategic initiatives, if implemented,
will result in continued increased sales or enhanced profit margins.

Potential Significant
Fluctuations in Quarterly Operating Results

Our food distribution business
may experience significant fluctuations in future quarterly operating results due to
several  factors, including: (i) the timing and nature of expansion efforts in both
new and existing markets; (ii) the introduction of new specialty products or services and
the market response to those introductions; (iii) the timing and nature of sales
transactions for online services and other products and services; (iv) relationships with
our customers; (v) seasonal trends; (vi) changes in pricing policies or service offerings;
(vii) changes in the level of marketing and other operating expenses to support future
growth; (viii) changing competitive environment; and (ix) general economic conditions.
Consequently, quarterly revenues and operating results may fluctuate significantly, and
Bestfood believes that period-to-period comparisons of results will not necessarily be
meaningful and should not necessarily be relied upon as an indication of trends and future
performance.

It should be noted that South
Florida and the Florida Keys, as well as the resort islands, experience higher levels of
tourism during the winter months and as a result the demand for specialty food products by
our customers in the hospitality industry also tends to be higher during the winter
months. It should be further noted that general economic declines and declines in the
stock market may adversely impact on tourism and therefore adversely impact upon our sales
on a period to period basis.

Limited Operating History

We have only a limited operating
history. Although Bestfood, through its predecessor, Distinguished Specialty Foods, was
founded in October 1998, most of Bestfood's growth has occurred during the year 2000.
Given the development, marketing and other expenditures relating to our planned expansion
program, among other factors, and notwithstanding our limited history of net income, We
may nevertheless incur losses in the future. To be able to operate profitably in the
foreseeable future, we believe that it is necessary to achieve some of the following
objectives, including: (i) increasing our sales volume by adding new wholesale and retail
customers; (ii) adding customers beyond the growing hospitality market; (iii) retaining
existing customers and increasing online usage and sales; (iv) being successful in
acquiring market share in the online wholesale distribution business; (v) developing
additional revenue sources form such areas as advertising on its web site; and (vi)
reducing costs of fulfillment. There can be no assurance that we will be successful in
meeting any or all of these objectives or that we will be able to achieve or sustain
profitability and continued growth in sales.

Acquisition Strategy

Partly in response to changes in
the wholesale food distribution industry discussed above, we may pursue a strategy of
growth through acquisitions in the wholesale food distribution market both within its
existing South Florida market and beyond. The Company intends to continue to pursue
strategic acquisition opportunities in both its existing and new geographic markets. In
pursuing an acquisition strategy, we face risks commonly encountered with growth through
acquisitions. These risks include, but are not limited to, incurring significantly higher
than anticipated capital expenditures and operating expenses, failing to assimilate the
operations and personnel of acquired businesses, failing to install and integrate all
necessary systems and controls, loss of customers because of declines in quality of
service, entering markets in which we have no or only limited experience, disrupting
ongoing business, straining our management time and resources and increased professional
fees. Realization of the anticipated benefits of a strategic acquisition may take several
years or may not occur at all. Our acquisition strategy may place a significant strain on
the Company's management, operational, financial and other resources. The success of the
our acquisition strategy will depend on many factors, including our ability to: (i)
identify suitable acquisition opportunities; (ii) successfully negotiate acquisitions at
valuations that will provide satisfactory returns on invested capital; (iii) successfully
integrate acquired operations quickly and effectively in order to realize operating
synergies; and (iv) obtain necessary financing, if necessary, on satisfactory terms. There
can be no assurance that we will be able to successfully execute and manage its
acquisition strategy, and any failure to do so could have a material adverse effect on our
business, financial condition and results of operations.

Competition; Dependence Upon
Significant Customer

The wholesale food distribution
industry is highly competitive. While we believe that we have established a niche in the
specialty food distribution market as a result of our expanded specialty food product
lines and our ability to provide competitive pricing to wholesale customers, Bestfood
faces competition from national, regional and local wholesale food distributors on the
basis of price, quality, breadth and availability of products offered, strength of private
label brands offered, schedules and reliability of deliveries and the range and quality of
services provided. Many of Bestfood's competitors are larger and have substantially
greater resources than Bestfood. In addition, Bestfood believes that this competition will
intensify. In addition, consolidation in the industry, heightened competition among
Bestfood's suppliers, new entrants and trends toward vertical integration could create
additional competitive pressures that reduce margins and adversely affect Bestfood's
business, financial condition and results of operations. There can be no assurance that
Bestfood will be able to continue to compete effectively in its industry. Our principal
service areas are South Florida, the Florida Keys and resorts in the Bahamas and the
Caribbean. To the limited extent that we have an online retail presence, and also sell in
volume, we compete somewhat the volume food retailers that are far larger and better
financed such Costco and BJ's Wholesale, although such entities do not specialize in or
carry most of the specialty food products that we offer.

Reference is made to Note 3 to
the Notes to Financial Statements of Bestfood, which are included in our Form 8-K/A
relating to Concentration of Risk. For the year ended December 31, 2000, a single customer
accounted for 46% of our sales. Bestfood does not have a written agreement with nor does
it have any purchase commitment from such customer. In the event that the customer ceased
to do business with Bestfood and such customer was not replaced by one or more customers,
then we could be materially adversely effected.

Dependence Upon Management

Bestfood is dependent upon the
continued services of its chief executive officer, Allen Weintraub, for the management of
Bestfood and its day-to-day operations. The loss or interruption of the continued
full-time services of  Mr.Weintraub could have a material adverse effect on the
Company and there can be no assurance that we would be able to find an adequate
replacement  at acceptable terms. At present we do not have an employment contract
with Allen Weintraub, nor do we have key man life insurance on the life of Allen
Weintraub. However, Mr. Weintraub is the controlling shareholder of the Company. See Part
III, Item 12, "Security Ownership of Certain Beneficial Owners and Management".

Risk of Environmental
Liability

Bestfood, like other food
distribution businesses, is subject to increasingly stringent federal, state and local
laws, regulations and ordinances that (i) govern activities or operations that may have
adverse environmental effects, such as discharges to air and water, as well as handling
and disposal practices for solid and hazardous wastes and (ii) impose liability for the
costs of cleaning up, and certain damages resulting from, sites of past spills, disposals
or other releases of hazardous materials (together, "Environmental Laws"). In
particular, under applicable Environmental Laws, Bestfood may be responsible for
remediation of environmental conditions and may be subject to associated liabilities
(including liabilities resulting from lawsuits brought by private litigants) relating to
its facilities and the land on which its facilities are situated, regardless of whether
Bestfood leases or owns the facilities or land in question and regardless of whether such
environmental conditions were created by Bestfood or by a prior owner or tenant of such
facilities. Although Bestfood intends to conduct a limited environmental review prior to
acquiring or leasing any new facilities, to evaluate any potential environmental impact,
there can be no assurance that known or unknown environmental conditions relating to
prior, existing or future facility sites or the activities of Bestfood or any predecessor
will not have a material adverse effect on Bestfood and the Company. It is difficult to
predict future environmental costs as the costs of environmental compliance vary
significantly depending on the extent, source and location of the contamination,
geological and hydrological conditions, available reimbursement by state agencies, the
enforcement policies of regulatory agencies and other factors.

Adverse Publicity and Product
Liability

The wholesale food distribution
industry entails an inherent risk of liability related to its products and services,
product recall and resultant adverse publicity. There can be no assurance that such claims
will not be asserted against Bestfood or that Bestfood will not be obligated to perform
such a recall in the future. While Bestfood as a general practice receives indemnification
guarantees from its suppliers whereby the supplier agrees to indemnify Bestfood from such
claims and obligations, there can be no assurance that such indemnification will be
sufficient or that such claims or obligations will not create adverse publicity that will
have a material adverse effect on Bestfood's ability to successfully market its services
and products and on Bestfood's business, financial condition and results of operations.

Developing Market; Future
Reliance on the Internet

The market for online commerce is
rapidly evolving. As is typical for new and rapidly evolving industries, demand and market
acceptance for recently introduced services and products offered in online commerce are
subject to a high level of uncertainty. Bestfood's success will also depend on the
willingness of consumers to increase their use of online services as a method to buy and
order goods and other products and services, such as our specialty food products. The
Internet has experienced, and is expected to continue to experience, substantial growth in
the number of users and amount of traffic, resulting in some cases in substantial delays
for users. The Internet could lose its viability due to delays in the development or
adoption of new standards and protocols to handle increased levels of Internet activity,
or due to increased governmental regulation. There can be no assurance that the
infrastructure (e.g., reliable network backbone) or complementary services (e.g., secure
transaction processing) necessary to make the Internet a viable commercial marketplace
will develop, or, if developed, that the Internet will become a viable commercial
marketplace for the specialty food products and offered or to be offered by Bestfood
through the Internet. If the necessary infrastructure or complementary services are not
developed, or if the Internet does not become a viable commercial marketplace, Bestfood's
specialty food distribution business and its results of operations or financial condition
could be materially and adversely affected.

Risk of Systems Disruption

Bestfood's information and
computer systems could be vulnerable to, among other factors, disruptions caused by system
failures, power losses, communication problems or natural disasters. In addition,
Bestfood's services may be vulnerable to break-ins and similar disruptive problems.
Further, weaknesses in communications media, such as the Internet, may compromise the
security of confidential electronic information exchanged with other businesses.
Disruptions of service or security breaches could cause losses to Bestfood, reduce
customer satisfaction in Bestfood's services or otherwise have a material adverse effect
on Bestfood's business, results of operations or financial condition. To date, Bestfood
has not experienced material disruptions of services or security breaches. However, there
can be no assurance that such problems will not occur in the future.

