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<TITLE>VHLD</TITLE>
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<table border="0" cellpadding="0" cellspacing="0" width="100%" height="324">
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    <td width="100%" colspan="2" height="21"><p ALIGN="CENTER"><font size="4"><b>U.S.
    SECURITIES AND EXCHANGE COMMISSION</b></font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="21"><p ALIGN="CENTER"><font size="4"><b>Washington,
    D.C. 20549</b></font></td>
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  <tr>
    <td width="100%" colspan="2" height="21">&nbsp; </td>
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  <tr>
    <td width="100%" colspan="2" height="21"><p ALIGN="CENTER"><strong>FORM S-8</strong></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="21">&nbsp; </td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="21"><p ALIGN="CENTER">REGISTRATION STATEMENT</td>
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    <td width="100%" colspan="2" height="21"><p ALIGN="CENTER">UNDER</td>
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    <td width="100%" colspan="2" height="21"><p ALIGN="CENTER">THE SECURITIES ACT OF 1933</td>
  </tr>
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    <td width="100%" colspan="2" height="21">&nbsp; </td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="21">&nbsp; </td>
  </tr>
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    <td width="100%" colspan="2" height="24"><font size="4"><p ALIGN="CENTER"><u>Vector
    Holding Corporation</u></font></td>
  </tr>
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    <td width="100%" colspan="2" height="21"><p align="center"><font size="1">&nbsp; (Exact
    name of registrant as specified in its charter)</font></td>
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    <td width="100%" colspan="2" height="21"></td>
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    <td width="50%" align="center" height="21"><p align="center"><font face="Times New Roman"
    size="3"><u>Nevada</u></font></td>
    <td width="50%" align="center" height="21"><u><font size="3">33-0254334</font></u></td>
  </tr>
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    <td width="50%" align="center" height="16"><font size="1">(State or other jurisdiction of
    Incorporation or organization) </font></td>
    <td width="50%" align="center" height="16"><font size="1">(I.R.S. Employer identification
    No.)</font></td>
  </tr>
  <tr>
    <td width="100%" height="21" colspan="2"></td>
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    <td width="100%" height="21" colspan="2"><font size="1"><p ALIGN="CENTER"></font><u><font
    size="3">120 North East 179th Street, Miami, FL 33179</font></u></td>
  </tr>
  <tr>
    <td width="100%" height="21" colspan="2"><p align="center"><font size="2">(Address of
    Principal Executive Offices and Zip Code)</font></td>
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    <td width="100%" height="21" colspan="2"></td>
  </tr>
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    <td width="100%" height="21" colspan="2"></td>
  </tr>
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    <td width="100%" height="21" colspan="2"><p ALIGN="CENTER"><u>ADVISORY AND CONSULTING
    AGREEMENTS</u></td>
  </tr>
  <tr>
    <td width="100%" height="21" colspan="2"><p align="center"><font size="2">(Full title of
    plan)</font></td>
  </tr>
  <tr>
    <td width="100%" height="21" colspan="2"><font size="1">&nbsp; </font></td>
  </tr>
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    <td width="100%" height="21" colspan="2"><font size="1"><p ALIGN="CENTER"></font><font
    size="3">Allen Weintraub, President</font></td>
  </tr>
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    <td width="100%" height="21" colspan="2"><font size="3"><p align="center"><u>120 North
    East 179th Street, Miami, FL 33179</u></font></td>
  </tr>
  <tr>
    <td width="100%" height="21" colspan="2"><font size="1"><p align="center">(Name and
    address of agent for service)</font></td>
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    <td width="100%" height="21" colspan="2"></td>
  </tr>
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    <td width="100%" height="21" colspan="2"><font size="3"><p align="center"><u>(305)
    681-5191</u></font></td>
  </tr>
  <tr>
    <td width="100%" height="21" colspan="2"><p align="center"><font size="1">(Telephone
    number, including area code, of agent for service)</font></td>
  </tr>
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    <td width="100%" height="21" colspan="2"></td>
  </tr>
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    <td width="100%" height="11" colspan="2"><p align="center"><font size="1">Copy to:</font></td>
  </tr>
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    <td width="100%" height="21" colspan="2"><p align="center"><font size="2">Thomas J. Craft,
    Jr., P.A.</font></td>
  </tr>
  <tr>
    <td width="100%" height="21" colspan="2"><p align="center"><font size="2">301 Clematis
    Street, Suite 3000</font></td>
  </tr>
  <tr>
    <td width="100%" height="21" colspan="2"><p align="center"><font size="2">West Palm Beach,
    FL 33401</font></td>
  </tr>
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    <td width="100%" height="21" colspan="2"><p align="center"><u><font size="1">(561)
    651-7336</font></u></td>
  </tr>
  <tr>
    <td width="100%" height="21" colspan="2"></td>
  </tr>
</TABLE>
<font size="1">

