<HTML>

<head>
<TITLE>Vector Holdings Corp.</TITLE>
</head>

<body LINK="#0000ff" VLINK="#800080">
<b><font SIZE="5">

<p ALIGN="CENTER">SECURITIES AND EXCHANGE COMMISSION</p>

<p ALIGN="CENTER">WASHINGTON, D.C. 20549</p>
</font><font SIZE="4">

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

<p ALIGN="CENTER">FORM 8-K</p>

<p ALIGN="CENTER">CURRENT REPORT</p>
</font></b>

<table border="0" cellspacing="0" width="100%">
  <tr>
    <td width="100%"><p ALIGN="CENTER">PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934</td>
  </tr>
  <tr>
    <td width="100%">&nbsp; </td>
  </tr>
  <tr>
    <td width="100%"><font SIZE="3"><p ALIGN="CENTER">Date of Report: January 3, 2001</font></td>
  </tr>
  <tr>
    <td width="100%"><font SIZE="1"><p ALIGN="CENTER">(Date of Earliest Event Reported)</font></td>
  </tr>
  <tr>
    <td width="100%">&nbsp; </td>
  </tr>
  <tr>
    <td width="100%">&nbsp; </td>
  </tr>
  <tr>
    <td width="100%"><font SIZE="3"><u><b><p ALIGN="CENTER">VECTOR HOLDINGS CORPORATION</b></u></font></td>
  </tr>
  <tr>
    <td width="100%"><font SIZE="1"><p ALIGN="CENTER">(Exact Name of Registrant as Specified
    in its Charter)</font></td>
  </tr>
  <tr>
    <td width="100%">&nbsp; </td>
  </tr>
</TABLE>
<font SIZE="3">

<p>&nbsp;</p>
</font>

<table CELLSPACING="0" BORDER="0" WIDTH="762">
  <tr>
    <td WIDTH="230" VALIGN="TOP"><font SIZE="3"><u><p ALIGN="CENTER">Nevada</u></font></td>
    <td WIDTH="180" VALIGN="TOP"><font SIZE="3"><u><p ALIGN="CENTER">0-17303</u></font></td>
    <td WIDTH="346" VALIGN="TOP"><font SIZE="3"><u><p ALIGN="CENTER">65-1021346</u></font></td>
  </tr>
  <tr>
    <td WIDTH="230" VALIGN="TOP"><font SIZE="1"><p ALIGN="CENTER">(State or other jurisdiction
    of incorporation)</font></td>
    <td WIDTH="180" VALIGN="TOP"><font SIZE="1"><p ALIGN="CENTER">(Commission File Number)</font></td>
    <td WIDTH="346" VALIGN="TOP"><font SIZE="1"><p ALIGN="CENTER">(IRS Employer Identification
    No.)</font></td>
  </tr>
  <tr>
    <td WIDTH="230" VALIGN="TOP">&nbsp; </td>
    <td WIDTH="180" VALIGN="TOP"></td>
    <td WIDTH="346" VALIGN="TOP"></td>
  </tr>
  <tr>
    <td WIDTH="230" VALIGN="TOP">&nbsp; </td>
    <td WIDTH="180" VALIGN="TOP"></td>
    <td WIDTH="346" VALIGN="TOP"></td>
  </tr>
  <tr>
    <td WIDTH="230" VALIGN="TOP"><font SIZE="3"><u><p ALIGN="CENTER">120 NE 179<sup>th</sup>
    Street, Miami, FL</u></font></td>
    <td WIDTH="180" VALIGN="TOP"></td>
    <td WIDTH="346" VALIGN="TOP"><font SIZE="3"><u><p ALIGN="CENTER">33179</u></font></td>
  </tr>
  <tr>
    <td WIDTH="230" VALIGN="TOP"><font SIZE="1"><p ALIGN="CENTER">(Address of principal
    executive offices)</font></td>
    <td WIDTH="180" VALIGN="TOP"></td>
    <td WIDTH="346" VALIGN="TOP"><font SIZE="1"><p ALIGN="CENTER">(Zip Code)</font></td>
  </tr>
</TABLE>
<font SIZE="3">