Possible Technological Changes in Service
Industry

Online commerce is characterized
by rapidly changing technology. Bestfood's software and systems require continual
improvement in order to meet the growing demand by Bestfood's wholesale and retail
customers for new features and capabilities. Bestfood's future success will partly depend
upon its ability to introduce new specialty food products and services and to add new
features and enhancements to its web site that keep pace with technological and market
developments. The development of new services and products and the enhancement of existing
services and products entails significant technical risks as well as costs. There can be
no assurance that Bestfood will be successful in (i) maintaining and improving its
software, computer systems and web site, (ii) effectively using new technologies, (iii)
adapting its services and products to emerging industry standards or (iv) developing,
introducing and marketing service and product enhancements or new services and products.
Furthermore there can be no assurance that Bestfood will not experience difficulties that
could delay or prevent the successful development, introduction or marketing of these
services and products, or that its new service and product enhancements will adequately
meet the requirements of the marketplace and achieve market acceptance. If Bestfood is
unable, for technical or other reasons, to develop its online specialty food distribution
business activities and introduce new services and products or enhancements of existing
services and products in a timely manner in response to changing market conditions or
customer requirements, or if new services and products do not achieve market acceptance,
Bestfood's business, results of operations or financial condition could be materially and
adversely affected.

Regulation and Privacy Issues

The online services industry is
relatively new and rapidly changing, and federal and state regulation relating to the
Internet and online services is evolving. Bestfood is aware of certain industry requests
of the Federal Communications Commission (the "FCC") to review the impact of
Internet usage on U.S. telecommunications service providers, in particular, the generally
lower cost structure for data transmission versus voice transmission. FCC regulatory
review and rulemaking could result in new regulation of the Internet and online industry
changes in current rules governing telecommunications or both. In turn, this could result
in increased telecommunications costs for the Internet and online industry. These or other
regulatory initiatives could have a material adverse effect on Bestfood's specialty food
distribution business, results of operation or financial condition, especially
Bestfoods efforts to build a significant retail online customer base.

There has been a growing concern
about privacy and the collection, distribution and use of information about individuals
and businesses, and Bestfood may be subject to various federal and state regulations
concerning such activities. Although Bestfood's compliance with such federal and state
regulations has not had a material adverse effect on Bestfood, no assurance can be given
that additional federal or state laws or regulations (including antitrust and consumer
privacy laws) will not be enacted or applied to Bestfood or certain of its customers, in
particular, users of e-commerce and online services. Any such guidelines, laws or
regulations could adversely affect the ability of Bestfood to collect, distribute or use
customer information, or could otherwise have a material adverse effect on Bestfood's
online specialty food distribution business, results of operations or financial condition.
Bestfood has adopted policies to address certain privacy concerns, including restricting
access to its database, limiting the type of information that Bestfood provides to third
parties, requiring each employee to sign a nondisclosure and confidentiality agreement,
and implementing data security systems at Bestfood's computer and data center. However,
there can be no assurance that such policies and arrangements will be effective, and to
the extent that they are not effective, Bestfood's business, results of operations or
financial condition could be materially and adversely affected.

Need for Additional Capital

Bestfood, as a wholly-owned
subsidiary of the Company, may need to procure additional financing from time-to-time, the
amount and timing of which will depend on a number of factors including the pace of
expansion of Bestfood's markets and customer base, the nature of the services offered,
future purchasing requirements from suppliers that may alter Bestfoods just-in-time
purchasing practice, new sales and marketing efforts and the cash flow generated by its
operations. Bestfood cannot predict the extent to which it will require additional
financing. There can be no assurance regarding the availability or terms of additional
financing the Company may be able to procure over time. Any future debt financing or the
authorization and issuance of preferred stock by the Company would be senior to the rights
of the holders of presently issued and outstanding VECTOR Shares of Common Stock, and any
future issuance of Common Stock would result in the dilution of the then existing
stockholders' proportionate equity interests in the Company.

Ownership by Management and
Principal Stockholders

After consummation of the Share
Exchange Agreement, Mr. Allen Weintraub and Karl Schumer, the Companys senior
executive officers, will beneficially own approximately 93% of the outstanding shares of
Common Stock and therefore will be able to elect all directors, who in turn have the right
to designate the officers of the Company. By virtue of such control such stockholders will
have substantial influence over fundamental corporate transactions (such as certain
mergers and sales of assets) requiring stockholder approval.

Shares Eligible for Future
Sale

Sales of a substantial number of
unregistered shares of Common Stock in the public market after certain holding periods
could adversely affect the market price of Common Stock of the Company. Upon the
expiration of such holding periods, pursuant to Rule 144 under the Securities Act of 1933,
as amended (the "Act"), such shareholders may sell such shares without
registration, subject to certain limitations, including limitations on volume of sales,
and the requirement to file Form 144 under the Act. If such stockholders should sell or
otherwise dispose of a substantial amount of Common Stock in the public market, the
prevailing market price for the Common Stock could be adversely affected.

Issuance of Future Shares may
Dilute Investors Share Value

The Certificate of Incorporation
of the Company authorizes the issuance of a maximum of 600,000,000 shares of common stock.
The future issuance of all or part of the remaining authorized common stock may result in
substantial dilution in the percentage of the Company's common stock held by the Company's
then existing shareholders. Moreover, any common stock issued in the future may be valued
on an arbitrary basis by the Company. The issuance of the Company's shares for future
services or acquisitions or other corporate actions may have the effect of diluting the
value of the shares held by investors, and might have an adverse effect on any trading
market, should a trading market develop for the Company's common stock.

No Current Trading Market for
the Company's Securities

There is currently no established
public trading market for the securities of the Company although the symbol on the Pink
Sheets is "VHLD". No assurance can be given that an active trading market in the
Company's securities will develop or, if developed, that such trading market will be
sustained. The Companys shares were quoted on the OTC:BB until delisting on April 6,
2000 because the Company was not current in its reporting requirements under the Exchange
Act. The Companys shares were traded on the OTC:BB prior to the delisting of its
shares and the Company intends to again apply for admission to quotation of its securities
on the OTC:BB. It may be that we will be required to clear comments, if any, from the SEC
prior to our shares again being traded on the OTC:BB. There can be no assurance whether
the SEC will have any comments regarding the disclosure in this Form 8-K or in
Companys Forms 10-QSB and Form 10-KSB previously filed. Various factors, such as the
Company's operating results, changes in laws, rules or regulations, general market
fluctuations and other factors may have a significant impact on the market price of the
Company's securities if and when a trading market commences. The market price for the
securities of public companies often experience wide fluctuations which are not
necessarily related to the operating performance of such public companies such as high
interest rates or impact of overseas markets.

Penny Stock Regulation

Upon commencement of trading in
the Company's stock, if such occurs (of which there can be no assurance) the Company's
common stock may be deemed a penny stock. Penny stocks generally are equity securities
with a price of less than $5.00 per share other than securities registered on certain
national securities exchanges or quoted on the NASDAQ Stock Market, provided that current
price and volume information with respect to transactions in such securities is provided
by the exchange or system. The Company's securities may be subject to "penny stock
rules" that impose additional sales practice requirements on broker-dealers who sell
such securities to persons other than established customers and accredited investors
(generally those with assets in excess of $1,000,000 or annual income exceeding $200,000
or $300,000 together with their spouse). For transactions covered by these rules, the
broker-dealer must make a special suitability determination for the purchase of such
securities and have received the purchaser's written consent to the transaction prior to
the purchase. Additionally, for any transaction involving a penny stock, unless exempt,
the "penny stock rules" require the delivery, prior to the transaction, of a
disclosure schedule prescribed by the Commission relating to the penny stock market. The
broker-dealer also must disclose the commissions payable to both the broker-dealer and the
registered representative and current quotations for the securities. Finally, monthly
statements must be sent disclosing recent price information on the limited market in penny
stocks. Consequently, the "penny stock rules" may restrict the ability of
broker-dealers to sell the Company's securities. The foregoing required penny stock
restrictions will not apply to the Company's securities if such securities maintain a
market price of $5.00 or greater. There can be no assurance that the price of the
Company's securities will reach or maintain such a level.

FORWARD-LOOKING STATEMENTS

This Form 10-KSB for our year
ended December 31, 2000 contains certain forward-looking statements about the Company's
Bestfood business and operations, including statements regarding: (i) anticipated changes
in the Company's business; (ii) future plans regarding the specialty food business and
online operations; and (iii) the Company's strategic initiatives. Such forward-looking
statements can be identified by the use of forward-looking terminology, such as
"believes," "expects," "may," "will",
"should", "estimates", or "anticipates" or the negative
thereof or other variations thereon or comparable terminology, or by discussions of
strategy. Such statements are subject to certain risks and uncertainties, including those
discussed below, which could cause actual results to differ materially from those that are
expressed or implied from such forward-looking statements. These forward-looking
statements speak only as of the date hereof. All of these forward-looking statements are
based on estimates and assumptions made by management of the Company, which although
believed to be reasonable, are inherently uncertain and difficult to predict; therefore,
undue reliance should not be placed upon such forward-looking statements. As a result, no
assurance is given that future results expressed or implied from such forward-looking
statements will be achieved.

The following important factors,
among others, in addition to the information described under Risk Factors, could cause the
Company not to achieve expressed or implied by forward-looking statements contained herein
or otherwise cause the Company's results of operations to be adversely affected in future
periods: (i) continued or increased competitive pressures from existing competitors and
new entrants to the specialty food distribution business; (ii) unanticipated costs related
to the implementation of the Company's growth and operating strategies; (iii) loss of
Allen Weintraub as the key member of management; (iv) inability to negotiate favorable
terms with customers and suppliers; (v) increases in interest rates or the Company's cost
of borrowing, if any; (vi) inability of the Company to achieve its cost savings
initiatives, to achieve synergies from acquisitions and/or to strengthen its customer
base; (vii) deterioration in general or regional economic conditions, which have an impact
of the specialty food market; (viii) adverse state or federal legislation or regulation
that increases the costs of compliance, or adverse findings by a regulator with respect to
existing operations; (ix) adverse determinations in connection with potential future
litigation or other material claims and judgments against the Company; (x) inability to
achieve future sales levels or other operating results that support the Company's cost
savings initiatives; and (xi) the unavailability of funds for capital expenditures.

ITEM 2. DESCRIPTION OF PROPERTIES.