<p ALIGN="CENTER">CALCULATION OF REGISTRATION FEE</p>
</font>

<table BORDER="0" CELLSPACING="0" CELLPADDING="0" WIDTH="711">
  <tr>
    <td WIDTH="142" VALIGN="top"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0)"><font size="2">Title
    of securities to be registered</font></td>
    <td WIDTH="96" VALIGN="top"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0)"><p
    align="center"><font size="2">Amount to be registered</font></td>
    <td WIDTH="129" VALIGN="top"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0)"><p
    align="center"><font size="2">Proposed maximum Offering price per share</font></td>
    <td WIDTH="142" VALIGN="top"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0)"><p
    align="center"><font size="2">Proposed maximum aggregate offering price</font></td>
    <td WIDTH="102" VALIGN="top"
    style="border-left: 1px solid rgb(0,0,0); border-right: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0)"><p
    align="center"><font size="2">Amount of registration fee</font></td>
  </tr>
  <tr>
    <td WIDTH="142" VALIGN="top"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><font
    size="2">Common Stock (par value .001)</font></td>
    <td WIDTH="96" VALIGN="top"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><p
    align="center"><font size="2">1,600,000</font></td>
    <td WIDTH="129" VALIGN="top"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><p
    ALIGN="CENTER"><font size="2">$.01</font></td>
    <td WIDTH="142" VALIGN="top"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><p
    ALIGN="CENTER"><font size="2">$16,000</font></td>
    <td WIDTH="102" VALIGN="top" style="border: 1px solid rgb(0,0,0)"><p align="center"><font
    size="2">$10.00</font></td>
  </tr>
  <tr>
    <td WIDTH="611" VALIGN="top"
    style="border-left: 1px none; border-right: medium none; border-top: 1px none rgb(0,0,0); border-bottom: 1px none rgb(0,0,0)"
    colspan="5"><font size="1">(1) The amount being registered includes an indeterminate
    number of shares of common stock, which may be issuable as a result of stock splits, stock
    dividends and other events, in accordance with Rule 416(a) under the Securities Act of
    1933, as amended.</font></td>
  </tr>
  <tr>
    <td WIDTH="611" VALIGN="top"
    style="border-left: 1px none; border-right: medium none; border-top: 1px none rgb(0,0,0); border-bottom: 1px none rgb(0,0,0)"
    colspan="5"><font size="1">(2) Estimated solely for the purpose of calculating the amount
    of registration fee. Such estimate has been computed in accordance with Rules 457(c) and
    457(h) of the General Rules and Regulations under the Securities Act of 1993, as amended,
    based upon the par value of the common stock of $.01 per share. There has been no trading
    market for the shares for the past year and the registrant's shares of common stock has
    only recently become eligible for quotation on the OTC:BB as a result of the registrant
    becoming current under the Exchange Act. As a result of the fact that there is no market
    for the securities to be offered, and that registrant's shares of common stock have a
    negative book value, the offering price has been arbitrarily determined at $.01 per share.
    </font><br>
    <br>
    </td>
  </tr>
</TABLE>
<b>

