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

                                   FORM 10-QSB




[X]     QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934 for the quarterly period ended June 30, 2002

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

COMMISSION FILE NUMBER: 000-17303

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


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


            19495 Biscayne Blvd., Suite 409, Aventura, Florida 33180
            --------------------------------------------------------
                    (Address of principal executive offices)

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



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

Number  of  shares of common stock outstanding as of August 12, 2002: 40,861,955
Number of shares of preferred stock outstanding as of August 12, 2002: 1,254,857














                                TABLE OF CONTENTS
                                -----------------


PART I. FINANCIAL INFORMATION
-----------------------------
                                                                       Page
                                                                       ----
     Item 1.     Consolidated Financial Statements (Unaudited)          3-6
     Item 2.     Management's Discussion and Analysis                  7-15

PART II. OTHER INFORMATION
--------------------------

     Item 1.     Legal Proceedings                                       15
     Item 2.     Changes in Securities                                   15
     Item 3.     Default Upon Senior Securities                          15
     Item 4.     Submission of Matters to a Vote of Security Holders     15
     Item 5.     Other Information                                       15
     Item 6.     Exhibits and Reports on Form 8-K                        15






PART I. CONSOLIDATED FINANCIAL INFORMATION
------------------------------------------
                                                                      Page
                                                                      ----
     Condensed Consolidated Balance Sheets -
     June 30, 2002 (Unaudited) and December 31, 2001                     3

     Condensed Consolidated Statements of Operations- For the
     Three and Six Months Ended June 30, 2002 and 2001                   4

     Condensed Consolidated Statements of Cash Flows- For the
     Three and Six Months Ended June 30, 2002 and 2001                   5

     Notes to Unaudited Condensed Consolidated Financial
     Statements                                                          6















<TABLE>
<CAPTION>


                              VECTOR HOLDINGS CORPORATION & SUBSIDIARY
                               CONDENSED CONSOLIDATED BALANCE SHEETS
                             AS OF JUNE 30, 2002 AND DECEMBER 31, 2001

<S>                                                                <C>              <C>
                                                                     (Unaudited)
ASSETS                                                              June 30, 2002    Dec. 31, 2001
-----------------------------------------------------------------   -------------------------------
CURRENT ASSETS:
-----------------------------------------------------------------
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . .  $       51,593   $            -
Accounts receivable, net. . . . . . . . . . . . . . . . . . . . .           1,121            4,258
Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . .         107,034           59,627
Due from related parties. . . . . . . . . . . . . . . . . . . . .         240,561            2,500
                                                                   ---------------  ---------------
TOTAL CURRENT ASSETS. . . . . . . . . . . . . . . . . . . . . . .         400,309           66,385
                                                                   ---------------  ---------------

PROPERTY AND EQUIPMENT, NET . . . . . . . . . . . . . . . . . . .             566              656
-----------------------------------------------------------------  ---------------  ---------------


OTHER ASSETS:
-----------------------------------------------------------------
Goodwill (customer database leads). . . . . . . . . . . . . . . .          10,000                -
Deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . .          31,547            1,000
                                                                   ---------------  ---------------
TOTAL OTHER ASSETS. . . . . . . . . . . . . . . . . . . . . . . .          31,547            1,000
                                                                   ---------------  ---------------
TOTAL ASSETS. . . . . . . . . . . . . . . . . . . . . . . . . . .  $      432,422   $       68,041
                                                                   ===============  ===============
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
-----------------------------------------------------------------

CURRENT LIABILITIES
-----------------------------------------------------------------
Accounts payable and accrued expenses . . . . . . . . . . . . . .  $      170,800   $      148,276
Excess of outstanding checks over bank balances . . . . . . . . .             322              420
Due to related parties. . . . . . . . . . . . . . . . . . . . . .         265,947           75,611
                                                                   ---------------  ---------------
TOTAL CURRENT LIABILITIES . . . . . . . . . . . . . . . . . . . .         437,069          224,307
                                                                   ---------------  ---------------
LONG-TERM OBLIGATIONS . . . . . . . . . . . . . . . . . . . . . .             -0-              -0-
-----------------------------------------------------------------  ---------------  ---------------