The information below relates to
the warehouse and office property used by Bestfood and the facilities used by Vector prior
to the cessation of its automotive operations in 1999.

The Companyleases  20,000 square feet from an unrelated party
for warehouse and office space at 120 NE 179ths Street, Miami, FL 33179 for its Bestfood
operations at a rental $7,985 per month. Our lease is for 3 years with an option for two
additional years at our discretion. Our leased facility is well-maintained and in good
operating condition. We believe that our facility has adequate capacity to meet the
demands of anticipated growth. Prior to our Merger with Bestfood, and following the
acquisition of control of the Company by Allen Weintraub, the Company used space in this
facility for its offices, during which time it had no operations and was pursuing business
opportunities.

During the fiscal ended December 31, 1998, in connection with the
Company's prior automotive operations, we leased on a month-to-month basis 22,500 square
feet of office, manufacturing, assembly, office and warehouse space in Green Cove Springs,
FL, at a cost of $6,075 per month from an unrelated party. The month-to-month lease was
terminated in 1999 when Vector ceased all operations related to its automotive business.
See the disclosure in the Company's Form 10-KSB/A for its year ended December 31, 1999
filed on November 2, 2000.

ITEM 3. LEGAL PROCEEDINGS

The disclosure in Item 3 relates to proceedings involving the the
Company related to the operations of the automotive business.

In T-n-A Custom Auto Trim, Inc., v. Vector Aeromotive Corporation (Case
Number 96-2539-CA-CV-G), filed on or about May 28, 1996, in the Circuit Court, Duval
County, Florida, plaintiff brought action for damages for breach of contract arising out
of a contract for Custom Trim to provide material and labor for components of automobiles
manufactured by the Company, which never were manufactured. The amount of damages sought
is unspecified and to be determined at trial. The Company had been vigorously defending
this case, with a jury trial set for April 20,1998. We engaged counsel to defend this
action and settlement discussions commenced. We do not believe that the action has merit.
However, the outcome of this action cannot be determined at this time and it is possible
that a judgment could have a material and adverse effect upon us.

There is presently pending an action in the Circuit Court of the 4th
Judicial Circuit, Duval County, FL, Mahoney, Adams & Kreiser, P.A. v. Vector
Automotive Corporation, seeking recovery of $35,000 in legal fees. We believe that we have
meritorious defenses against the plaintiff but we cannot at this time determine with any
certainty whether we will prevail on the merits or whether any judgment against us will
have a material adverse effect on us. The amount of damages sought by this defendant is
included as a liability on our balance sheet. Reference is made to Note 8 to the Notes to
Condensed Financial Statements which are included in the Annual Report on Form 10-KSB/A
for the year ended December 31, 1999.

Other than as described above, we are not a party to any material legal
proceedings.

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

No matter was submitted during the fiscal years ended December 31, 2000
or 1999 covered by this Annual Report to a vote security holders through the solicitation
of proxies or otherwise.

PART II

ITEM 5. MARKET FOR COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

On April 6, 2000 our Shares were delisted from the OTC:BB and limited
trading commenced on the "pink sheets". Following the 1 for 100 Share
recapitalization and the change of our name to Vector Holdings Corporation, the symbol was
changed to "VHLD". The following table sets forth the high and low closing bid
prices for our Shares on the Pink Sheets as of March 20, 2001, the price quoted on the
pink sheets for each calendar quarter for the prior two years and the subsequent interim
periods prior to this Annual Report. Following the delisting of our shares on April 6,
2000 from the OTC:BB, our Shares did not trade actively and we do not believe that there
was significant trading activity, if any, in our Shares since that date, notwithstanding
the fact that our Shares have been quoted from time to time on the "pink
sheets". As a result, while the table below indicates that our Shares were quoted
  $1.00 for the high and low bid price following the delisting of our Shares from the
OTC:BB on April 6, 2000, we do not believe that any Shares were publicly traded at such
price. There are no market makers currently making a market in our Shares and our Shares
are not being quoted by the National Quotation Bureau or the electronic pink sheets. Also,
the prices reflected below for prior periods are interdealer prices, without retail
markup, markdown or commissions, and may not necessarily represent actual transactions.

|                                                                                                                                                                                                                                                                                                                                                    | High  | Low  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----- | -----
|CALENDAR
    1999                                                                                                                                                                                                                                                                                                                                   |       |      
|First
    Quarter Ending March 31,                                                                                                                                                                                                                                                                                                                  | $.375 | $.30 
|Second
    Quarter Ending June 30,                                                                                                                                                                                                                                                                                                                  | $.375 | $.187
|Third
    Quarter Ending September 30,                                                                                                                                                                                                                                                                                                              | $.250 | $.170
|Fourth
    Quarter Ending December 31,                                                                                                                                                                                                                                                                                                              | $.187 | $.04 
|                                                                                                                                                                                                                                                                                                                                                    |       |      
|CALENDAR
    2000                                                                                                                                                                                                                                                                                                                                   |       |      
|First
    Quarter Ending March 31,                                                                                                                                                                                                                                                                                                                  | $.500 | $.040
|Second
    Quarter Ending June 30,                                                                                                                                                                                                                                                                                                                  | $.150 | $.001
|Third
    Quarter Ending September 30 (*),                                                                                                                                                                                                                                                                                                          | $1.00 | $.001
|Fourth
    Quarter Ending December 31,                                                                                                                                                                                                                                                                                                              | $1.00 | $1.00
|                                                                                                                                                                                                                                                                                                                                                    |       |      
|CALENDAR 2001                                                                                                                                                                                                                                                                                                                                       |       |      
|Period
    Ending March 26                                                                                                                                                                                                                                                                                                                          | $1.00 | $1.00
|(*) On July
    11, 2000, we had a 1 for 100 reverse stock split and the price of the shares reflects this
    share recapitalization. The trading market for our Shares of common stock is very inactive
    and limited and we have not been able to determine whether any Shares were actually
    publicly traded at the quoted price of $1.00.

On March 20, 2001, there were approximately 530 holders of record of
Common Stock (excluding holders whose securities were held in street or nominee name).

From inception to date, we have not paid a dividend on our Shares. We
currently have no funds from which to pay dividends and as of December 31, 2000 and 1999
our Total Stockholders Deficit was $38,851,305 and $39,426,472, respectively. We do
not expect for the foreseeable future that any dividends will be paid. In fact, under
Section 78.288 of the Nevada Revised Statutes, no distribution or payment of
dividend  may be made if, after giving it effect: (a) The corporation would not
be able to pay its debts as they become due in the usual course of business; or (b) except
as otherwise specifically allowed by the articles of incorporation, the corporation's
total assets would be less than the sum of its total liabilities plus the amount that
would be needed, if the corporation were to be dissolved at the time of distribution, to
satisfy the preferential rights upon dissolution of stockholders whose preferential rights
are superior to those receiving the distribution.

RECENT SALES OF UNREGISTERED SECURITIES

The following information is given with regard to unregistered Shares
sold by the Company during the past three years, including the dates and amounts of
securities sold; the persons or class of persons to whom we sold the securities; the
consideration received in connection with such sales and if the securities were issued or
sold other than for cash, the description of the transaction and the type and amount of
consideration received. Each of the following transactions was subsequent to the 1 for 100
reverse stock split.

|Date                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Title  | Amount
    of Securities Sold | Persons                        | Cash
    or Non Cash Consideration
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------ | ----------------------------- | ------------------------------ | ----------------------------------
|7/12/2000                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Common | 714,286
    Shares            | Allen
    Weintraub (1)        | Partial
    Debt Conversion       
|7/12/2000                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Common | 100,000
    Shares            | Scott
    Curtis (1)           | Partial
    Debt Conversion       
|7/12/2000                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Common | 100,000
    Shares            | Timothy
    Owens (1)          | Pursuant
    to Debt Conversion   
|7/21/2000                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Common | 175,000
    Shares            | Karl
    Schumer (2)           | Services
    at $.10 per Share    
|9/20/2000                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Common | 36,000
    Shares             | Francine
    Holzer (3)        | Cash
    of $.50 per Share        
|9/20/2000                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Common | 20,000
    Shares             | Charles,
    Carol Premone (3) | Cash
    of $.50 per Share        
|9/27/2000                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Common | 100
    Shares                | Francine Mahabir (3)           | Cash
    of $1.00 per Share       
|12/15/2000                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Common | 2,000,000 Shares              | Allen Weintraub (4)            | Acquisition of Bestfood           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(1) The initial 914,286
    Shares issued to Messrs. Weintraub, Curtis and Owens were issued in connection with the
    transaction dated December 27, 1999 which involved the change in control of the
    Company,  and the conversion of debt and accrued interest by Messrs. Weintraub,
    Curtis and Owens in the amount of  $968,849 at July 11, 2000. The debt was converted
    into the right to receive a total of 4,096,576 shares of unregistered common stock, or
    $.2365 per share. To date only 914,286 of such Shares have been issued with a restrictive
    legend to Messrs. Weintraub, Curtis and Owens pursuant to Section 4 (2) under the Act
    relating to partial conversion of debt. In connection of the partial conversion of
    debt,  the aggregate value of the 714,286 Shares issued to Mr. Weintraub was $168,929
    and the aggregate value of the 100,000 Shares issued to each of Messrs. Curtis and Owens
    was $23,650 each, based upon the amount of the debt with accrued  interest  
    through July 12, 2000. An additional 3,182,290 Shares are due to be issued in connection
    with the conversion of debt, which debt relates to the acquisition of control of the
    Company. The additional 3,182,290 shall be issued to the three principals who acquired
    control of the Company or their assignees, at such time as the Company's board of
    directors determines. See Note 3, Note Payable-Related Party, Notes to Financial
    Statements, " and Item 11, "Security Ownership of Certain Beneficial Owners and
    Management" and Item 12, "Certain Relationships and Related Transactions".
|(2) The 175,000 shares
    issued to Karl Schumer were issued as compensation for services provided to us in
    connection with his serving as an officer and director. The shares were issued with a
    legend based upon the exemption provided under Section 4 (2) of the Act and were valued at
    $.10 per share. This valuation is not based upon any actual trading market, which did not
    exist at the date of the transaction and therefore was arbitrarily determined by
    management.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(3) The shares issued
    and sold for cash consideration to these private investors were sold in reliance upon the
    exemption provided under Section 4 (2) of the Act. The cash consideration paid to the
    Company was not based upon any actual trading market, which did not exist at the date of
    the transactions and therefore was arbitrarily determined by management. Mr. and Mrs.
    Premone are the in-laws of Mr. Weintraub and Mr. Weintraub disclaims any beneficial
    interest in their Shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(4) In contemplation of the Merger of the Company and
    Bestfood, 2,000,000 Shares were issued to Allen Weintraub in December 2000 and 2,000,000
    Shares are subject to issuance to Allen Weintraub by action of the board of
    directors.  These Shares were issued and are to be issued in reliance upon the
    exemption provided under Section 4 (2) of the Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATIONS

General

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

This Annual Report for our year ended December 31, 2000,  includes
as exhibit 99.1 the unaudited combined financial statements reflecting the Merger of the
Company and Bestfood. The  the pro forma condensed balance sheet which assumes the
Merger took place on January 1, 2000 and combines the December 31, 2000 balance sheet of
the Company with the December 31, 2000 balance sheet of Bestfood.  We are also filing
our Form 8-K/A containing the audited financial statements of Bestfood for its years ended
December 31, 2000 and 1999 as required under Section 210.3-05 of Regulation S-X. As  
noted above, we will file in our first quarter Form 10-QSB the consolidated financial
statements for the Company and Bestfood.

We are filing this Annual Report for the year ended December 31, 2000
which contains our audited financial statements for 2000 and 1999, and also contains
complete updated disclosure for the periods subsequent to the year ended December 31, 2000
under all items other than the financial statements. We are seeking to become current
under reporting requirements of the Exchange Act by the filing this Annual Report for the
year ended December 31, 2000 with audited financial statements for the years ended
December 31, 2000 and 1999.

We are disclosing in this Annual Report for the year ended December 31,
2000 that we had no business operations during 2000 and 1999, nor have we generated any
revenues since the year ended December 31, 1998. Further at or about the end of the second
quarter ended June 30, 1999 we closed the offices and facilities in Green Cove Springs, FL
used in connection with the discontinued automotive operations. As of the date of our
filing of this Annual Report due under the Exchange Act, we have completed the Merger with
Bestfood as described above in Part I, Item 1, "Description of Business" and in
our Form 8-K filed January 18, 2001.

Results of Operations for the Years Ended December 31, 2000 and 1999

During the year ended December 31, 2000 and December 31, 1999, we had
no income from operations. We had net income of $486,459 (basic net income of $.36 per
share) for the year ended December 31, 2000 which compares to a net income of $497,544
(basic net income of $4.64 per share) for the year ended December 31, 1999 which net
income for each period was the result of forgiveness of debt in the amount of $568,589 in
2000 and 853,057 in 1999. During the year ended December 31, 2000 we incurred general and
administrative operating expenses of $64,313. Our operating expenses for the year ended
December 31, 1999 were $290,266, mainly comprised of $217,712 for general and
administrative expense, $72,201 for research and development expense and $353 for
marketing. Non-operating expenses during the year ended December 31, 2000 and 1999
consisted of interest expenses of $47,817 and $90,079, respectively.

Liquidity and Capital Resources

At December 31, 2000 and 1999, we had cash and cash equivalents of $84
and $55, respectively. At December 31, 2000, we had total current assets of $60,608 of
which $60,524 was due from a related affiliate, Allen Weintraub. We had non-current assets
of $25,400 including a $17,000 security deposit.

Our current liabilities at December 31, 2000 and December 31, 1999 were
$155,362 and 381,742, respectively. We had accrued expenses of $120,362 for the year ended
December 31, 2000. Our long-term liabilities decreased by 529,072 or 31%. This decrease
was mainly due to a reduction in our note payable to Lamborghini. In addition, in
connection with the acquisition of control of the Company by Messrs. Weintraub, Curtis and
Owens, they were assigned rights under a promissory note payable by the Company to
American Dream International Limited ("American"). In July, 2000, they converted
$216,229 of the debt plus accrued interest under the American note at that date equal to
  $968,849 into 914,226 Shares. The remaining debt and accrued interest of
approximately $752,620 is convertible into 3,182,290 Shares. See Note 3, Note
Payable-Related Party, to the Notes to Financial Statements.

Net cash used in operating activities by us in 2000 and 1999 totaled
$146,556 and $271,570, respectively. Our sole financing activities during the fiscal year
ended December 31, 2000 consisted of a non-cash transaction related to a note payable from
related parties totaling $122,685 and $28,100 from the sale of common stock and totaled
$150,785. During the year ended December 31, 1999 our cash flows from financing activities
resulted from proceeds from the sale of common stock in the amount of $271,557. Our cash
used in investing activities consisted of capital expenditures for computer equipment
$4,200. There were no investing activities in 1999. See also Item 7, Financial Statements,
and the Notes to Financial Statements.

At December 31, 2000 and 1999, we had an accumulated deficit of
$38,851,305 and 39,426,472, respectively.

In addition to the above mention financing activities, the
Company received funds for working capital from its President/Principal shareholder.

New Accounting Standards

In 2000 and 1999, the Company was subject to the provisions of
Statement of Financial Accounting Standards No. 130 ("SFAS 130"),
"Reporting Comprehensive Income" and Statement of Financial Accounting Standards
No. 131 ("SAFA 131"), "Disclosures about Segments of an Enterprise and
Related Information." Neither statement had any impact on the Company's financial
statements as the Company does not have any "comprehensive income" type earnings
(losses) and its financial statements reflect how the "key operating decisions
maker" views the business. The Company will continue to review these statements over
time, in particular SFAS 13 1, to determine if any additional disclosures are necessary
based on evolving circumstances. At the date of this report, we have no operations.

ITEM 7. FINANCIAL STATEMENTS

|VECTOR
    HOLDINGS CORPORATION             
|--------------------------------------------
|(FORMERLY
    VECTOR AEROMOTIVE CORPORATION)
|                                            
|TABLE OF
    CONTENTS                       
|                                            

|                                                            |   
|----------------------------------------------------------- | --
|INDEPENDENT AUDITOR'S REPORT                                | 22
|FINANCIAL STATEMENTS                                        |   
|Balance Sheets                                              | 22
|Statements of Operations                                    | 23
|Statements of Changes in Stockholders
    Equity (Deficit) | 24
|Statements of Cash Flows                                    | 25
|Notes to Financial Statements                               | 26



|The Board of Directors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Vector Holdings Corporation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|P. O. Box 800303                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|Aventura, FL 33280Members
    of the Board:
    We have audited the accompanying balance sheets of
    Vector Holdings Corporation as of December 31, 2000 and 1999 and the related statements of
    operations, changes in stockholders equity (deficit) and cash flows for the years
    then ended. These financial statements are the responsibility of Companys
    management. Our responsibility is to express an opinion on these financial statements
    based on our audit.
    We conducted our audit in accordance with generally
    accepted auditing standards. Those standards require that we plan and perform the audit to
    obtain reasonable assurance about whether the financial statements are free of material
    misstatement. An audit includes examining, on a test basis, evidence supporting the
    amounts and disclosures in the financial statements. An audit also includes assessing the
    accounting principles used and significant estimates made by management, as well as
    evaluating the overall financial statement presentation. We believe that our audit
    provides 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 Vector Holdings
    Corporation as of December 31, 2000 and 1999, and the results of its operations, its
    changes in stockholders equity (deficit) and its cash flows for the years then ended
    in conformity with generally accepted accounting principles.
    Boca Raton, Florida

|/s/ Grassano Accounting, P.A.     
|----------------------------------
|Boca Raton, Florida, March 7, 2001



|VECTOR HOLDINGS CORPORATION              
|-----------------------------------------
|(FORMERLY VECTOR AEROMOTIVE CORPORATION) 
|BALANCE SHEETS DECEMBER 31, 2000 AND 1999
|                                         
|                                         
|ASSETS                                   
|CURRENT
    ASSETS                       
|Cash                                     
|Due from Affiliate                       
|TOTAL CURRENT ASSETS                     
|                                         
|PROPERTY
    AND EQUIPMENT               
|Office Equipment                         
|Less: Accumulated Depreciation           
|NET PROPERTY AND EQUIPMENT               
|                                         
|OTHER
    ASSET                          
|Security Deposits                        
|TOTAL ASSETS                             

|                                                                                                       |              |  |             
|------------------------------------------------------------------------------------------------------ | ------------ |  | ------------
|LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)                                                           |              |  |             
|                                                                                                       |              |  |             
|CURRENT
    LIABILITIES                                                                                |              |  |             
|Interest Payable                                                                                       | $ -          |  | $196,380    
|Settlement Payable                                                                                     | 35,000       |  | 35,000      
|Accrued Expenses                                                                                       | 120,362      |  | 150,362     
|TOTAL CURRENT LIABILITIES                                                                              | 155,362      |  | 381,742     
|                                                                                                       |              |  |             
|LONG
    TERM LIABILITIES                                                                              |              |  |             
|Note Payable-Related Party                                                                             | 857,806      |  | 729,581     
|Notes Payable-Lamborghini                                                                              | 335,403      |  | 992,700     
|TOTAL LONG TERM LIABILITIES                                                                            | 1,193,209    |  | 1,722,281   
|TOTAL LIABILITIES                                                                                      | 1,348,571    |  | 2,104,023   
|                                                                                                       |              |  |             
|STOCKHOLDERS'
    EQUITY (DEFICIT)                                                                     |              |  |             
|Common Stock, $0.001 Par Value, 600,000,000 Shares                                                     |              |  |             
|Authorized, 3,252,664 Shares Issued and Outstanding in 2000                                            |              |  |             
|and 107,297 Shares Issued and Outstanding in 1999.                                                     | 3,253        |  | 107         
|Preferred Stock, $0.10 Par Value, Non-Voting,                                                          |              |  |             
|5,000,000 Shares Authorized, 0 Shares Issued & Outstanding                                             | -            |  | -           
|Additional Paid in Capital                                                                             | 37,581,079   |  | 37,322,397  
|Retained Earnings (Accumulated Deficit)                                                                | (38,851,305) |  | (39,426,472)
|TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                                                   | (1,266,973)  |  | (2,103,968) 
|TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                                                               |              |  |             
|(DEFICIT)                                                                                              | $81,598      |  | $55         
|The accompanying Notes to Financial Statements are an
    integral part of these Financial Statements.