<p ALIGN="CENTER">&nbsp;</p>
</b>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER"><b>PART I</b></p>

<p ALIGN="CENTER">INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS</p>

<p ALIGN="JUSTIFY">Item 1. Plan Information. </p>

<p ALIGN="JUSTIFY">The Registrant, Vector Holdings Corporation, a Nevada corporation
(&quot;VHLD or the &quot;Registrant&quot;), has agreed to issue shares of common stock as
compensation for services provided by Douglas B. Zemsky (750,000 shares) and Marc L. Baker
(750,000 shares). This compensation is for bona fide consulting services provided by these
persons to VHLD as follows: business consulting services to VHLD's management, long-term
strategic planning, negotiation of joint ventures relating to VHLD's business expansion,
including new distribution agreements intended to broaden VHLD's product lines and
services. Messrs. Zemsky and Baker provide VHLD with advise on general business matters,
from time to time, at the request of VHLD.</p>

<p ALIGN="JUSTIFY">In addition, this registration statement provides for the issuance of
100,000 shares to Thomas J. Craft, Jr. for corporate securities compliance services to the
Registrant on a continuing basis and services provided during the past year in connection
with VHLD's efforts to become and remain current under the reporting requirements of the
Exchange Act, including preparation and filing of our Annual Reports on Form 10-KSB for
our years ended December 31, 1999 and 2000, our Quarterly Reports for 1999, 2000 and 2001
to date, and Current Reports on Form 8-K. </p>

<p ALIGN="JUSTIFY">Item 2. Registrant Information and Employee Plan Annual Information. </p>

<p>Not applicable.</p>
<b>

<p ALIGN="CENTER">PART II</p>
</b>

<p ALIGN="CENTER">INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</p>

<p>Item 3. Incorporation of Documents by Reference</p>

<p ALIGN="JUSTIFY">The following documents filed by Vector Holdings Corporation with the
SEC are incorporated by reference herein:</p>

<p ALIGN="JUSTIFY">(a) the Annual Report on Form 10-KSB under the Exchange Act for the
fiscal year ended December 31, 2000 (Commission File No. 0-17303):</p>

<p>(b) all other reports filed by the Company pursuant to Section 13 or Section 15 (d) of
the Exchange Act since December 31, 2000 through the date hereof; and</p>

<p ALIGN="JUSTIFY">(c) All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this registration
statement and prior to the filing of a post-effective amendment to this registration
statement which indicates that all securities offered hereby have been sold or which
deregisters all securities remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be a part hereof from the date of filing
of such documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded for purposes
of this registration statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to constitute a part
of this registration statement.</p>

<p>Item 4. Description of Securities</p>

<p>Reference is made to Registrant&#146;s Registration Statement on Form 10 (Commission
File No. 0-17303) filed pursuant to Section 12 of the Exchange Act.</p>

<p>Item 5. Interests of Named Experts and Counsel</p>

<p ALIGN="JUSTIFY">The validity of the shares issuable by the Registrant under this
registration statement has been passed upon for the Registrant by Thomas J. Craft, Jr.,
P.A., 301 Clematis Street, Suite 3000, West Palm Beach, FL 33401. Mr. Craft is being
issued in this Registration Statement 100,000 VHLD shares, which has a fair market value
is less than $50,000. Mr. Craft owns no other securities of VHLD.</p>