STOCKHOLDERS' (DEFICIT)
-----------------------------------------------------------------
Preferred stock ($.10 par value, non-voting, 5,000,000 shares
authorized;  1,254,857 and -0- shares issued and outstanding at
June 30, 2002 and December 31, 2001, respectively). . . . . . . .         125,486                0
Common stock ($.001 par value, 600,000,000 shares authorized;
40,861,955 and 9,477,664 issued and outstanding at June 30, 2002
and December 31, 2001, respectively). . . . . . . . . . . . . . .          40,862            9,478
Additional paid in capital. . . . . . . . . . . . . . . . . . . .       7,476,472          326,842
Retained (deficit). . . . . . . . . . . . . . . . . . . . . . . .      (7,647,467)        (492,586)
                                                                   ---------------  ---------------
TOTAL STOCKHOLDERS' (DEFICIT) . . . . . . . . . . . . . . . . . .          (4,647)        (156,266)
                                                                   ---------------  ---------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT . . . . . . . . . . .  $      432,422   $       68,041
                                                                   ===============  ===============

</TABLE>



           See accompanying notes to consolidated financial statements

<TABLE>
<CAPTION>


                                VECTOR HOLDINGS CORPORATION & SUBSIDIARY
                      CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                       FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2002 AND 2001


<S>                                  <C>              <C>              <C>              <C>
                                     Three            Three            Six              Six
                                     Months Ended     Months Ended     Months Ended     Months Ended
                                     June 30, 2002    June 30, 2001    June 30, 2002    June 30, 2001
REVENUES:
-----------------------------------
Sales . . . . . . . . . . . . . . .  $      145,516   $       92,943   $      148,082   $      243,029
Cost of Sales . . . . . . . . . . .         (35,972)         (54,060)         (53,390)        (105,870)
                                     ---------------  ---------------  ---------------  ---------------
GROSS PROFIT. . . . . . . . . . . .         109,544           38,883           94,692          137,159
                                     ---------------  ---------------  ---------------  ---------------

EXPENSES:
-----------------------------------
Selling, general and administrative       6,772,004           88,612        7,249,573          265,568
                                     ---------------  ---------------  ---------------  ---------------
TOTAL EXPENSES. . . . . . . . . . .       6,772,004           88,612        7,249,573          265,568
                                     ---------------  ---------------  ---------------  ---------------

OPERATING LOSS. . . . . . . . . . .  $   (6,662,460)  $      (49,729)  $   (7,154,881)  $     (128,409)
                                     ---------------  ---------------  ---------------  ---------------
OTHER INCOME. . . . . . . . . . . .               -           13,146                -            9,696
                                     ---------------  ---------------  ---------------  ---------------
NET LOSS. . . . . . . . . . . . . .  $   (6,662,460)  $      (36,583)  $   (7,154,881)  $     (118,713)
                                     ===============  ===============  ===============  ===============
  Net loss per share -
  basic and fully diluted . . . . .  $        (0.21)  $           **   $        (0.40)  $        (0.02)
                                     ===============  ===============  ===============  ===============
  Weighted Average Shares . . . . .      32,453,383        7,930,413       17,869,826        7,890,373
                                     ===============  ===============  ===============  ===============

** Less than $.01
</TABLE>

















           See accompanying notes to consolidated financial statements



<TABLE>
<CAPTION>


                            VECTOR HOLDINGS CORPORATION & SUBSIDIARY
                       CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                        FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001

<S>                                                            <C>              <C>
                                                                Six              Six
                                                                Months Ended     Months Ended
                                                                June 30, 2002    June 30, 2001
                                                                -------------    -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
-------------------------------------------------------------
Net loss. . . . . . . . . . . . . . . . . . . . . . . . . . .  $   (7,154,881)  $     (118,713)
Adjustments to reconcile net loss to net cash provided
by (used in) operating activities:
Depreciation. . . . . . . . . . . . . . . . . . . . . . . . .              90              597
Bad debt write-offs . . . . . . . . . . . . . . . . . . . . .           3,137              -0-
Common stock issued for services. . . . . . . . . . . . . . .       7,056,000           62,500
Preferred stock issued for services . . . . . . . . . . . . .         250,000              -0-
(Increase) decrease in operating assets:
Accounts receivable . . . . . . . . . . . . . . . . . . . . .             -0-           67,960
Inventory . . . . . . . . . . . . . . . . . . . . . . . . . .         (47,407)          31,536
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . .             -0-           (4,500)
Deposits. . . . . . . . . . . . . . . . . . . . . . . . . . .         (30,547)             -0-
Due from related parties. . . . . . . . . . . . . . . . . . .        (237,561)            (750)
Increase (decrease) in operating liabilities:
Accounts payable and accrued expenses . . . . . . . . . . . .          22,524          (43,534)
Due to related parties. . . . . . . . . . . . . . . . . . . .         190,336              -0-
Excess of outstanding checks over bank balance. . . . . . . .             (98)             -0-
                                                               ---------------  ---------------
NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES. . . . . . . . . . . . . . . . . . . . .          51,593           (4,904)
                                                               ---------------  ---------------

