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 March 31, 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
incorporation or organization)                  identification No.)


            19495 Biscayne Blvd., Suite 807, 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 May 14, 2002: 9,657,702







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


PART I. FINANCIAL INFORMATION
-----------------------------
                                                  Page
                                                  ----
     Item 1.     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                     16






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

     Condensed Consolidated Statements of Operations- For the
     Three Months Ended March 31, 2002 and 2001                        4

     Condensed Consolidated Statements of Cash Flows- For the
     Three Months Ended March 31, 2002 and 2001                        5

     Notes to Unaudited Condensed Consolidated Financial
     Statements                                                        6






<TABLE>
<CAPTION>


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

<S>                                                                <C>         <C>
                                                                (Unaudited)
                                                              March 31, 2002  Dec. 31, 2001
                     ASSETS
                     ------
CURRENT ASSETS:
-----------------------------------------------------------------
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . .  $     -0-   $     -0-
Accounts receivable, net. . . . . . . . . . . . . . . . . . . . .      1,121       4,258
Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . .     59,534      59,627
Due from related party. . . . . . . . . . . . . . . . . . . . . .      2,500       2,500
TOTAL CURRENT ASSETS. . . . . . . . . . . . . . . . . . . . . . .     63,155      66,385
                                                                   ----------  ----------

PROPERTY, PLANT, AND EQUIPMENT, NET . . . . . . . . . . . . . . .        611         656
                                                                   ----------  ----------

OTHER ASSETS:
-----------------------------------------------------------------
Deposit - UDS acquisition . . . . . . . . . . . . . . . . . . . .     10,000         -0-
Deposits - trade. . . . . . . . . . . . . . . . . . . . . . . . .      1,000       1,000
TOTAL OTHER ASSETS. . . . . . . . . . . . . . . . . . . . . . . .     11,000       1,000
                                                                   ----------  ----------
TOTAL ASSETS. . . . . . . . . . . . . . . . . . . . . . . . . . .  $  74,766   $  68,041
                                                                   ----------  ----------

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
-----------------------------------------------------------------

CURRENT LIABILITIES
-----------------------------------------------------------------
Accounts payable and accrued expenses . . . . . . . . . . . . . .  $ 167,848   $ 148,276
Excess of outstanding checks over bank balances . . . . . . . . .      4,475         420
Due to related parties. . . . . . . . . . . . . . . . . . . . . .    152,200      75,611
TOTAL CURRENT LIABILITIES . . . . . . . . . . . . . . . . . . . .    324,523     224,307
                                                                  ----------   ----------
LONG-TERM OBLIGATIONS . . . . . . . . . . . . . . . . . . . . . .        -0-         -0-
                                                                  -----------  ----------

STOCKHOLDERS' (DEFICIT)
-----------------------------------------------------------------
Preferred stock ($.10 par value, non-voting, 6,000,000 shares
authorized; 2,500,000 and -0- shares issued and outstanding at
March 31, 2002 and December 31, 2001, respectively) . . . . . . .    250,000         -0-
Common stock ($.001 par value, 600,000,000 shares authorized;
4,407,702 and 9,477,664 issued and outstanding at March 31, 2002
and December 31, 2001, respectively). . . . . . . . . . . . . . .      4,408       9,478
Additional paid in capital. . . . . . . . . . . . . . . . . . . .    480,842     326,842
Retained (deficit). . . . . . . . . . . . . . . . . . . . . . . .   (985,007)   (492,586)
TOTAL STOCKHOLDERS' (DEFICIT) . . . . . . . . . . . . . . . . . .   (249,757)   (156,266)
                                                                   ----------  ----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT . . . . . . . . . . .  $  74,766   $  68,041
                                                                   ----------  ----------
</TABLE>



<TABLE>
<CAPTION>


                    VECTOR HOLDINGS CORPORATION & SUBSIDIARY
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001

<S>                                   <C>               <C>
                                      Three             Three
                                      Months Ended      Months Ended
                                      March 31, 2002    March 31, 2001
REVENUES:
------------------------------------
Sales. . . . . . . . . . . . . . . .  $         2,566   $       150,086
Cost of Sales. . . . . . . . . . . .          (17,418)          (48,766)
GROSS PROFIT (LOSS). . . . . . . . .          (14,852)          101,320
                                      ----------------  ----------------