|VECTOR HOLDINGS CORPORATION                                                                           
|------------------------------------------------------------------------------------------------------
|(FORMERLY VECTOR AEROMOTIVE CORPORATION)                                                              
|STATEMENTS OF OPERATIONS                                                                              
|FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999                                                        
|                                                                                                      
|                                                                                                      
|SALES                                                                                                 
|COST OF
    SALES                                                                                     
|GROSS
    PROFIT                                                                                      
|                                                                                                      
|OPERATING
    EXPENSES                                                                                
|Marketing                                                                                             
|Research and Development                                                                              
|General and Administrative                                                                            
|TOTAL OPERATING EXPENSES                                                                              
|                                                                                                      
|INCOME
    (LOSS) FROM OPERATIONS                                                                     
|                                                                                                      
|OTHER
    INCOME AND EXPENSE                                                                          
|Forgiveness of Debt                                                                                   
|Miscellaneous Income                                                                                  
|Interest Expense                                                                                      
|TOTAL OTHER INCOME AND EXPENSE                                                                        
|                                                                                                      
|NET INCOME (LOSS) BEFORE PROVISION                                                                    
|FOR INCOME TAXES                                                                                      
|                                                                                                      
|Provision
    for Income Taxes                                                                        
|                                                                                                      
|NET INCOME (LOSS)                                                                                     
|                                                                                                      
|NET
    INCOME (LOSS) PER COMMON SHARE                                                                
|Basic                                                                                                 
|Diluted                                                                                               
|                                                                                                      
|SHARES
    USED IN COMPUTING NET INCOME                                                               
|(LOSS)
    PER COMMON SHARE                                                                           
|Basic                                                                                                 
|Diluted                                                                                               
|The accompanying Notes to Financial Statements are an
    integral part of these Financial Statements.



|VECTOR
    HOLDINGS CORPORATION                           
|----------------------------------------------------------
|(FORMERLY VECTOR AEROMOTIVE CORPORATION)                  
|STATEMENT OF
    CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
|FOR THE
    YEARS ENDED DECEMBER 31, 2000 AND 1999        

|                                                                                                       |              |          |               | Retained      | Accumulated   |                 
|------------------------------------------------------------------------------------------------------ | ------------ | -------- | ------------- | ------------- | ------------- | ----------------
|                                                                                                       |              |          | Additional    | Earnings      | Other         | Total           
|                                                                                                       | Common Stock | Paid In  | (Accumulated) | Comprehensive | Stockholders'
|                                                                                                       | # Shares     | Amount   | Capital       | Deficit       | Income        | Equity (Deficit)
|Balance
    at December 31, 1998                                                                       | 53,639,599   | $536,396 | $36,786,108   | ($39,551,391) | $ -           | ($2,228,887)    
|Reverse
    stock spilt 1 to 100                                                                       | (10,620,641) | (10,629) | 10,620        | -             | -             | -               
|Net
    Income                                                                                         | -            | -        | -             | 497,544       | -             | 497,544         
|Balance
    at December 31, 1999                                                                       | 107,279      | 108      | 37,322,398    | (39,426,472)  | -             | (2,103,968)     
|Issued
    914,286 share exchange note                                                                 | 914,286      | 914      | 215,315       | -             | -             | 216,229         
|Issued
    175,000 shares for legal fees                                                               | 175,000      | 175      | 17,325        | -             | -             | 17,500          
|Sold
    56,000 shares at $.50                                                                         | 50,000       | 50       | 27,944        | -             | -             | 28,000          
|Sold 100
    shares at $1.00                                                                           | 100          | -        | 100           | -             | -             | 100             
|Issued
    2,000,000 shares purchase deposit                                                           | 2,000,000    | 2,000    | (2,000)       | -             | -             | -               
|Purchase
    fractional shares                                                                         | (1)          | -        | (1)           | -             | -             | (1)             
|Net
    Income for 2000                                                                                | -            | -        | -             | 486,459       | -             | 575,167         
|Balance
    at December 31, 2000                                                                       | 3,252,664    | $3,253   | $37,581,079   | ($38,940,013) | $88,708       | ($1,266,973)    
|The accompanying Notes to Financial Statements are an
    integral part of these Financial Statements.



|VECTOR HOLDINGS CORPORATION                                                                           
|------------------------------------------------------------------------------------------------------
|(FORMERLY VECTOR AEROMOTIVE CORPORATION)                                                              
|STATEMENT OF CASH FLOW                                                                                
|FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999                                                        
|                                                                                                      
|                                                                                                      
|                                                                                                      
|CASH
    FLOWS FROM OPERATING ACTIVITIES:                                                             
|Net Income (Loss)                                                                                     
|Adjustments to Reconcile Net Income (Loss) to                                                         
|Net Cash Used in Operating Activities                                                                 
|Depreciation and Amortization                                                                         
|Forgiveness of Debt                                                                                   
|Increase in Due from Affiliate                                                                        
|Decrease in Security Deposits                                                                         
|Decrease (Increase) in Inventory                                                                      
|Decrease (Increase) in Receivable-EPA                                                                 
|Decrease (Increase) in Prepaid Insurance                                                              
|Increase in Interest Payable                                                                          
|Decrease in Accrued Expenses                                                                          
|NET CASH USED IN OPERATING ACTIVITIES                                                                 
|                                                                                                      
|CASH
    FLOWS FROM INVESTING ACTIVITIES                                                              
|Purchases of Office Equipment                                                                         
|                                                                                                      
|NET CASH USED IN INVESTING ACTIVITIES                                                                 
|                                                                                                      
|CASH
    FLOWS FROM FINANCING ACTIVITIES                                                              
|Proceeds from Note Payable-Related Party (net)                                                        
|Sale of Common Stock                                                                                  
|NET CASH PROVIDED BY FINANCING ACTIVITIES                                                             
|                                                                                                      
|NET
    INCREASE (DECREASE) IN CASH                                                                   
|CASH,
    BEGINNING OF YEAR                                                                           
|CASH,
    END OF YEAR                                                                                 
|                                                                                                      
|SUPPLEMENTAL
    DISCLOSURES OF CASH FLOW INFORMATION                                                 
|Cash
    paid during the year for:                                                                    
|Interest                                                                                              
|Income
    Taxes                                                                                      
|The accompanying Notes to Financial Statements are an
    integral part of these Financial Statements.



|VECTOR HOLDINGS CORPORATION                 
|--------------------------------------------
|(FORMERLY VECTOR AEROMOTIVE
    CORPORATION)
|NOTES TO FINANCIAL STATEMENTS               
|DECEMBER 31, 2000 AND 1999                  

NOTE I - SUMMARY OF SIGNIFICANT ACCOUNTANT POLICIES

Nature of Business

Vector Holding Corporation (formerly Vector Aeromotive Corporation)
(the "Company") was incorporated December 23, 1988 under the laws of the State
of Nevada. The Company was engaged in the design, development, manufacturing and marketing
of exotic sports cars. The Company suspended operations in November 1996. On July 22,
1997, the Company entered into a restructuring agreement (see Note 2) which resulted in
the Companys resuming operations on a limited basis. This resumption of operations
was not successful. The last vehicle sold was in December 1998, and all operations ceased
on July 31, 1999.

Property, Equipment and Depreciation

Property and equipment is stated at cost. Depreciation is provided over
the estimated useful asset lives using the straight-line method.

Impairment of Long-Lived Assets

Statement of Financial Accounting Standards No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of,"
issued by the Financial Accounting Standards Board, establishes new guidelines regarding
when impairment losses on long-lived assets, which include property and equipment and
certain identifiable intangible assets and goodwill, should be recognized and how
impairment losses should be measured. The adoption of this standard had no material effect
on the Companys financial position or results of operations.

Income Taxes

Since inception, the Company has maintained a fiscal year ending on
each 31st day of December. Provisions for income taxes have not been presented as there is
no taxable income after consideration of net operating losses, and there are no timing
differences.

Research and Development Costs

Research and development costs are expensed as incurred. During the
year ended December 31, 1999, research and development costs were approximately $72,201.

Earnings Per Common Share

The Company adopted Statement of Financial Accounting Standard No. 128
("FAS 128"), Earnings Per Share for the periods of these financial
statements. Basic earnings per common share is computed using the weighted average number
of common shares outstanding. Diluted earnings per common share is computed using the
weighted average number of shares outstanding adjusted for the 3,182,290 shares not issued
in exchange for the Note Payable-Related Party. The shares were also numbered as though
the July 2000 reverse stock split occurred on January 1, 1999.

Recent Accounting Pronouncements

In 2000 and 1999, the Company was subject to the provisions of
Statement of Financial Accounting Standards No. 130 ("SFAS 130"),
"Reporting Comprehensive Income" and Statement of Financial Accounting Standards
No. 131 ("SAFA 131"), "Disclosures about Segments of an Enterprise and
Related Information." See Note 6 for other comprehensive income. Statement 131 had no
impact on the Companys financial statements as the Companys financial
statements reflect how the "key operating decisions maker" views the business.
The Company will continue to review this statement over time to determine if any
additional disclosures are necessary based on evolving circumstances.

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 disclosure of contingent assets
and liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ from those
estimates.

Fair Value of Financial Instruments

The carrying amount of cash, accounts receivable and accounts payable
approximates fair value due to the short term maturity of these instruments.