CASH FLOWS FROM FINANCING ACTIVITIES:
-------------------------------------------------------------
Proceeds from related party note, net . . . . . . . . . . . .             -0-            4,820
                                                               ---------------  ---------------
NET CASH PROVIDED BY FINANCING ACTIVITIES . . . . . . . . . .               -            4,820
                                                               ---------------  ---------------

NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS . . . . . . . . . . . . . . . . . .          51,593              (84)
                                                               ---------------  ---------------
CASH AND CASH EQUIVALENTS,
BEGINNING OF THE PERIOD . . . . . . . . . . . . . . . . . . .  $            -   $           84
                                                               ---------------  ---------------
END OF THE PERIOD . . . . . . . . . . . . . . . . . . . . . .  $       51,593   $            -
                                                               ===============  ===============
SUPPLEMENTARY CASH FLOW INFORMATION
-------------------------------------------------------------
OF NON-CASH FINANCING:
-------------------------------------------------------------
Common stock issued for services. . . . . . . . . . . . .. . . $    7,056,000   $       62,500
                                                               ===============  ===============
Preferred stock issued for services . . . . . . . . . . . . .  $      250,000   $            -
                                                               ===============  ===============
Common stock issued for acquisition . . . . . . . . . . . . .  $       10,000   $            -
                                                               ===============  ===============

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

</TABLE>



           See accompanying notes to consolidated financial statements


                           VECTOR HOLDINGS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            June 30, 2002 (Unaudited)


ITEM 1.
-------

NOTE 1 - BASIS OF PRESENTATION
------------------------------

     The  accompanying  unaudited  consolidated  financial  statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information  and  pursuant  to  the  rules  and  regulations  of  the
Securities  and Exchange Commission. Accordingly, they do not include all of the
information  and  footnotes required by generally accepted accounting principles
for  complete  consolidated  financial  statements.

     In  the  opinion  of  management,  the  unaudited  consolidated  financial
statements  contain all adjustments consisting only of normal recurring accruals
considered  necessary  to  present  fairly  the Company's consolidated financial
position  at  June  30, 2002, the consolidated results of operations for the six
months ended June 30, 2002 and 2001, and the consolidated cash flows for the six
months  ended  June 30, 2002 and 2001. The results for the six months ended June
30,  2002,  are not necessarily indicative of the results to be expected for the
entire  fiscal  year  ending  December  31,  2002.

NOTE  2  -  NET  (LOSS)  PER  SHARE
<TABLE>
<CAPTION>


The following represents the calculation of net (loss) per share:



<S>                              <C>              <C>              <C>              <C>
                                 Three            Three            Six              Six
                                 Months Ended     Months Ended     Months Ended     Months Ended
BASIC & FULLY DILUTED            June 30, 2002    June 30, 2001    June 30, 2002    June 30, 2001
-------------------------------  ----------------------------------------------------------------
Net Loss. . . . . . . . . . . .  $(6,662,460)     $(36,583)        $ (7,154,881)    $  (118,713)

Less- preferred stock dividends           -0-           -0-                  -0-             -0-
                                 ----------------------------------------------------------------

Net Loss. . . . . . . . . . . .  $(6,662,460)     $(36,583)        $ (7,154,881)    $  (118,713)

Weighted average number
of common shares**. . . . . . .   32,453,383     7,930,413           17,869,826       7,890,373
                                 ----------------------------------------------------------------

Basic & fully diluted
loss per share. . . . . . . . .  $      (.21)     $     **         $       (.40)    $      (.02)
                                 ================================================================


</TABLE>

** Less than $0.01
------------------









ITEM  2.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION
--------

     With the exception of historical facts stated herein, the matters discussed
in  this  report  are  "forward  looking"  statements  that  involve  risks  and
uncertainties  that  could  cause  actual  results  to  differ  materially  from
projected  results.  Such  "forward  looking"  statements  include,  but are not
necessarily  limited to, statements regarding anticipated levels of future sales
and  earnings  from  operations  of  the  Company.  Readers  of  this report are
cautioned  not to put undue reliance on "forward looking" statements, which are,
by  their  nature,  uncertain  as reliable indicators of future performance. The
Company  disclaims  any  intent  or obligation to publicly update these "forward
looking"  statements,  whether as a result of new information, future events, or
otherwise.  In  addition  the  uncertainties  include,  but  are  not limited to
competitive  conditions  involving  E-commerce,  and the sales of specialty food
products  over  the  Internet.