<p>&nbsp;</p>

<p ALIGN="CENTER">Registrant's telephone number, including area code: (305) 681-5191</p>

<p></font><font size="2">Table of Contents</font></p>

<table CELLSPACING="0" BORDER="0" WIDTH="732">
  <tr>
    <td WIDTH="651" VALIGN="TOP"></td>
    <td WIDTH="77" VALIGN="TOP"><p ALIGN="CENTER"><font size="2">Page</font></td>
  </tr>
  <tr>
    <td WIDTH="651" VALIGN="TOP"><a href="#ITEM 1. CHANGES IN CONTROL OF REGISTRANT"><font
    size="2">Item 1. Changes in Control of Registrant</font></a></td>
    <td WIDTH="77" VALIGN="TOP"><p ALIGN="CENTER"><font size="2">2</font></td>
  </tr>
  <tr>
    <td WIDTH="651" VALIGN="TOP"><a href="#ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS"><font
    size="2">Item 2. Acquisition or Disposition of Assets</font></a></td>
    <td WIDTH="77" VALIGN="TOP"><p ALIGN="CENTER"><font size="2">2</font></td>
  </tr>
  <tr>
    <td WIDTH="651" VALIGN="TOP"><a href="#ITEM 3. BANKRUPTCY OR RECEIVERSHIP"><font size="2">Item
    3. Bankruptcy or Receivership</font></a></td>
    <td WIDTH="77" VALIGN="TOP"><p ALIGN="CENTER"><font size="2">12</font></td>
  </tr>
  <tr>
    <td WIDTH="651" VALIGN="TOP"><a
    href="#ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT"><font size="2">Item 4.
    Changes in Registrant&#146;s Certifying Accountants</font></a></td>
    <td WIDTH="77" VALIGN="TOP"><p ALIGN="CENTER"><font size="2">12</font></td>
  </tr>
  <tr>
    <td WIDTH="651" VALIGN="TOP"><a href="#ITEM 5. OTHER EVENTS"><font size="2">Item 5. Other
    Events</font></a></td>
    <td WIDTH="77" VALIGN="TOP"><p ALIGN="CENTER"><font size="2">12</font></td>
  </tr>
  <tr>
    <td WIDTH="651" VALIGN="TOP"><a
    href="#ITEM 6. RESIGNATIONS OF DIRECTORS AND EXECUTIVE OFFICERS"><font size="2">Item 6.
    Resignations of Directors and Executive Officers</font></a></td>
    <td WIDTH="77" VALIGN="TOP"><p ALIGN="CENTER"><font size="2">12</font></td>
  </tr>
  <tr>
    <td WIDTH="651" VALIGN="TOP"><a href="#ITEM 7. FINANCIAL STATEMENTS"><font size="2">Item
    7. Financial Statements</font></a></td>
    <td WIDTH="77" VALIGN="TOP"><p ALIGN="CENTER"><font size="2">12</font></td>
  </tr>
  <tr>
    <td WIDTH="651" VALIGN="TOP"><a href="#ITEM 8. CHANGE IN FISCAL YEAR"><font size="2">Item
    8. Changes in Fiscal Year</font></a></td>
    <td WIDTH="77" VALIGN="TOP"><p ALIGN="CENTER"><font size="2">13</font></td>
  </tr>
</TABLE>

<p>&nbsp;</p>

<p>&nbsp;</p>

<p>&nbsp;</p>
<b>

<p><font size="2"><a name="ITEM 1. CHANGES IN CONTROL OF REGISTRANT">ITEM 1. CHANGES IN
CONTROL OF REGISTRANT</a></font></p>
</b>