NOTE 2 - ACCRUED EXPENSES

Accrued expenses consist of the following at December 31:

|            | 2000     |  | 1999    
|----------- | -------- |  | --------
|Audit Fees  | $ 20,262 |  | $ 20,262
|Warranty    | -        |  | 30,000  
|Guzzler Tax | 100,100  |  | 100,100 
|            | $120,362 |  | $150,362

NOTE 3  NOTE PAYABLE  RELATED PARTY

As part of a restructuring agreement in 1997, American Dream International Limited
("American") advanced the Company $729,581 as of December 27, 1999. On that
date, a privately held corporation acquired Americans note and accrued interest. As
of July 11, 2000, the accrued interest amounted to $239,268, of which $216,229 was
exchanged for 914,286 shares of common stock (see Note 5). The remaining $752,620 of note
and interest is convertible into and it is agreed that such debt shall be converted into
and be exchanged for an additional 3,182,290 shares of common stock.

NOTE 4  NOTES PAYABLE  LAMBORGHINI

As of July 22, 1997, the Company was indebted to Automobili Lamborghini S.p.A.
("Lamborghini") for $424,111 and to Automobili Lamborghini, U.S.A., Inc. for
$568,589. The notes were none interest bearing. At the end of 1997, Lamborghini, U.S.A.
ceased to exist, and its operations and assets were taken over by Audi A.G., who wrote off
Lamborghini, U.S.A.s receivables. The Company received notice that as of December
31, 2000, Lamborghini only recognized indebtedness of $335,403 (691,366,512 Lira).
Consequently, the Lamborghini, U.S.A. note evidently has been forgiven, and the reduction
of the Lamborghini note is due to foreign exchange translation.

NOTE 5  STOCK TRANSACTIONS

Common Stock

The Company initially authorized 600,000,000 shares of $0.01 par value
common stock. As of December 31, 1998, the Company changed the par value to $0.001 with
the same number of authorized shares, declared a 1 to 5 reverse stock split, and had
10,727,920 shares issued and outstanding. On May 15, 2000, the Company declared a 1 to 100
reverse stock split. On July 11, 2000, the Company issued 914,286 shares of common stock
in exchange for $216,229 of accrued interest on a related party note (see Note 3). The
Company also authorized an additional 3,182,290 shares to be exchanged for the above
mentioned note and the remaining accrued interest. Also on July 11, 2000, the Company
elected to acquire a privately held gourmet food company and distributor, for $25,000,000
in restricted common stock. As good faith, the Company issued 2,000,000 shares of
restricted common stock to the sole owner of the food company as a non-refundable deposit
to be applied toward the purchase price. This acquisition shall close in 2001. On July 21,
2000, 175,000 shares of common stock were issued to an attorney in exchange for legal
services at $.10 per share. On September 20, 2000, the Company sold 56,000 shares of
common stock for $.50 per share. On September 27, 2000, the Company sold 100 shares of
common stock for $1.00 per share.

Preferred Stock

The Company has authorized 5,000,000 shares of $0.10 par value,
non-voting preferred stock.

During 1997, the Company designated 9,927 shares of its preferred stock
as Series A cumulative preferred stock (Series A Stock). Upon issuance, Series A Stock
will be redeemable at a redemption price of $100 per share plus any accumulated and unpaid
dividends beginning nine months after the stock is issued. The Company may redeem the
Series A stock at any time at the redemption price plus any accumulated unpaid dividends.
The Series A Stock will have rights senior to any other security currently issued by the
Company and will be classified as a liability on the Companys balance sheet.
Dividends will be cumulative and are payable on a quarterly basis. The dividend rate is
based on the current LIBOR rate as defined in the agreement. As of December 31, 2000, no
preferred stock has been issued by the Company.

So long as any Series A is outstanding, the Company may not declare any
dividend, make a distribution, or purchase, acquire or set aside any money for the
purchase or redemption of any shares of stock with rights junior to the Series A Stock
unless all Series A dividends have been paid or duly provided for and all amounts with
respect to the mandatory redemption provisions of the Series A stock have been paid or
duly provided for.

Upon liquidation of the Company for any reason, the holders of the
Series A Stock are entitled to be paid out of the assets available for the distribution to
its shareholders before any payment to other security holders are made. The amounts to be
paid to the Series A stockholders shall include all unredeemed shares at $100 per share
plus all accumulated and unpaid dividends.

Under certain circumstances generally related to the sale of all of the
Companys assets or merger or consolidation of the Company, the holders of the Series
A securities may require the Company to redeem all or any portion of the outstanding
Series A. Stock.

The holders of the Series A Stock have no voting power unless dividends
remain unpaid for a period of one and one-half years, at which time the Series A holders
may vote for the election of up to two directors.

NOTE 6  OTHER COMPREHENSIVE INCOME

The change in other comprehensive income is as follows for the years
ending December 31:

|                                                       | 2000    |  | 1999
|------------------------------------------------------ | ------- |  | ----
|Foreign Translation Adjustment of Note, net of
    tax | $88,708 |  | $ - 
|Other Comprehensive Income                             | $88,708 |  | $ - 

NOTE 7 - PROVISION FOR (BENEFIT FROM) INCOME TAXES

The provision for (benefit from) income taxes consists of the following:

2000
    
    1999FederalCurrent Provision
    $155,589
    
    $159,954Current Benefit from NOL
    (155,589)
    
    (195,954)Deferred
    -
    
    -Total
    $-
    
    $-StateCurrent Provision
    26,343
    
    27,090Current Benefit from NOL
    (26,343)
    
    (27,090)Deferred
    -
    
    -Total
    $-
    
    $-


Financial Accounting Standards No. 109 (FAS 109), "Accounting for Income
Taxes," requires an assets and liability approach that requires the recognition of
deferred tax assets and liabilities for the expected future tax consequences of events
that have been recognized in the Company's financial statements or tax returns. The
components of the net deferred tax assets consist of the following.

2000
    
    1999Deferred tax assets:Net operating loss carryforwards
    $13,529,000
    
    $13,761,000Tax credit carryforwards
    777,000
    
    777,000Litigation accrual
    14,000
    
    14,000Gross deferred income tax assets
    14,320,000
    
    14,522,000Valuation allowance
    (14,320,000)
    
    (14,522,000)Total deferred income tax assets
    $-
    
    $-


The Company had unused net operating losses for income tax purposes, expiring in
various amounts from 2003 through 2014, of approximately $34,691,000 at December 31, 2000
for carryforward against future years taxable income. The Company has research and
development tax credit carryforwards of approximately $777,000 which expire between 2005
and 2008. However, as a result of the Companys change of control (See Note 10),
these NOLs and tax credits will be limited each year under the provisions of Sections 382
and 383 of the Internal Revenue Code of 1986, as amended.

The tax benefit of these losses has been offset by a valuation
allowance since management cannot determine that it is more likely than not it will be
realized. The valuation allowance decreased by $232,000 and by $303,000 during the years
ended December 31, 2000 and 1999, respectively.

NOTE 8 LITIGATION

As of December 31, 2000, the Company faces several lawsuits, two filed by former
vendors and one from a customer. The Company believes that adequate provision has been
made for any judgments that may be awarded against the Company. As of March 7, 2001, none
of these lawsuits had been resolved.

NOTE 9 SUPPLEMENTAL CASH FLOW INFORMATION

For the year ended December 31, 1999, the following non-cash activities occurred. On
July 31, 1999, American seized all of the Companys property and equipment and
inventory whose cost reduced the American note:

|Book Value of Property and Equipment | $57,547 
|------------------------------------ | --------
|Cost of Raw Materials Inventory      | 178,478 
|Cost of WIP Inventory                | 160,981 
|Total Reduction of American Note     | $397,006

For the year ended December 31, 2000, the following non-cash activities occurred. On
July 11, 2000, $216,229 of the accrued interest on the related party note payable was
converted into 914,286 shares of common stock. On July 21, 2000, 175,000 shares of common
stock were issued in payment of legal services.

NOTE 10  LEASE COMMITMENT

On August 14, 2000, the Company signed a three-year lease for office
and warehouse space in a building in Miami, Florida. Although the Company is obligated by
this lease, its affiliate and an unrelated company have been utilizing the space and
paying the rent. The following amounts are due as of December 31:

|2001 | $96,548 
|---- | --------
|2002 | 99,444  
|2003 | 76,249  
|     | $272,241

NOTE 11  SUBSEQUENT EVENT

On January 3, 2001, the Company entered into an agreement with a
private company, Bestfoodonline.com, Inc., to acquire it in a stock for stock exchange.
2,000,000 shares of common stock were issued as a deposit on this transaction. Form 8-K
was filed on January 18, 2001 detailing this transaction.

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

None.

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

|**Name**                                                                                                                                                               | **Age** | **Position**             | **Term**    
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------- | ------------------------ | ------------
|Allen Weintraub                                                                                                                                                        | 35      | President, CEO, Director | One Year (*)
|Karl Schumer                                                                                                                                                           | 32      | V-P, Secretary, Director | One Year (*)
|(*) Messrs.
    Weintraub and Schumer have been elected as directors to serve for a term of one year or
    until their successors shall be elected and shall qualify.

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

Karl Schumer, an attorney admitted to
practice in the State of Florida, has served as our V-P, Secretary and a director since
July 2000. During the past five years, Mr. Schumer has been engaged in the private
practice of law with offices in Miami, FL.