General  Description  of  Business
----------------------------------

     As  used  in  this  Quarterly Report, the terms   "we", "us", "our" and the
"Company"  mean  Vector  Holdings  Corporation,  a  Nevada corporation, formerly
Vector  Aeromotive  Corporation.

Acquisition  of  Bestfoodonline.com

     Pursuant  to  an Agreement and Plan of Share Exchange dated January 3, 2001
(the  "Agreement")  between  Bestfoodonline.com Inc., a Florida corporation, the
shareholders  of Bestfood and the Company, Bestfoodonline.com Inc., ("Bestfood")
was  acquired  in  a  share  exchange  by  the  Company (the "Acquisition"). The
Agreement  was adopted by the unanimous consent of the Board of Directors of the
Company,  Bestfood  and  approved  by  the  sole  shareholder of Bestfood, Allen
Weintraub.  This  report  for  the  six months ended June 30, 2002, includes the
consolidated  financial  statements reflecting the Acquisition by the Company of
Bestfood.

Business  of  Bestfoodonline.com

     Bestfoodonline.com,  Inc.  ("Bestfood"), a Florida corporation, was founded
in January 2000 as an online food store, marketing high quality specialty foods.
The  hospitality  industry  includes, airlines, hotels, restaurants and resorts.
The  present  business of the Company is the wholesale distribution of specialty
food products to the hospitality industry and we also distribute our products on
a  wholesale  basis  to certain supermarkets. Bestfood is headquartered at 19495
Biscayne  Blvd,  Suite  409 - Aventura, FL 33180 and is a full-service wholesale
food  distributor.  In  addition, we have also commenced operations of a website
for  the sale and distribution of specialty food products over the Internet. See
"Internet  Distribution"  below.

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

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

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

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

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

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

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


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

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

Pursuant  to  an  Agreement and Plan of Share Exchange dated April 1, 2002  (the
"UDS  Agreement")  between  Universal  Data  Services of Broward Inc., ("UDS") a
Florida  corporation, the shareholders of UDS and the Company, UDS, was acquired
in  an  exchange  of  500,000  restricted common shares by the Company (the "UDS
Acquisition").  The  Agreement was adopted by the unanimous consent of the Board
of  Directors  of the Company, UDS and approved by the shareholders of UDS. This
report  for  the  six  months  ended  June  30,  2002, includes the consolidated
financial  statements  reflecting  the  Acquisition  by  the  Company  of  UDS
prospectively  from  April  1, 2002 under the purchase method of accounting. The
acquisition  did  not  meet  the  SEC  Form  8-K  reporting  requirements due to
immateriality  of the purchase to our consolidated financial statements taken as
a  whole.


Business  of  Universal  Data  Services  of  Broward,  Inc.

     Universal  Data  Services  of  Broward,  Inc.,  a  Florida corporation, was
founded  in  2001  as  a marketer of business leads. The present business of the
Company  is  the  marketing  of  leads  to  business in the travel and financial
industries  to  promote  their products. UDS is headquartered at 4101 N. Andrews
Avenue,  Fort  Lauderdale,  Florida  and  is  a  full-service  leads marketer to
customers  such  as  Morgan  Stanley/Dean Witter, Capital One Financial and MBNA
Corp.

We  provide  many  solutions  to  meet the marketing needs of our clients. Be it
television production, media buying (i.e. TV, radio, newspaper) or providing our
customers  with  our  vast  inventory  of qualified specialty lists. UDS handles
clients  of  all sizes from single brokers buying a $500 list to brokerage firms
spending  ten's  of  thousands  of  dollars  in  media time. Regardless of where
customers  stand  in  terms  of  size, they will find UDS' attention to service,
second  to  none.