<p ALIGN="JUSTIFY"><font size="2">(a) Pursuant to an Agreement and Plan of Share Exchange
(the &quot;Agreement&quot;) between Bestfoodonline.com Inc., a Florida corporation and
Vector Holdings Corp., a Nevada corporation, hereinafter referred to either as the
&quot;Registrant&quot; or the &quot;Company&quot;), Bestfoodonline.com Inc.,
(&quot;BESTFOOD&quot;) was acquired in a Share Exchange by the Registrant on January 3,
2001. The Agreement was adopted by the unanimous consent of the Board of Directors of the
Registrant, BESTFOOD and approved by the sole shareholder of BESTFOOD, Allen Weintraub. </font></p>

<p ALIGN="JUSTIFY"><font size="2">Prior to the Agreement, Mr. Weintraub was the principal
shareholder, president and chief executive office, owning of record and beneficially
714,286 shares of common stock, par value $.001 (the &quot;Vector Shares&quot;) or 57% of
the issued and outstanding Vector Shares. Mr. Weintraub was the control person of
Registrant and BESTFOOD at the time of the negotiation and execution of the Agreement. In
connection with the Agreement and prior to its execution, Registrant issued to Mr.
Weintraub 2,000,000 shares of the 4,000,000 shares provided under the Agreement. At
December 31, 2000, the Registrant had 3,252,666 shares issued and outstanding, which
includes 2,000,000 Vector Shares issued to Mr. Weintraub as partial consideration under
the Agreement prior to its execution. At such time Mr. Weintraub owned 2,714,286 Vector
Shares or 83% of total Vector Shares issued and outstanding. Pursuant to the Agreement,
the Registrant is to issue a total of 4,000,000 Vector Shares, which includes the
2,000,000 Vector Shares previously issued to Mr. Weintraub, in exchange for all of the
issued and outstanding common stock of BESTFOOD. Following the Agreement, the Registrant
shall have a total of 5,252,666 Vector Shares issued and outstanding, of which Mr.
Weintraub shall own 4,714,286 Vector Shares or 89.7%.</font></p>

<p ALIGN="JUSTIFY"><font size="2">At the time of the Agreement, the Registrant had no
operations and revenues. Reference is made to the Registrant&#146;s Annual Report on Form
10-KSB/A for the year ended December 31, 1999 filed with the Securities and Exchange
Commission on November 8, 2000. The Registrant also filed its past due Quarterly Reports
on Form 10-QSB for 1999 and 2000 for the purpose of again becoming current under the
reporting requirements of the Securities Exchange Act of 1934.</font></p>

<p ALIGN="JUSTIFY"><font size="2">A copy of the Agreement between Registrant, BESTFOOD and
Mr. Weintraub is filed hereby as an exhibit to this Form 8-K and is incorporated in its
entirety herein. </font></p>

<p ALIGN="JUSTIFY"><font size="2">(b) The following table contains information regarding
the shareholder ownership of the Registrant's directors and executive officers and those
persons or entities who beneficially own more than 5% of the Vector Shares:</font></p>

<table BORDER="0" CELLSPACING="0" WIDTH="694">
  <tr>
    <td WIDTH="198" VALIGN="TOP"><p align="left"><font size="2"><strong><u>Name</u></strong></font></td>
    <td WIDTH="226" VALIGN="TOP"><p align="center"><font size="2"><strong><u>Amount of Stock
    Beneficially owned (1)</u></strong></font></td>
    <td WIDTH="264" VALIGN="TOP"><p align="center"><font size="2"><strong><u>Percent of Common
    Stock Beneficially Owned</u></strong></font></td>
  </tr>
  <tr>
    <td WIDTH="198" VALIGN="TOP"><font size="2">Allen Weintraub, President, CEO </font></td>
    <td WIDTH="226" VALIGN="TOP" align="center"><font size="2">4,714,286</font></td>
    <td WIDTH="264" VALIGN="TOP" align="center"><font size="2">89.7%</font></td>
  </tr>
  <tr>
    <td WIDTH="198" VALIGN="TOP"><font size="2">120 NE 179<sup>th</sup> Street, Miami FL 33179</font></td>
    <td WIDTH="226" VALIGN="TOP" align="center"></td>
    <td WIDTH="264" VALIGN="TOP" align="center"></td>
  </tr>
  <tr>
    <td WIDTH="198" VALIGN="TOP"><font size="2">Karl Schumer, VP, Secretary </font></td>
    <td WIDTH="226" VALIGN="TOP" align="center"><font size="2">175,000</font></td>
    <td WIDTH="264" VALIGN="TOP" align="center"><font size="2">3.3%</font></td>
  </tr>
  <tr>
    <td WIDTH="198" VALIGN="TOP"><font size="2">120 NE 179<sup>th</sup> Street, Miami FL 33179</font></td>
    <td WIDTH="226" VALIGN="TOP" align="center"></td>
    <td WIDTH="264" VALIGN="TOP" align="center"></td>
  </tr>
  <tr>
    <td WIDTH="198" VALIGN="top" style="border-bottom: 1px solid rgb(0,0,0)"><font size="2">All
    directors and executive officers as a group (2 persons)</font></td>
    <td WIDTH="226" VALIGN="TOP" align="center"><font size="2">4,889,286</font></td>
    <td WIDTH="264" VALIGN="TOP" align="center"><font size="2">93%</font></td>
  </tr>
  <tr>
    <td WIDTH="688" VALIGN="TOP" colspan="3"><font size="2">(1) Based upon 5,252,666
    outstanding shares of common stock.</font></td>
  </tr>
</TABLE>
<b>