<p>Item 6. Indemnification of Directors and Officer</p>

<p ALIGN="JUSTIFY">The Articles of Incorporation of the Company provides that all
directors, officers, employees and agents of the Company shall be entitled to be
indemnified by the Company to the fullest extent permitted by law. The Articles of
Incorporation also provides as follows: The Company shall indemnify its directors,
officers and employees as follows: (a) Every director, officer, or employee of the Company
shall be indemnified by the Company against all expenses and liabilities, including
counsel fees, reasonably incurred by or imposed upon him in connection with any proceeding
to which he may become involved, by reason of his being or having been a director, officer
employee or agent of the Company or is or was serving at the request of the Company as a
director, officer, employee or agent of the Company partnership, joint venture trust or
enterprise, or any settlement thereof, whether or not he is a director, officer, employee
or agent at the time such expenses are incurred, except in such cases wherein the
director, officer or employee is adjudged guilty of willful misfeasance or malfeasance in
the performance of his duties; provided that in the event of a settlement the
indemnification herein shall apply only when the Board of Directors approves such
settlement and reimbursement as being for the best interests of the Company. (b) The
Company shall provide to any person who is or was a director, officer, employee or agent
of the Company or is or was serving at the request of the Company as a director, officer,
employee or agent of the Company, partnership, joint venture, trust or enterprise, the
indemnity against expenses of suit, litigation or other proceedings which is specifically
permissible under applicable law. (c) The Board of Directors may, in its discretion,
direct the purchase of liability insurance by way of implementing the provisions regarding
indemnification as set forth in the Company&#146;s Articles of Incorporation. </p>

<p>Commission Policy</p>

<p ALIGN="JUSTIFY">Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore, unenforceable.</p>

<p>Item 7. Exemption from Registration Claimed</p>

<p>Not applicable.</p>

<p>Item 8. Exhibits</p>

<p>The Exhibits to this registration statement are listed in the index to Exhibits on page
____.</p>

<p>Item 9. Undertakings</p>

<p>(a) The undersigned Registrant hereby undertakes: </p>

<p>(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

<dir>
  <p>(i) To include any prospectus required by section 10(a)(3) of the Securities Act of
  1933; </p>
  <p>(ii) To reflect in the prospectus any facts or events arising after the effective date
  of the registration statement (or the most recent post-effective amendment thereof) which,
  individually or in the aggregate, represent a fundamental change in the information in the
  registration statement. To reflect in the prospectus any facts or events arising after the
  effective date of the registration statement (or the most recent post-effective amendment
  thereof) which, individually or in the aggregate, represent a fundamental change in the
  information set forth in the registration statement. Notwithstanding the foregoing, any
  increase or decrease in volume of securities offered (if the total dollar value of
  securities offered would not exceed that which was registered) and any deviation from the
  low or high end of the estimated maximum offering range may be reflected in the form of
  prospectus filed with the Commission pursuant to Rule 424(b) (Section 230.424(b) of
  Regulation S-K) if, in the aggregate, the changes in volume and price represent no more
  than a 20% change in the maximum aggregate offering price set forth in the
  &quot;Calculation of Registration Fee&quot; table in the effective registration statement;
  </p>
  <p>(iii) To include any material information with respect to the plan of distribution not
  previously disclosed in the registration statement or any material change to such
  information in the registration statement; </p>
  <p>Provided, however<i>,</i> That paragraphs (a)(1)(i) and (a)(1)(ii) of this section do
  not apply if the registration statement is on Form S-8 (Section 239.16b of Regulation S-K)
  and the information required to be included in a post-effective amendment by those
  paragraphs is contained in periodic reports filed with or furnished to the Commission by
  the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
  1934 that are incorporated by reference in the registration statement. </p>
  <p>(2) That, for the purpose of determining any liability under the Securities Act of
  1933, each such post-effective amendment shall be deemed to be a new registration
  statement relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof. </p>
  <p>(3) To remove from registration by means of a post-effective amendment any of the
  securities being registered which remain unsold at the termination of the offering. </p>
</dir>

<p>(b)<i> </i>Filings incorporating subsequent Exchange Act documents by reference. </p>

<p>The undersigned Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Registrant's Annual Report
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's Annual Report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof. </p>

<p ALIGN="JUSTIFY">Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the above-described provisions or otherwise, the Registrant has
been advised that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or controlling person
of the Registrant in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such issue.</p>
<b>