Acquisition  of  The  Potato  Sack,  Inc.'s  Inventory

     Pursuant  to  an  Agreement  and Bill of Sale dated June 11, 2002  (the "PS
Agreement") between The Potato Sack Inc., ("PS") a Pennsylvania corporation, the
shareholders  of  PS  and  the Company, PS, was acquired for $47,500 cash by the
Company  (the  "PS  Acquisition").  The  Agreement  was adopted by the unanimous
consent  of  the  Board  of  Directors of the Company, The Potato Sack, Inc. and
approved  by  the  shareholders of PS. This report for the six months ended June
30,  2002,  includes  the  consolidated  financial  statements  reflecting  the
Acquisition  by  the  Company  of  PS prospectively from June 11, 2002 under the
purchase  method  of  accounting.  The acquisition did not meet the SEC Form 8-K
reporting  requirements due to immateriality of the purchase to our consolidated
financial  statements  taken  as  a  whole.

Business  of  The  Potato  Sack  in  the  Aventura  Mall

     The Potato Sack, Inc., a Pennsylvania corporation, was founded in 1990 as a
quick  service  restaurant designed to offer customers nutrition, variety, great
taste  and convenience in a fast-food environment similar to other fast food and
casual  dining  restaurants.  The  present  business of the Company is fast-food
restaurant  located  at  Room  No.  1413,  Aventura  Mall, 19575 Biscayne Blvd.,
Aventura,  Florida  33180.

PS's  restaurant  is designed to provide a "dining value" with moderately priced
food,  friendly and efficient service and a pleasant atmosphere. We believe that
PS's  benefits  from  its  generally  strong  market  position  and  consumer
recognition.  In  addition,  PS  may benefit from the demographic trend of aging
baby boomers and the growing population of senior citizens in South Florida. The
largest  percentage  of  mid-scale  customers  is  in the 35 years and older age
category.

PS's  restaurant  generally is open during breakfast, lunch and dinner, 7 days a
week.  PS's restaurant offer traditional family fare (including sandwiches), and
provide  counter service. We have taken strides to improve each component of the
dining  value formula. We heavily promote higher-quality products such as Potato
dishes,  which  feature  value-priced items for lunch and dinner. These products
are  supported  through  television  and  radio advertising and restaurant-based
media  including special menus and posters. We will invest more dollars into the
store by renovating the restaurant and we will focus our personnel on delivering
outstanding  customer  service.  We  have  high  standards  that  relate  to the
preparation  and  efficient  service  of  quality  food, maintenance, repair and
cleanliness  of  the  restaurant  and  the  appearance and conduct of employees.

Operations
----------

We  devote  significant effort to ensuring that the PS restaurant offers quality
food  served  by  friendly, knowledgeable and attentive employees in a clean and
well-maintained  restaurant.  We maintain standardized specifications for proper
food  preparation  and  delivery  and  the  cost-effective  procurement  and
distribution  of  quality  food  products.  Our PS restaurant operations has the
constant  focus  on  improving  operations  at the unit level. Unit managers are
especially  hands-on  and  versatile in their supervisory activities offices and
spend substantially all of their time in the restaurants. A significant majority
of restaurant management personnel began as hourly associates in the restaurants
and,  therefore,  know how to perform restaurant functions and are able to train
by  example.

We  maintain  a training program for associates and restaurant managers. General
managers  and  restaurant  managers  receive  training  at  specially designated
training  units  in  the  following  areas:

     -  customer  interaction;
     -  kitchen  management  and  food  preparation;
     -  data  processing  and  cost  control  techniques;
     -  equipment  and  building  maintenance;  and
     -  leadership  skills.

Video  training tapes demonstrating various restaurant job functions are located
at the restaurant and are viewed by associates prior to a change in job function
or  before  using  new  equipment  or  procedures.

We  also  regularly  evaluate  our  menu. New products are developed in our test
kitchen  and  then  introduced  in  selected  restaurants  to determine customer
response and to ensure that consistency, quality standards and profitability are
maintained.  If  a  new  item  proves successful at the research and development
level,  it is usually tested in selected markets. A successful menu item is then
incorporated  into  the  restaurant  system.  While  research and development is
important  to  the  business,  amounts  expended  for  these  activities are not
significant.

Advertising
-----------

We  use  an  integrated  advertising process to promote our concepts, including:

     -  media;
     -  menu  pricing  strategy;
     -  interior/exterior  building  design;
     -  style  of  service;  and
     -  specialized  promotions  to  help differentiate us from our competitors.