EXPENSES:
------------------------------------
Selling, general and administrative.          477,569           104,584
TOTAL EXPENSES . . . . . . . . . . .          477,569           104,584
                                      ----------------  ----------------

OPERATING (LOSS) . . . . . . . . . .  $      (492,421)  $        (3,264)

OTHER INCOME (EXPENSE) . . . . . . .              -0-               -0-

NET LOSS . . . . . . . . . . . . . .  $      (492,421)  $        (3,264)
                                      ================  ================
  Net loss per share -
  basic and fully diluted. . . . . .  $         (0.15)  $            **
                                      ================  ================
  Weighted Average Shares. . . . . .        3,389,752         7,252,664
                                      ================  ================

** Less than $.01
</TABLE>







<TABLE>
<CAPTION>


                                    VECTOR HOLDINGS CORPORATION & SUBSIDIARY
                               CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001


<S>                                                                          <C>               <C>

                                                                             Three             Three
                                                                             Months Ended      Months Ended
                                                                             March 31, 2002    March 31, 2001
CASH FLOWS FROM OPERATING ACTIVITIES:
---------------------------------------------------------------------------
Net loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $      (492,421)  $        (3,264)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               45                89
Bad debt write-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . .            3,137               -0-
Common stock issued for services. . . . . . . . . . . . . . . . . . . . . .          155,000               -0-
Preferred stock issued for services . . . . . . . . . . . . . . . . . . . .          250,000               -0-
Reverse stock split adjustment. . . . . . . . . . . . . . . . . . . . . . .           (6,070)              -0-
(Increase) decrease in operating assets:
Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . .              -0-            28,159
Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               93               -0-
Deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          (10,000)              -0-
Due from related party. . . . . . . . . . . . . . . . . . . . . . . . . . .              -0-              (200)
Increase (decrease) in operating liabilities:
Accounts payable and accrued expenses . . . . . . . . . . . . . . . . . . .           19,572           (20,303)
Due to related parties. . . . . . . . . . . . . . . . . . . . . . . . . . .           76,589           (17,496)
Excess of outstanding checks over bank balance. . . . . . . . . . . . . . .            4,055            12,931
NET CASH USED IN OPERATING ACTIVITIES . . . . . . . . . . . . . . . . . . .              -0-               (84)
                                                                             ----------------  ----------------

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

NET DECREASE IN CASH AND CASH EQUIVALENTS . . . . . . . . . . . . . . . . .              -0-               (84)
                                                                             ----------------  ----------------
CASH AND CASH EQUIVALENTS,
BEGINNING OF THE PERIOD . . . . . . . . . . . . . . . . . . . . . . . . . .  $           -0-                84
                                                                             ---------------   ----------------
END OF THE PERIOD . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $           -0-   $           -0-
                                                                             ---------------   ----------------
SUPPLEMENTARY CASH FLOW INFORMATION OF NON-CASH FINANCING:
---------------------------------------------------------------------------
    Common stock issued for services. . . . . . . . . . . . . . . . . . . .  $       155,000   $           -0-
Preferred stock issued for services . . . . . . . . . . . . . . . . . . . .  $       250,000   $           -0-
                                                                             ================  ================
Common stock issued for deposit on acquisition. . . . . . . . . . . . . . .  $       (10,000)  $           -0-
                                                                             ================  ================
</TABLE>









                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                           VECTOR HOLDINGS CORPORATION
                           March 31, 2002 (Unaudited)


ITEM 1.
-------

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

     The  accompanying  unaudited  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
financial  statements.