<p ALIGN="CENTER">SIGNATURES</p>
</b>

<p ALIGN="JUSTIFY">Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing a registration statement on Form S-8 and has duly caused this
registration statement to be signed by the undersigned.</p>

<p>Vector Holdings Corporation.</p>
<u>

<p>By: /s/ Allen Weintraub</p>
</u>

<p>Allen Weintraub, President</p>

<p>&nbsp;</p>
<font size="2">

<p ALIGN="CENTER"></font><font size="3">INDEX TO EXHIBITS</font></p>

<p>5.1 Opinion of Counsel, regarding the legality of the securities registered hereunder.</p>

<p>23.1 Consent of Independent Public Accountants. </p>

<p>23.2 Consent of Counsel (included as part of Exhibit 5.1)</p>

<p ALIGN="left">Exhibit 5.1</p>

<table border="0" cellpadding="0" cellspacing="0" width="100%">
  <tr>
    <td width="100%" colspan="2"><font SIZE="4"><b><p ALIGN="CENTER">Thomas J. Craft, Jr.,
    P.A.</b></font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2"><b><p ALIGN="CENTER">Attorney at Law</b></td>
  </tr>
  <tr>
    <td width="100%" colspan="2"><b><p ALIGN="CENTER">301 Clematis Street, Suite 3000</b></td>
  </tr>
  <tr>
    <td width="100%" colspan="2"><b><p ALIGN="CENTER">West Palm Beach, FL 33401</b></td>
  </tr>
  <tr>
    <td width="100%" colspan="2"><b><font size="3"><p ALIGN="CENTER">(561) 651-7336</font></b></td>
  </tr>
  <tr>
    <td width="100%" colspan="2"><b><font size="3">&nbsp; </font></b></td>
  </tr>
  <tr>
    <td width="100%" colspan="2">June 25, 2001</td>
  </tr>
  <tr>
    <td width="100%" colspan="2">US Securities and Exchange Commission</td>
  </tr>
  <tr>
    <td width="100%" colspan="2">450 Fifth Street NW</td>
  </tr>
  <tr>
    <td width="100%" colspan="2">Washington, DC 20549</td>
  </tr>
  <tr>
    <td width="1%">Re: </td>
    <td width="100%">Vector Holdings Corporation</td>
  </tr>
  <tr>
    <td width="10%"></td>
    <td width="90%">Commission File # 0-17303</td>
  </tr>
  <tr>
    <td width="10%"></td>
    <td width="90%">Registration Statement on Form S-8</td>
  </tr>
</TABLE>

<p>Gentleman:</p>

<p ALIGN="JUSTIFY">I have acted as counsel for Vector Holdings Corporation (the
&quot;Registrant&quot;), in connection with the preparation and filing of the
Registrant&#146;s registration statement on Form S-8 under the Securities Act of 1933, as
amended, relating to 1,600,000 shares of the Registrant&#146;s common stock. The shares
are issuable for to natural persons for bona fide consulting services and corporate
securities compliance services to the Registrant.</p>

<p ALIGN="JUSTIFY">I have examined the Articles of Incorporation, as amended, and the
By-Laws of the Registrant and all amendments thereto, the registration statement and
originals, or copies certified to my satisfaction, of such records and meetings, written
actions in lieu of meetings, or resolutions adopted at meetings, of the directors of the
Registrant, and such other documents and instruments as in my judgment are necessary or
appropriate to enable me to render the opinions expressed below.</p>

<p ALIGN="JUSTIFY">Based on the foregoing examination, I am of the opinion that the shares
issuable by the Registrant in the registration statement are duly authorized and, when
issued hereunder will be validly issued, fully paid and nonassessable. </p>

<p ALIGN="JUSTIFY">Further, I consent to the filing of this opinion as an exhibit to the
registration statement.</p>