Media advertising is primarily product oriented, generally featuring consistent,
high-quality  entrees presented to communicate great food at great values to our
guests.  Our  advertising  is  conducted,  depending  on  the  market,  through:

     -  local  television  advertising;  and
     -  radio

Raw Material Sources and Availability
-------------------------------------

We  have  a  centralized  purchasing program which is designed to ensure uniform
product  quality  as  well  as  low  food,  beverage and supply costs. We obtain
products  at  favorable prices from several locally recognized manufacturers. We
believe  that satisfactory sources of supply are generally available for all the
items regularly used by our restaurant, and we have not experienced any material
shortages  of  food,  equipment,  or  other  products which are necessary to our
restaurant  operation.

Seasonality
-----------

Our  business  is moderately seasonal. Restaurant sales are generally greater in
the  first  and  fourth  calendar  quarters  (November through March) due to the
northerners  that  vacation  in  South  Florida  during  that  time  period.
Additionally,  severe  weather,  storms  and similar conditions may impact sales
volumes seasonally. Occupancy and other operating costs, which remain relatively
constant, have a disproportionately greater negative effect on operating results
during  quarters  with  lower  restaurant  sales.

Competition
-----------

The  restaurant  industry  can be divided into three main segments: full-service
restaurants,  quick-service restaurants, and other miscellaneous establishments.
Full-service  restaurants  include the midscale, casual dining and upscale (fine
dining)  segments.  A  large  portion  of  midscale  business  comes  from three
categories  --  family style, family steak and cafeteria -- and is characterized
by  complete  meals,  menu variety and moderate prices ($5 to $8 average check).
The  family  style  category,  which  includes us, consists of a small number of
national  chains,  many  local and regional chains, and thousands of independent
operators. The casual dining segment, which typically has higher menu prices ($8
to $16 average check) and generally offers alcoholic beverages, includes a small
number  of  national  chains,  regional  chains  and  independent operators. The
quick-service  segment is characterized by lower average checks (generally $3 to
$5),  portable  meals,  fast  service  and  convenience.

The  quick-service segment accounts for the bulk of restaurant industry traffic,
but  the  full-service and quick-service segments of the industry currently have
approximately equal revenues. Throughout the recent past, the midscale segment's
traffic  volumes  have  remained essentially flat. The family style category has
shown  increases  in  traffic  over  the  past  few  years, while other midscale
categories  have  shown  mixed  results.

The restaurant industry is highly competitive, and competition among a few major
companies  that  own  or  operate  restaurant  chains  is  especially  intense,
particularly  in  the  family style segment. Restaurants compete on the basis of
name  recognition  and  advertising;  the price, quality, variety, and perceived
value  of  their  food offerings; the quality of their customer service; and the
convenience  and attractiveness of their facilities. Commercial restaurants have
faced  increased  competition  from  other  nontraditional suppliers of prepared
meals  over  the  recent  past.  A  primary  example  of this competition is the
increase  in  prepared  meals  available  in  many grocery outlets. In addition,
despite  recent  changes  in  economic  conditions,  competition  for  qualified
restaurant-level  personnel  remains  high.

We  believe  that  we  have  a number of primary competitive strengths including
strong local name recognition, a well-located restaurant, and market penetration
Additionally,  we  believe  that  we  have  competitive  strengths in the value,
variety,  and  quality  of our food products, and in the quality and training of
our  employees.

Economic, Market and Other Conditions
-------------------------------------

The  restaurant  industry  is  affected  by  many  factors, including changes in
national,  regional  and  local economic conditions affecting consumer spending,
changes  in  socio-demographic  characteristics  of  areas where restaurants are
located,  changes in consumer tastes and preferences, increases in the number of
restaurants  in  general  and  in particular areas, unfavorable trends affecting
restaurant  operations  such  as  rising  wage  rates and utilities expenses and
unfavorable  weather.

Government Regulations
----------------------

We  are  subject  to  local,  state  and  federal laws and regulations governing
various  aspects  of  the  restaurant  business,  including, but not limited to:

     -  health;
     -  sanitation;
     -  safety;
     -  disabled  persons'  access  to  facilities;
     -  hiring  and  employment  practices.

We  are also subject to federal and state laws governing matters such as minimum
wage,  overtime  and  other  working  conditions.  We  have  attempted to offset
increases  in the minimum wage through pricing and various cost control efforts;
however,  there  can  be  no assurance that we can continue to pass on such cost
increases  to  our  customers.