<p><font size="2"><a name="ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS">ITEM 2.
ACQUISITION OR DISPOSITION OF ASSETS</a></font></p>
</b>

<p ALIGN="JUSTIFY"><font size="2">The information provided in this current report on Form
8-K below refers to the business and operations of Bestfoodonline.com, Inc. and not to
Vector Holdings Corporation unless stated or required by context.</font></p>

<p ALIGN="JUSTIFY"><font size="2">(a) The consideration represented by the 4,000,000
Vector Shares issued in exchange for the acquisition of 40,000,000 BESTFOOD shares,
representing all of the issued and outstanding common stock of BESTFOOD pursuant to the
Agreement was negotiated between the Registrant and BESTFOOD, both under common control of
Allen Weintraub. Prior to the Agreement, Allen Weintraub was the chief executive officer
control shareholder and a director of the Registrant and of BESTFOOD, owning 100% of the
issued and outstanding BESTFOOD shares of common stock. As a result, the negotiations
between Registrant and BESTFOOD cannot be considered to be &quot;arm&#146;s-length&quot;.
However, Mr. Weintraub did evaluate the merits and risks associated with BESTFOOD in
evaluating BESTFOOD as a desirable acquisition candidate for Registrant. In entering into
the Share Exchange Agreement, the Registrant used management discretion and what it
believed is reasonable judgement. In addition, the Company used criteria such as value of
the assets of the Registrant, Registrant&#146;s lack of any business operations and value
of the assets of BESTFOOD, the business operations of BESTFOOD, the business potential of
BESTFOOD, and the benefit to the Registrant of such Share Exchange with a growing
operating entity. The Registrant determined that the consideration for the share exchange
was reasonable.</font></p>

<p ALIGN="JUSTIFY"><font size="2">(b) The Registrant intends to continue the business
operations conducted by BESTFOOD as described below.</font></p>
<b>

<p><font size="2">Business</font></p>
</b>

<p ALIGN="JUSTIFY"><font size="2">Bestfoodonline.com, Inc. (&quot;BESTFOOD&quot;), a
Florida corporation, was founded in January 2000 as an online food store, marketing high
quality specialty food. In July 2000, BESTFOOD acquired the assets including the clients
of Distinguished Specialty Foods, Inc., a Florida corporation (&quot;Distinguished&quot;),
which was formed in October 1998 with the purpose of conducting business as a wholesale
food distributor of a wide variety of specialty food products principally to the
hospitality industry. The hospitality industry includes, airlines, hotels, restaurants and
resorts. We also distribute our products on a wholesale basis to certain supermarkets.
BESTFOOD is headquartered at 120 NE 179<sup>th</sup> Street, Miami, FL and is a
full-service wholesale food distributor. The description of the business of BESTFOOD
includes the operations acquired in the transaction with Distinguished.</font></p>