Section 16(a) Beneficial Ownership Reporting Compliance.

|Name of Officer/Director | Forms Not Filed
|------------------------ | ---------------
|Allen Weintraub          | Forms 3 and 4  
|Karl Schumer             | Forms 3 and 4  

ITEM 10. EXECUTIVE COMPENSATION.

|                                    |      |                     |        |                               | Long Term Compensation |                                      
|----------------------------------- | ---- | ------------------- | ------ | ----------------------------- | ---------------------- | -------------------------------------
|                                    |      | Annual Compensation | Awards | Payouts                       |                       
|(a)                                 | (b)  | (c)                 | (d)    | (e)                           | (f)                    | (g)                                  
|Name and Principal
    Position     | Year | Salary              | Bonus  | Other Annual
    Compensation | Restricted Stock Award | Securities Underlying
    Options/SAR
|                                    |      | ($)                 | ($)    | ($)                           | ($)                    | (#)                                  
|Allen Weintraub,
    President, CEO | 2000 | *                   | 0      | 0                             | 0                      | 0                                    
|Karl Schumer, V-P and
    Secretary | 2000 | $17,500**           | 0      | 0                             | 0                      | 0                                    

|* Mr. Weintraub has agreed in principal
    with the Company that he shall be paid annual compensation of $225,000. The Company has
    the option to pay the compensation in cash and/or in stock. To date no compensation has
    been paid nor accrued.                                                                                   
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|**Mr. Schumer was issued 175,000 shares
    of restricted Common Stock in consideration for his services as V-P, Secretary and a
    director, valued at $17,500. The valuation was arbitrarily determined as there was no
    trading activity and no market maker entering any quotation for the shares at the date of
    the transaction.

During 1999, we paid no executive compensation, because we lacked the
cash flow and financial resources.

Mr. Weintraub  joined the Company in July 2000 in connection with
the transaction in which Mr. Weintraub and two other persons acquired the American Dream
note on December 27, 1999. During the 1999 and 1998 fiscal years neither received any
compensation from the Company. See Note 3, Note Payable-Related Party, to the Notes to
Financial Statements and Item 11, "Security Ownership of Certain Beneficial Owners
and Management" and Item 12, "Certain Relationships and Related
Transactions" below.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

At March 20, 2001, there were 3,252,666 shares
issued and outstanding, after the July 2000 1 for 100 reverse stock split. The table below
sets forth the share ownership of our executive officers and directors, individually and
as a group. No other person is the beneficial owner of more than 5% of our issued and
outstanding shares

|Title of Class                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Name and Address of
    Beneficial Owner                               | Amount and Nature Of
    Beneficial Ownership | Percentage of Class(1)
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------- | --------------------------------------------- | ----------------------
|Common Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Allen Weintraub (a)
    120 NE 179th Street, Miami,FL 33179            | 2,714,286 (2)                                 | 83.4%                 
|Common Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Karl Schumer, 9400
    South Dadeland Blvd., Suite 600 Miami, FL 44156 | 175,000                                       | 5.4%                  
|Common Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Scott Curtis (3) PO
    Box 800303, Aventura, FL 33280                 | 100,000                                       | 3.1%                  
|Common Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Timothy Owens(3) PO
    Box 800303, Aventura, FL 33280                 | 100,000                                       | 3.1%                  
|Common Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | All officers and
    directors as a group (2 persons)                  | 889,286                                       | 88.8%                 
|(1) Based upon 3,252,666 Shares issued and outstanding at March
    20, 2001.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(2) In
    connection with the acquisition of control of the Company by Allen Weintraub and his
    affiliates in December 1999, Mr. Weintraub and his affiliates were assigned the debt and
    an option effective December 27, 1999 which was converted into the right to receive
    4,096,576 shares. Through October 25, 2000 Mr. Weintraub was issued 714,786 and Messrs.
    Curtis and Owens were each issued 100,000 of such shares. A remaining 3,182,290 Shares
    remain to be issued to Messrs. Weintraub, Curties and Owens and/or persons designated by
    them, based upon their acquisition of the debt. In connection with the Agreement and Plan
    of Share Exchange between Bestfoodonline.com, which is controlled by Allen Weintraub, the
    Company issued 2,000,000 Shares to Allen Weintraub and agreed to issue an additional
    2,000,000 Shares. See Note 3 to Notes to Financial Statements, regarding the Note
    Payable-Related Party.
|(3) Mr.
    Weintraub disclaims any beneficial interest in the 100,000 shares owned by Messrs. Curtis
    and Owens, which were issued in connection with the acquisition of control by Messrs.
    Weintraub, Curtis and Owens.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

In connection with and following his acquisition of
control of the Company on December 27, 1999, the Company in July 2000 had a 1 for 100
reverse Share recapitalization. Mr. Weintraub was issued 714,286 Shares with restrictive
legend for consideration of the conversion by him of debt assigned to him in the
acquisition of control and Mr. Weintraubs affiliates, Scott Curtis and Timothy Owens
were each issued 100,000 Shares in such acquisition. At July 11, 2000 our debt  
payable under this acquisition of control was $968,849 inclusive of accrued interest. The
debt was convertible into the right to receive 4,096,576 Shares, which is equal to a
conversion right of $.2365 per share. Messrs. Weintraub, Curtis and Owens acquired the
interest of American Dream International Limited in the Company, including the note, and
effected the cancellation of the American Dream option on December 27, 1999. See Note 3,
Note Payable-Related Party, to the Notes to Financial Statements above.On July 12, 2000
$752,620 of such debt under the American Dream note was converted into a total of 914,286
Shares and an additional 3,182,290 Shares remain to be issued to Messrs. Weintraub, Curtis
and Owens or persons designated by them. Reference is also made to our Annual Report on
Form 10-KSB/A for our year ended December 31, 1999 which was filed on November 2, 2000.
Mr. Schumer was issued 175,000 shares on July 21, 2000 in consideration for his services
as V-P and Secretary of the Company, which shares were valued at $.10 per Share. There was
no active market, if any, for our Shares at the date of this transactions, and our Shares
were not quoted by the National Quotation Bureau or the electronic pink sheets at such
date. As a result, the valuation was arbitrarily determined by management based upon what
we reasonably believed was the fair value of the restricted Shares at such time.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(A) EXHIBITS

|EXHIBIT NO. | DESCRIPTION                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|----------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1         | Articles of Incorporation of the
    Company, as amended to date (incorporated by reference to Exhibit 3.1.1 to the Company's
    Annual Report on Form 10-K for the year ended September 30, 1994, Exhibit 3.1.2 to the
    Company's registration Statement on Form S-1 (File No. 33-35458)("Form S-1 No.
    33-35458"), and Exhibit 3.01 to the Company's Quarterly Report on Form 10-Q for the
    quarter ended March 31, 1995 ("March 1995 Form 10-Q")
|3.2         | Bylaws of the Company
    (incorporated by reference to Exhibit 3.2 to the Company's Registration Statement on Form
    S-18 (File No. 33-20456-LA)("Form S-18")                                                                                                                                                                                                                                                                                             
|10.1        | Agreement between American
    Dream and Messrs. Weintraub, Curtis and Owens dated December 27, 1999 (incorporated by
    reference to Exhibit 10.13 to the Company's Annual Report for the year ended December 31,
    1999 on Form 10-KSB/A filed on November 2, 2000)                                                                                                                                                                                     
|10.2        | Agreement and Plan of Share
    Exchange, dated January 18, 2001 by and between the Company and Bestfoodonline.com, Inc.
    (incorporated by reference to Exhibit 2.1. to the Company's Current Report on Form 8-K
    dated January 18, 2001)                                                                                                                                                                                                              
|99.1        | Pro forma condensed combined
    financial statements of the Company and Bestfood at December 31, 2000.                                                                                                                                                                                                                                                                                                                                                      

(B) REPORTS ON FORM 8-K

In a Form 8-K dated January
18, 2001, reporting under Item 4, Acquisition or Disposition of Assets, that pursuant to
an Agreement between Bestfoodonline.com, Inc., a Florida corporation
(Bestfood) and the Company, Bestfood was acquired in a share exchange by the
Company on January 3, 2001.



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this amendment to the annual report
to be signed on its behalf by the undersigned, thereunto duly authorized.

VECTOR HOLDINGS CORPORATION

|By: /s/ Allen Weintraub                            
|---------------------------------------------------
|Allen Weintraub, President, Chief Executive Officer
|                                                   
|By: /s/ Karl Schumer                               
|Karl Schumer, Vice-President and Secretary         
|Miami, FL                                          
|Dated: March 28, 2001                              

EXHIBIT 99.1

|VECTOR HOLDINGS CORPORATION AND
    BESTFOODONLINE.COM, INC.
|------------------------------------------------------------
|UNAUDITED PRO FORMA
    COMBINED BALANCE SHEET              



The
pro forma information is presented for illustrative purposes only and is not necessarily
indicative of the operating results or financial position that would have occurred had the
acquisition of BESTFOODONLINE.COM Inc. by the Registrant been consummated at the beginning
of the periods presented, nor is it necessarily indicative of future operating results or
financial position. These pro forma financial statements are based on and should be read
in conjunction with the historical consolidated financial statements and the related notes
thereto of the Registrant and BESTFOODONLINE.COM, Inc.