<p>Very truly yours,</p>
<u>

<p>/s/ Thomas J. Craft, Jr.</p>
</u>

<p>Thomas J. Craft, Jr., P.A.</p>

<p ALIGN="left">&nbsp;</p>

<p ALIGN="left">Exhibit 23.1</p>
<u><b>

<p ALIGN="CENTER">CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS</p>
</b></u>

<p ALIGN="JUSTIFY">We previously issued our report dated March 7, 2001 accompanying the
financial statements of Vector Holdings Corporation (the &quot;Registrant&quot;) for the
year ended December 31, 2000 filed with the Registrant's Annual Report on Form 10-KSB. We
hereby consent to the incorporation by reference of said report in the filing of the
registration statement on Form S-8 with the Securities and Exchange Commission by the
Registrant. </p>

<p>&nbsp;</p>

<p>/s/ <u>Grassano Accounting, P.A.</u></p>

<p>June 25, 2001</p>

<p>&nbsp;</p>
</body>
</HTML>
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{"company-data": {"conformed-name": "VECTOR HOLDINGS CORP", "cik": "0000830664", "assigned-sic": "3711", "irs-number": "651021346", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-63744", "film-number": "1666502"}, "business-address": {"street1": "120 NE 179TH STREET", "city": "MIAMI", "state": "FL", "zip": "33179", "phone": "3056815191"}, "mail-address": {"street1": "120 NE 179TH STREET", "city": "MIAMI", "state": "FL", "zip": "33179"}, "former-company": {"former-conformed-name": "VECTOR AEROMOTIVE CORP", "date-changed": "19920703"}}
VHLD
U.S.
    SECURITIES AND EXCHANGE COMMISSION
Washington,
    D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Vector
    Holding Corporation
(Exact
    name of registrant as specified in its charter)
Nevada
33-0254334
(State or other jurisdiction of
    Incorporation or organization)
(I.R.S. Employer identification
    No.)
120 North East 179th Street, Miami, FL 33179
(Address of
    Principal Executive Offices and Zip Code)
ADVISORY AND CONSULTING
    AGREEMENTS
(Full title of
    plan)
Allen Weintraub, President
120 North
    East 179th Street, Miami, FL 33179
(Name and
    address of agent for service)
(305)
    681-5191
(Telephone
    number, including area code, of agent for service)
Copy to:
Thomas J. Craft,
    Jr., P.A.
301 Clematis
    Street, Suite 3000
West Palm Beach,
    FL 33401
(561)
    651-7336
CALCULATION OF REGISTRATION FEE
Title
    of securities to be registered
Amount to be registered
Proposed maximum Offering price per share
Proposed maximum aggregate offering price
Amount of registration fee
Common Stock (par value .001)
1,600,000
$.01
$16,000
$10.00
(1) The amount being registered includes an indeterminate
    number of shares of common stock, which may be issuable as a result of stock splits, stock
    dividends and other events, in accordance with Rule 416(a) under the Securities Act of
    1933, as amended.
(2) Estimated solely for the purpose of calculating the amount
    of registration fee. Such estimate has been computed in accordance with Rules 457(c) and
    457(h) of the General Rules and Regulations under the Securities Act of 1993, as amended,
    based upon the par value of the common stock of $.01 per share. There has been no trading
    market for the shares for the past year and the registrant's shares of common stock has
    only recently become eligible for quotation on the OTC:BB as a result of the registrant
    becoming current under the Exchange Act. As a result of the fact that there is no market
    for the securities to be offered, and that registrant's shares of common stock have a
    negative book value, the offering price has been arbitrarily determined at $.01 per share.
PART I
INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The Registrant, Vector Holdings Corporation, a Nevada corporation
("VHLD or the "Registrant"), has agreed to issue shares of common stock as
compensation for services provided by Douglas B. Zemsky (750,000 shares) and Marc L. Baker
(750,000 shares). This compensation is for bona fide consulting services provided by these
persons to VHLD as follows: business consulting services to VHLD's management, long-term
strategic planning, negotiation of joint ventures relating to VHLD's business expansion,
including new distribution agreements intended to broaden VHLD's product lines and
services. Messrs. Zemsky and Baker provide VHLD with advise on general business matters,
from time to time, at the request of VHLD.
In addition, this registration statement provides for the issuance of
100,000 shares to Thomas J. Craft, Jr. for corporate securities compliance services to the
Registrant on a continuing basis and services provided during the past year in connection
with VHLD's efforts to become and remain current under the reporting requirements of the