Environmental Matters
---------------------

Federal,  state  and  local  environmental  laws  and  regulations  have  not
historically had a material impact on our operations; however, we cannot predict
the  effect  of  possible future environmental legislation or regulations on our
operations.

Risk  Factors
-------------

     Additional  Capital  Requirements.

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

     Economic  Considerations.

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

     Reliance  on  Existing  Management.

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

     Lack  of  Dividends.

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

     Limited  Market  for  Common  Stock.

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

       Risks  Associated  with  Execution  of  Growth  Strategy.

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

     Internet  and  Information  Systems

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

     Dependence  On  Technical  Employees

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

     Delivery  Time

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

     Rapid  Technological  Change

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

     Competition;  Low  Barriers  to  Entry.

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

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

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

     Acquisitions

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

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

We  plan to acquire additional assets or companies during the remainder of 2002;
however,  there  are  no  assurances  that we will be successful in these plans.

     Risks  of  "Penny  Stock."

     Vector  Holdings Corporation's common stock (OTC BB: VCTH) may be deemed to
be  "penny  stock"  as that term is defined in Rule 3a51-1 of the Securities and
Exchange  Commission.  Penny  stocks  are  stocks  (i) with a price of less than
$5.00  per  share; (ii) that are not traded on a "recognized" national exchange;
(iii)  whose  prices  are  not  quoted  on the NASDAQ automated quotation system
(NASDAQ-listed  stocks  must  still  meet  requirement  (i)  above);  or (iv) in
issuers  with  net tangible assets less than $2,000,000  (if the issuer has been
in  continuous  operation  for  at  least  three  years)  or  $5,000,000  (if in
continuous  operation  for less than three years), or with average sales of less
than  $6,000,000  for  the  last three years.  Until recently, there had been no
"established  public  market"  for  our common stock during the last five years.
While  our  stock  has  traded  between  $.25  and $5.00 per share over the past
several  years,  there  is  no assurance that this price level will continue, as
there  has  thus  far  been  low volume, and our stock may be deemed to be penny
stock  at  any  time.  Section  15(g) of the Securities Exchange Act of 1934, as
amended,  and  Rule  15g-2  of  the  Securities  and Exchange Commission require
broker/dealers  dealing  in  penny  stocks to provide potential investors with a
document  disclosing  the  risks of penny stocks and to obtain a manually signed
and  dated written receipt of the document before effecting any transaction in a
penny stock for the investor's account.  Potential investors in our common stock
are  urged  to  obtain  and read such disclosure carefully before purchasing any
shares  that  are  deemed  to  be  a  "penny  stock."

     Moreover,  Rule  15g-9  of  the Securities and Exchange Commission requires
broker/dealers  in  penny  stocks  to  approve  the  account of any investor for
transactions  in  such  stocks before selling any penny stocks to that investor.
This  procedure  requires  the  broker/dealer  to  (i)  obtain from the investor
information concerning his or her financial situation, investment experience and
investment  objectives;  (ii)  reasonably  determine, based on that information,
that  transactions  in  penny  stocks are suitable for the investor and that the
investor  has sufficient knowledge and experience as to be reasonably capable of
evaluating  the  risks  of penny stock transactions;  (iii) provide the investor
with a written statement setting forth the basis on which the broker/dealer made
the  determination  in (ii) above;  and (iv)  receive a signed and dated copy of
such statement  from the investor,  confirming  that it accurately  reflects the
investor's financial situation, investment experience and investment objectives.
Compliance  with  these requirements may make it more difficult for investors in
our common stock to resell their shares to third parties or to otherwise dispose
of  them.

    NASD  OTC  Bulletin  Board  Quotations.

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

RESULTS OF OPERATIONS
---------------------

For  the  Six  Months  Ended  June  30,  2002  and  2001.

Sales
-----

          Sales  for  the  six  months  ended June 30, 2002 were $148,082 versus
sales  of  $243,029  for  the comparable period in 2001, a decrease of 39%. This
decrease  in  revenues  was  primarily  attributable  to  the  Company's loss of
business due to the poor economic climate caused by the world event of the Trade
Center  tragedy  of  September  11,  2001.  Revenues  consisted  of sales of our
specialty  food products, Potato Sack food and beverage sales and lead sales. We
plan to reverse the downward trend of sales in the remainder of the year 2002 by
increasing  expenditures  on marketing and growing public awareness of products.