|                                                                   |   
|------------------------------------------------------------------ | --
|FINANCIAL STATEMENTS                                               |   
|Unaudited Pro
    Forma Condensed Combined Balance Sheet           | 34
|Unaudited Pro
    Forma Condensed Combined Statement of Operations | 35
|Notes to
    Financial Statements                                  | 36



|VECTOR
    HOLDINGS CORP. AND BESTFOODONLINE.COM, INC.           
|-----------------------------------------------------------------
|PRO FORMA
    CONDENSED BALANCE SHEETS DECEMBER 31, 2000 AND 1999

|                                |   |                 |   |                |   |                       |        |          
|------------------------------- | - | --------------- | - | -------------- | - | --------------------- | ------ | ---------
|                                |   |                 |   |                |   |                       |        |          
|                                |   | Vector Holdings |   | Bestfoodon-    |   | Pro Forma Adjustments |        | Pro Forma
|                                |   | Corporation     |   | line.com, Inc. |   | Debit                 | Credit |          
|ASSETS                          |   |                 |   |                |   |                       |        |          
|CURRENT
    ASSETS              |   |                 |   | -              |   |                       |        |          
|Cash and cash equivalents       | $ | 84              | $ |                | $ | -                     | $      | 84       
|Accounts Receivable, net        |   | -               |   | 74,694         |   | -                     |        | 74,694   
|Due from (to) Affiliate         |   | 60,524          |   | (60,524)       |   | -                     |        | -        
|Inventory                       |   | -               |   | 125,812        |   | -                     |        | 125,812  
|Due from Affiliate              |   | -               |   | 22,228         |   | -                     |        | 22,228   
|TOTAL CURRENT ASSETS            |   | 60,608          |   | 162,210        |   | -                     |        | 222,818  
|                                |   |                 |   |                |   |                       |        |          
|PROPERTY
    AND EQUIPMENT, net |   | 3,990           |   | 834            |   | -                     |        | 4,,824   
|OTHER
    ASSETS                |   | 17,000          |   | -              |   | -                     |        | 17,000   
|TOTAL ASSETS                    | $ | $81,598         | $ | 163,044        | $ | -                     | $      | 244,642  

|The
    accompanying Notes to Financial Statements are an integral part of these Financial
    Statements.
|----------------------------------------------------------------------------------------------------------



|                                                                                  |   | Vector Holdings |   | Bestfoodon-    |   | Pro Forma Adjustments |          | Pro Forma   
|--------------------------------------------------------------------------------- | - | --------------- | - | -------------- | - | --------------------- | -------- | ------------
|                                                                                  |   | Corporation     |   | line.com, Inc. |   | Debit                 | Credit   |             
|LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)                                      |   |                 |   |                |   |                       |          |             
|CURRENT
    LIABILITIES                                                           |   |                 |   | -              |   |                       |          |             
|Accounts Payable                                                                  | $ | -               | $ | 99,920         | $ | -                     | $        | 99,920      
|Payroll Taxes Payable                                                             |   | -               |   | 23,570         |   | -                     |          | 23,570      
|Other Accrued Liabilities                                                         |   | 155,362         |   | -              |   | -                     |          | 155,362     
|TOTAL CURRENT LIABILITIES                                                         |   | 155,362         |   | 123,490        |   | -                     |          | 278,852     
|                                                                                  |   |                 |   |                |   |                       |          |             
|LONG
    TERM OBLIGATION                                                          |   | 1,193,209       |   | -              |   | -                     |          | 1,193,209   
|                                                                                  |   |                 |   |                |   |                       |          |             
|TOTAL
    LIABILITIES                                                             |   | 1,349,571       |   | 123,490        |   | -                     |          | 1,472,061   
|                                                                                  |   |                 |   |                |   |                       |          |             
|STOCKHOLDERS'
    EQUITY (DEFICIT)                                                |   |                 |   |                |   |                       |          |             
|Common
    Stock                                                                  |   | 3,253           |   | 400            |   | 400(1)                | 2,000(2) |             
|Preferred
    Stock                                                               |   | -               |   | -              |   | -                     |          | -           
|Additional
    Paid in Capital                                                    |   | 37,581,079      |   | 59,842         |   | 2,000(2)              | 400(1)   |             
|(Accumulated
    Deficit                                                          |   | (38,940,013)    |   | (20,688)       |   |                       |          | (38,960,701)
|Accumulated
    Other Comprehensive Income                                        |   | 88,708          |   | -              |   |                       |          | 88,708      
|TOTAL
    STOCKHOLDERS' EQUITY (DEFICIT)                                          |   | (1,266,973)     |   | 39,554         |   |                       |          | (1,227,419) 
|TOTAL
    LIABILITIES & STOCKHOLDERS' EQUITY                                      |   | 3,990           |   | 834            |   | -                     |          | 4,824       
|(DEFICIT)                                                                         | $ | 81,598          | $ | 163,044        |   | -                     | $        | 244,642     
|See accompanying notes to pro forma condensed combined  financial
    statements.



|VECTOR
    HOLDINGS CORP. AND BESTFOODONLINE.COM, INC.                        
|------------------------------------------------------------------------------
|PRO FORMA
    CONDENSED STATEMENT OF OPERATIONS                               
|FOR THE
    PERIOD FROM JANUARY 19, 2000 (INCEPTION) THROUGH DECEMBER 31, 2000

|                                                                                  |   | Vector Holdings |   | Bestfoodon-    |   | Distinguiged |   | Pro Forma adjustments |       | Pro
|--------------------------------------------------------------------------------- | - | --------------- | - | -------------- | - | ------------ | - | --------------------- | ----- | ---
|                                                                                  |   | Corporation     |   | line.com, Inc. |   | Speciality   |   | Credit                | Debit |    
|                                                                                  |   |                 |   |                |   | Foods, Inc.  |   |                       |       |    
|SALES                                                                             | $ |                 | $ | 317,852        | $ | 371,685      | $ |                       |       | $  
|COST OF
    SALES                                                                 |   |                 |   | 135,871        |   | 213,069      |   |                       |       |    
|GROSS
    PROFIT                                                                  |   |                 |   | 181,981        |   | 158,616      |   |                       |       |    
|                                                                                  |   |                 |   |                |   |              |   |                       |       |    
|OPERATING
    EXPENSES                                                            |   |                 |   |                |   |              |   |                       |       |    
|Marketing and Sales                                                               |   | -               |   | 23,277         |   | 19,785       |   |                       |       |    
|General, Administrative                                                           |   | 64,313          |   | 179,122        |   | 126,721      |   |                       |       |    
|TOTAL OPERATING                                                                   |   |                 |   |                |   |              |   |                       |       |    
|EXPENSES                                                                          |   | 64,313          |   | 202,399        |   | 146,506      |   |                       |       |    
|                                                                                  |   |                 |   |                |   |              |   |                       |       |    
|INCOME
    (LOSS) FROM                                                            |   |                 |   |                |   |              |   |                       |       |    
|OPERATIONS                                                                        |   | (64,313)        |   | (20,418)       |   | 12,110       |   |                       |       |    
|                                                                                  |   |                 |   |                |   |              |   |                       |       |    
|OTHER
    INCOME AND                                                              |   |                 |   |                |   |              |   |                       |       |    
|EXPENSE                                                                           |   | -               |   | -              |   | -            |   |                       |       |    
|Forgiveness of Debt                                                               |   | 568,589         |   | -              |   |              |   |                       |       |    
|Miscellaneous Income                                                              |   | 30,000          |   | -              |   |              |   |                       |       |    
|Interest Expenses                                                                 |   | (47,817)        |   | (270)          |   | (12,115)     |   |                       |       |    
|INCOME
    (LOSS) BEFORE                                                          |   |                 |   |                |   |              |   |                       |       |    
|PROVISION
    FOR                                                                 |   |                 |   |                |   |              |   |                       |       |    
|INCOME
    TAXES                                                                  |   | 486,459         |   | (20,688)       |   | (5)          |   |                       |       |    
|(PROVISION)/BENEFIT                                                               |   |                 |   |                |   |              |   |                       |       |    
|(FOR
    INCOME TAXES                                                             |   | -               |   | -              |   | -            |   |                       |       |    
|NET INCOME (LOSS)                                                                 |   | 486,459         |   | (20,688)       |   | (5)          |   |                       |       |    
|                                                                                  |   |                 |   |                |   |              |   |                       |       |    
|NET
    INCOME (LOSS)                                                             |   |                 |   |                |   |              |   |                       |       |    
|PER
    COMMON SHARE                                                              |   |                 |   |                |   |              |   |                       |       |    
|Basic                                                                             | $ | 0.11            | $ | (0.00)         | $ | (.05)        |   |                       |       | $  
|Diluted                                                                           | $ | 0.08            | $ | (0.00)         | $ | (.05)        |   |                       |       | $  
|SHARES
    USED IN COMPUTING NET INCOME                                           |   |                 |   |                |   |              |   |                       |       |    
|Common
    Equivalent Shares-Basic                                                |   | 4,549,678       |   | 40,000,000     |   | 100          |   |                       |       |    
|Common
    Equivalent Shares-Diluted                                              |   | 5,810,421       |   | 40,000,000     |   | 100          |   |                       |       |    
|See accompanying notes to pro forma condensed combined  financial
    statements.



|NOTES TO PRO FORMA CONDENSED COMBINES
    FINANCIAL STATEMENTS
|--------------------------------------------------------------
|DECEMBER 31, 2000                                             



The
pro forma condensed combined statements of operations for the fiscal year ended December
31, 2000 exclude the impact of any nonrecurring charges associated with the acquisition.

The
unaudited pro forma condensed combined financial statements give effect to the merger of
the Registrant and BESTFOODONLINE.COM, Inc. in a manner similar to a pooling of interests
accounting basis. The pro forma condensed combined balance sheet assumes the merger took
place on January 1, 2000 and combines the December 31, 2000 balance sheet of the
Registrant with the December 31, 2000 balance sheet of BESTFOODONLINE.COM, Inc with pro
forma adjustments. The pro forma condensed combined statement of operations for the year
ended December 31, 2000 assumes the merger took place as of the beginning of the most
recently completed fiscal year (January 1, 2000) and combines the Registrants
historical results for the year ended December 31, 2000 with the historical results of
BESTFOODONLINE.COM, Inc. for the same period.

The
pro forma condensed combined financial statements included herein have been prepared by
the Registrant, without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally prepared in
accordance with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations. However, the Registrant believes that the
disclosures are adequate to make the information not misleading. These pro forma condensed
combined financial statements should be read in conjunction with the financial statements
and the notes thereto included in the Registrants annual report on Form 10-K for the
fiscal year ended December 31, 2000 and the financial statements of BESTFOODONLINE.COM,
Inc. included in this filing.

On
August 24, 2000, BESTFOODONLINE.COM, Inc. purchased all of the assets and accounts payable
as of June 30, 2000 of Distinguished Specialty Foods, Inc. (DSF), a corporation whose
majority stockholder is BESTFOODONLINE.COM, Inc.s sole stockholder. Consequently,
DSFs statement of operations for the six months ended June 30, 2000 is included in
the proforma condensed combined statement of operations.

Net
income per share for each period is calculated by dividing net income by the weighted
average number of common and common equivalent shares outstanding during the period plus
the additional 2,000,000 shares of the Registrants Common Stock which will be
exchanged for all issued and outstanding shares of BESTFOODONLINE.COM, Inc. Common stock.