Exchange Act, including preparation and filing of our Annual Reports on Form 10-KSB for
our years ended December 31, 1999 and 2000, our Quarterly Reports for 1999, 2000 and 2001
to date, and Current Reports on Form 8-K.
Item 2. Registrant Information and Employee Plan Annual Information.
Not applicable.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Vector Holdings Corporation with the
SEC are incorporated by reference herein:
(a) the Annual Report on Form 10-KSB under the Exchange Act for the
fiscal year ended December 31, 2000 (Commission File No. 0-17303):
(b) all other reports filed by the Company pursuant to Section 13 or Section 15 (d) of
the Exchange Act since December 31, 2000 through the date hereof; and
(c) All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this registration
statement and prior to the filing of a post-effective amendment to this registration
statement which indicates that all securities offered hereby have been sold or which
deregisters all securities remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be a part hereof from the date of filing
of such documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded for purposes
of this registration statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to constitute a part
of this registration statement.
Item 4. Description of Securities
Reference is made to Registrant's Registration Statement on Form 10 (Commission
File No. 0-17303) filed pursuant to Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel
The validity of the shares issuable by the Registrant under this
registration statement has been passed upon for the Registrant by Thomas J. Craft, Jr.,
P.A., 301 Clematis Street, Suite 3000, West Palm Beach, FL 33401. Mr. Craft is being
issued in this Registration Statement 100,000 VHLD shares, which has a fair market value
is less than $50,000. Mr. Craft owns no other securities of VHLD.
Item 6. Indemnification of Directors and Officer
The Articles of Incorporation of the Company provides that all
directors, officers, employees and agents of the Company shall be entitled to be
indemnified by the Company to the fullest extent permitted by law. The Articles of
Incorporation also provides as follows: The Company shall indemnify its directors,
officers and employees as follows: (a) Every director, officer, or employee of the Company
shall be indemnified by the Company against all expenses and liabilities, including
counsel fees, reasonably incurred by or imposed upon him in connection with any proceeding
to which he may become involved, by reason of his being or having been a director, officer
employee or agent of the Company or is or was serving at the request of the Company as a
director, officer, employee or agent of the Company partnership, joint venture trust or
enterprise, or any settlement thereof, whether or not he is a director, officer, employee
or agent at the time such expenses are incurred, except in such cases wherein the
director, officer or employee is adjudged guilty of willful misfeasance or malfeasance in
the performance of his duties; provided that in the event of a settlement the
indemnification herein shall apply only when the Board of Directors approves such
settlement and reimbursement as being for the best interests of the Company. (b) The
Company shall provide to any person who is or was a director, officer, employee or agent
of the Company or is or was serving at the request of the Company as a director, officer,
employee or agent of the Company, partnership, joint venture, trust or enterprise, the
indemnity against expenses of suit, litigation or other proceedings which is specifically
permissible under applicable law. (c) The Board of Directors may, in its discretion,
direct the purchase of liability insurance by way of implementing the provisions regarding
indemnification as set forth in the Company's Articles of Incorporation.
Commission Policy
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore, unenforceable.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The Exhibits to this registration statement are listed in the index to Exhibits on page
____.
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the Securities Act of
  1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date
  of the registration statement (or the most recent post-effective amendment thereof) which,
  individually or in the aggregate, represent a fundamental change in the information in the
  registration statement. To reflect in the prospectus any facts or events arising after the
  effective date of the registration statement (or the most recent post-effective amendment