     Expenses
     --------

          Selling,  general and administrative expenses for the six-month period
ended  June  30, 2002 were $7,249,573, versus $265,568 for the comparable period
in  2001,  an  increase  of  over  2,600%. Expenses increased as a result of the
incurrence  of  common and preferred shares issued during the first and quarters
of  2002  in  exchange  for  web  site  development  services,  legal  services,
collateral  fee and consulting expenses. We anticipate not having to incur these
expenses  during  the  remainder  of  the  current  fiscal  year.

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

Cost  of  Sales
---------------

          One of the largest factors in the variations in the cost of sales as a
percentage  of  net  revenues  is  the  cost  of  products.

          Cost  of  sales  for  the  six  months ended June 30, 2002 was $53,390
versus $105,870 for the same period in 2001. The decrease was due to the related
decrease  in  sales.  Gross  product  margins  deteriorated  due  to the lack of
business  generated  in  the  first  quarter  of  2002.

Impact  of  Inflation
---------------------

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

Trends,  Events,  and  Uncertainties
------------------------------------

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

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

     For  the  Six  Months  Ended  June  30,  2002  and  2001.

          Cash  flows  provided  by  operations  were $51,593 for the six months
ended  June  30,  2002  versus  cash used of $4,904 for the same period in 2001.
Positive  cash  flows  for 2002 were primarily from the net loss from operations
less  the  effects  of  issuance  of  common and preferred stock in exchange for
non-cash  related  services  received during the six months ended June 30, 2002.

          We  have  funded  our  cash needs from inception through June 30, 2002
with a series of related party, debt, and equity transactions, including private
placements.

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

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












PART II. OTHER INFORMATION
--------


Item  1.  Legal  Proceedings
-------

     As  of August 12, 2002, the Company faces several lawsuits filed by various
former vendors. The Company has accrued $17,000 for a judgment filed against the
Company  by a former landlord. The amount is probable of payment under Statement
of  Financial  Accounting  Standards  No.  5. The Company believes that adequate
provision  has been made for all other judgments that may be awarded against the
Company.

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

Item  2.  Changes  in  Securities
-------

The following are details of unregistered sales of securities during the quarter
ended  June  30,  2002:
On  April  11,  2002,  Allen  Weintraub, our president and a director, converted
1,245,143  shares of preferred stock into 12,451,430 restricted and unregistered
shares of common stock. The stock certificate was issued to the legal title of a
company  owned by Mr. Weintraub. After the conversion of these preferred shares,
we  had  1,254,857 shares of our preferred stock outstanding. Allen Weintraub is
the  holder  of  1,254,857 shares of preferred stock that has not been converted
into  common  stock as of August 12, 2002.  Each share of these preferred shares
is  convertible  into  ten  shares of common stock or an aggregate of 12,548,570
shares  of  common  stock  upon  conversion.
On  April  25,  2002,  Allen Weintraub, our president and a director, was issued
14,000,000  restricted and unregistered shares of common stock in exchange for a
collateral  fee for a loan made to us from a related party of Allen's. The stock
certificate  was  issued to the legal title of a company owned by Mr. Weintraub.
This  transaction  was valued at our closing stock price on the date of issuance
of  $.36  or  $5,040,000.
On  April  20, 2002, certain unrelated creditors were issued 3,200,000 shares of
common  stock  in  exchange  for  conversion  of  former  obligations.
On  April  19, 2002, an unrelated consultant was issued 1,550,000 restricted and
unregistered  shares of common stock in exchange for investor relation services.
This  transaction  was valued at our closing stock price on the date of issuance
of  $.32  or  $496,000.

Item  3.  Defaults  upon  Senior  Securities
-------

None.

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

Our  shareholders voted to approve the acquisitions of PS and UDS. This approval
of  our shareholders was given by the written consent of the holders of over 50%
of  our  outstanding  common  stock.

Item  5.  Other  Information
-------

None.

Item  6.  Exhibits  and  Reports  on  Form  8-K
-------

          10.1 Purchase agreement with The Potato Sack, Inc.
          10.2 Purchase agreement with Universal Data Systems, Inc.






                           --SIGNATURE PAGE FOLLOWS--










                                   SIGNATURES
                                   ----------

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

                                   VECTOR HOLDINGS CORPORATION
                                   ---------------------------
                                        (Registrant)


                                        /s/ Allen Weintraub
Date:  August 12, 2002                  ________________________
                                        Allen Weintraub
                                        President