<p ALIGN="JUSTIFY"><font size="2">BESTFOOD believes that it is one of the growing regional
wholesale food distributors in South Florida with distribution throughout the South
Florida market to the Florida Keys, and to island resorts in the Bahamas and Caribbean.
BESTFOOD supplies a wide selection of food products and our product list includes
specialty food products such as caviar, foie gras, exotic meats, wild mushrooms and
truffle products, imported spices, imported pastas and cheeses, imported olives and olive
oils, imported chocolates and other specialty food products including Asian, Indian and
Jamaican ethnic specialties. We deliver to more than 500 business customers principally in
the hospitality industry. BESTFOOD offers its customers a dependable supply and prompt
delivery of over 950 specialty food items at competitive prices. While a vast majority of
our sales are to wholesale customers we are beginning to commence direct retail sales
through our web site, www.bestfoodonline.com offering our full line of products.</font></p>

<p ALIGN="JUSTIFY"><font size="2">Our management has pursued a strategy of increasing
profitability by increasing sales to existing customers and attracting new customers. In
addition, we have focused on cost control and on the logistics and distribution areas of
our business, with the objective of enhancing profitability while offering lower prices
and better service to wholesale and retail customers. See &quot;Business Strategy.&quot;</font></p>

<p ALIGN="JUSTIFY"><font size="2">Over the last two-year period, we have also increased
our efficiency in product purchasing and pricing and in our logistics and distribution
functions. As a result, we have increased sales and achieved net income in the last
three-quarters of the year ended December 31, 2000. See &quot;Purchasing&quot; and
&quot;Product Pricing&quot; in this Form 8-K.</font></p>
<b>

<p><font size="2">Recent Developments</font></p>
</b>

<p ALIGN="JUSTIFY"><font size="2">We believe a competitive advantage as a wholesale food
distributor is our ability to provide an integrated, comprehensive food distribution
service addressing the needs of our primary customer base in the hospitality industry and
also service other wholesale companies with food departments. In November 2000, we started
to use our web site with the domain name BESTFOODONLINE.COM to service our existing
wholesale customers and to attract new wholesale and retail customers through our new
online shopping and order system. We expect that our new online presence, which currently
accounts for only a limited portion of our revenues, will open an additional valuable new
sales channel to our present wholesale food distribution business and gives us a
nation-wide online presents designed to offer superior shopping and order services to
present and future customers. In fact, several of our wholesale customers in the Florida
Keys and certain resort islands have taken advantage of the efficiencies of ordering
online through our web site. See the disclosure under &quot;Risk Factors&quot; below.</font></p>

<p ALIGN="JUSTIFY"><font size="2">For our online customers, we provide a user-friendly,
highly functional virtual wholesale market with personalized shopping, delivery and
customer services. Using our web site, our online customers will be able to increasingly
enjoy a more productive specialty food shopping experience. Users of our web site can
choose among a variety of shopping methods, access up-to-date product and pricing
information.</font></p>

<p ALIGN="JUSTIFY"><font size="2">Our objective is to substantially expand our online
business activities and our online growth strategy includes the following:</font></p>

<p ALIGN="JUSTIFY"><font size="2"><u>Building a BESTFOODONLINE.COM Brand Identity and
Awareness</u>. </font></p>

<p ALIGN="JUSTIFY"><font size="2">We intend to build brand identity through the
functionality, quality, convenience and value of the online services we offer. We also
intend to aggressively market our services through promotions and advertising, as a means
to further establish brand-name recognition. We currently advertise in three magazines and
rented two billboards along the Highway 95 in Miami, Florida.</font></p>

<p ALIGN="JUSTIFY"><font size="2"><u>Provide a Superior Shopping and Order Experience</u>.
</font></p>

<p ALIGN="JUSTIFY"><font size="2">We are committed to providing our online users with a
superior experience in all aspects of our services. Our shopping cart solution provides
users with user-friendly, highly functional and cost-effective shopping tools, convenient
delivery service options and a host of customer support and services designed to ensure
our customers satisfaction.</font></p>