  thereof) which, individually or in the aggregate, represent a fundamental change in the
  information set forth in the registration statement. Notwithstanding the foregoing, any
  increase or decrease in volume of securities offered (if the total dollar value of
  securities offered would not exceed that which was registered) and any deviation from the
  low or high end of the estimated maximum offering range may be reflected in the form of
  prospectus filed with the Commission pursuant to Rule 424(b) (Section 230.424(b) of
  Regulation S-K) if, in the aggregate, the changes in volume and price represent no more
  than a 20% change in the maximum aggregate offering price set forth in the
  "Calculation of Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan of distribution not
  previously disclosed in the registration statement or any material change to such
  information in the registration statement;
Provided, however
,
That paragraphs (a)(1)(i) and (a)(1)(ii) of this section do
  not apply if the registration statement is on Form S-8 (Section 239.16b of Regulation S-K)
  and the information required to be included in a post-effective amendment by those
  paragraphs is contained in periodic reports filed with or furnished to the Commission by
  the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
  1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of
  1933, each such post-effective amendment shall be deemed to be a new registration
  statement relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the
  securities being registered which remain unsold at the termination of the offering.
(b)
Filings incorporating subsequent Exchange Act documents by reference.
The undersigned Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Registrant's Annual Report
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's Annual Report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the above-described provisions or otherwise, the Registrant has
been advised that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or controlling person
of the Registrant in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing a registration statement on Form S-8 and has duly caused this
registration statement to be signed by the undersigned.
Vector Holdings Corporation.
By: /s/ Allen Weintraub
Allen Weintraub, President
INDEX TO EXHIBITS
5.1 Opinion of Counsel, regarding the legality of the securities registered hereunder.
23.1 Consent of Independent Public Accountants.
23.2 Consent of Counsel (included as part of Exhibit 5.1)
Exhibit 5.1
Thomas J. Craft, Jr.,
    P.A.
Attorney at Law
301 Clematis Street, Suite 3000
West Palm Beach, FL 33401
(561) 651-7336
June 25, 2001
US Securities and Exchange Commission
450 Fifth Street NW
Washington, DC 20549
Re:
Vector Holdings Corporation
Commission File # 0-17303
Registration Statement on Form S-8
Gentleman:
I have acted as counsel for Vector Holdings Corporation (the
"Registrant"), in connection with the preparation and filing of the
Registrant's registration statement on Form S-8 under the Securities Act of 1933, as
amended, relating to 1,600,000 shares of the Registrant's common stock. The shares
are issuable for to natural persons for bona fide consulting services and corporate
securities compliance services to the Registrant.
I have examined the Articles of Incorporation, as amended, and the
By-Laws of the Registrant and all amendments thereto, the registration statement and
originals, or copies certified to my satisfaction, of such records and meetings, written
actions in lieu of meetings, or resolutions adopted at meetings, of the directors of the
Registrant, and such other documents and instruments as in my judgment are necessary or
appropriate to enable me to render the opinions expressed below.
Based on the foregoing examination, I am of the opinion that the shares
issuable by the Registrant in the registration statement are duly authorized and, when
issued hereunder will be validly issued, fully paid and nonassessable.
Further, I consent to the filing of this opinion as an exhibit to the
registration statement.
Very truly yours,
/s/ Thomas J. Craft, Jr.
Thomas J. Craft, Jr., P.A.
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We previously issued our report dated March 7, 2001 accompanying the
financial statements of Vector Holdings Corporation (the "Registrant") for the
year ended December 31, 2000 filed with the Registrant's Annual Report on Form 10-KSB. We
hereby consent to the incorporation by reference of said report in the filing of the
registration statement on Form S-8 with the Securities and Exchange Commission by the
Registrant.
/s/
Grassano Accounting, P.A.
June 25, 2001