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

NOTE  2  -  EARNINGS  (LOSS)  PER  SHARE
----------------------------------------

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

                                Three           Three
                                Months  Ended   Months  Ended
BASIC  & FULLY DILUTED          March 31, 2002  March 31, 2001
--------------------            ------------------------------

Net income (loss)               $    (492,421)  $      (3,264)

Less- preferred stock dividends          -0-             -0-
                                 -------------  --------------
Net income (loss)               $    (492,421)  $      (3,264)
                                --------------  --------------
Weighted average number
Of common shares                    3,389,752       7,252,664
                                --------------  --------------

Basic& Fully Diluted
Income (loss) per share         $      (.15)    $          **
                                ==============  ==============

** 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 three months ended March 31, 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  807 - Aventura, FL 33180 and is a full-service wholesale
food  distributor.  In  addition, we have also commenced operations of a website
for  the sale and distribution of specialty food products over the Internet. See
"Internet  Distribution"  below.

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.

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.

      Recent  Acquisition  Subsequent  to  March  31,  2002

On  April  24,  2002,  we acquired the assets only of a leads company located in
Broward  County,  Florida.  The acquired assets consisted of computer equipment,
printers, desks, chairs, office equipment and leads lists collectively valued at
approximately  $10,000.  We  issued  500,000 restricted common shares during the
three  months  ended  March  31, 2002 as a deposit on the purchase. These shares
were  subsequently  titled  in  the  name of Universal Data Services of Broward,
Inc.,  the  seller, upon consummation of the purchase agreement. 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.

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  $.16  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  Three  Months  Ended  March  31,  2002  and  2001.

Sales
-----

          Sales  for  the  three  months ended March 31, 2002 were $2,566 versus
sales  of  $150,086  for  the comparable period in 2001, a decrease of 99%. 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. 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 three-month
period  ended  March  31, 2002 were $477,569, versus $104,584 for the comparable
period  in  2001,  an  increase  of  358%. Expenses increased as a result of the
incurrence  of  common  and  preferred shares issued during the first quarter of
2002  in  exchange  for  web  site  development  services,  legal  services  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 three months ended March 31, 2002 was $17,418
versus  $48,766 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. That last two quarters of our business have
been materially and adversely affected by the terrorist attacks of September 11,
2001.  Although  we  have  noted  some  positive  general economic trends in the
specialty  food  market  during  the  second  quarter  of  2002, there can be no
assurance that we will re-achieve the level of sales that were reported in 2001.

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

     For  the  Three  Months  Ended  March  31  2002  and  2001.

          Cash  flows  used  in  operations were $-0- for the three months ended
March  31,  2002  versus  cash used of $84 for the same period in 2001. Negative
cash flows for the quarter were primarily from the net loss from operations that
was  $492,421  less  the  effects  of  issuance of common and preferred stock in
exchange  for  non-cash related services received during the quarter ended March
31,  2002.

          We  have  funded  our cash needs from inception through March 31, 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 www.Bestfoodonline.com. We project that
we  will  need additional capital to fund operations over the next 12 months. If
the  projected  revenues of www.Bestfoodonline.com fall short of needed capital,
the  Company  will  not  be  able to sustain its capital needs for more than six
months.  We  will  then need to obtain additional capital through equity or debt
financing  to  sustain  operations for an additional year. A lack of significant
revenues beginning in the 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  May  14,  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
-------

On  January  18, 2002, we reverse split our common stock at a ratio of 25 for 1.
Our  Board of Directors and a majority of our shareholders approved this reverse
stock split. Prior to the reverse split, we had 9,477,664 shares of common stock
outstanding.  After  the  reverse  split,  we had 379,107 shares of common stock
outstanding.
This  reverse  stock split did not affect our authorized shares or the par value
of our shares. We are authorized to issue 600,000,000 shares of common stock and
6,000,000  shares  of  preferred  stock.
In  January  of  2002, Allen Weintraub, our president and a director, was issued
2,500,000  shares  of  our  preferred  stock  for  services  rendered. After the
issuance  of  these  preferred  shares, we had 2,500,000 shares of our preferred
stock  outstanding.  Allen  Weintraub  is  the  holder  of  2,500,000  shares of
preferred  stock  at  May  14,  2002.

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

None.

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

On  January 18, 2002, our shareholders voted to approve a reverse stock split of
our  common  stock  at a ratio of 25 to 1. 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
-------

(a)  Exhibits

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

(b)  Reports  on  Form  8-K

     None.




                                   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:  May 14, 2002                     ________________________
                                        Allen Weintraub
                                        President