<p ALIGN="JUSTIFY"><font size="2"><u>Expand Into New Geographic Markets and Further
Penetrate Existing Markets</u>.</font></p>

<p ALIGN="JUSTIFY"><font size="2">We plan to increase revenues and realize economies of
scale by aggressively expanding into new metropolitan markets and increasing penetration
in our existing markets. We believe that we can achieve competitive cost advantages in our
target markets through the combination of warehouse facilities and our growing online
presence.</font></p>

<p ALIGN="JUSTIFY"><font size="2">As of December 31, 2000, we had approximately 20,000
monthly visits on our web site since its inception in November 2000. We expect to have
increasing visits to our user friendly web site.</font></p>
<b>

<p><font size="2">Business Strategy</font></p>
</b>

<p ALIGN="JUSTIFY"><font size="2">BESTFOOD's primary business objective is to pursue
growth opportunities that increase profitability and attract new customers while
continuing to focus on cost control and on the logistics and distribution aspects of our
business. This strategy is intended to enhance profitability while permitting us to offer
competitive prices and better service to our customers. In addition, BESTFOOD intends to
increase its sales generated from its online business operation, which complement our
existing wholesale direct order food distribution operations. See &quot;Recent
Developments&quot; above.</font></p>

<p ALIGN="JUSTIFY"><font size="2">We are pursuing BESTFOOD&#146;s goals of increasing our
customer base and attracting new customers by </font></p>

<p ALIGN="JUSTIFY"><font size="2">(i) providing products to our customers at very
competitive prices, </font></p>

<p><font size="2">(ii) assisting our wholesale customers in being able to quickly adapt to
changes in consumer preferences and changes in the marketplace, and </font></p>

<p ALIGN="JUSTIFY"><font size="2">(iii) offering our business customer a wide variety of
support services typical of those offered by large food distributor chains to their
customers. See the discussions under &quot;Product Pricing&quot; and
&quot;Purchasing&quot; below. We provide our wholesale customers with the competitive
advantages associated with large purchasing power and extensive support services similar
to those of far larger wholesale food distributors, while providing each customer retains
our regional focus and flexibility to respond to local demographics and market conditions.</font></p>

<p ALIGN="JUSTIFY"><font size="2">Consolidation trends in the food distribution industry
may present opportunities for strategic acquisitions by BESTFOOD. While we have no
acquisitions planned at the present, our criteria for strategic acquisitions will be to
pursue well-run, established wholesale food distributor operations with modern facilities
and capacity to accommodate growth, that complement our existing operations, and that are
able to achieve an appropriate return on our investment. BESTFOOD will also commit capital
resources as appropriate to increase the efficiency and productivity of our distribution
and logistics operations.</font></p>
<b>

<p><font size="2">Purchasing</font></p>
</b>

<p ALIGN="JUSTIFY"><font size="2">Our business strategy involves assisting our wholesale
food customers in quickly adapting to changes in consumer preferences and changes in the
marketplace so they remain competitive. We continually change and expand our product lines
to enhance our product offerings to meet changing consumer demands.</font></p>

<p ALIGN="JUSTIFY"><font size="2">BESTFOOD purchases specialty food products for resale to
wholesale customers from approximately 10-12 importers and other suppliers in the United
States. Therefore, we do not require any import licenses and we are not dependent on any
single supplier to meet customers&#146; demands. We believe that our size enables us to
purchase products at competitive prices. We monitor available pricing of our specialty
food products on a continuous basis and use our buying power to secure products at the
best terms available. See &quot;Product Pricing.&quot;</font></p>

<p ALIGN="JUSTIFY"><font size="2">We time our purchases of specialty food products from
our suppliers, to the extend consistent with our growing demand, when prices are
advantageous. In particular, we purchase sufficient quantities of certain staple items
when offered at a discount, if justified, after giving effect to carrying costs. We
utilize our working capital, loans from related parties and short term credit from
suppliers to cover our inventory costs and do not have any long term debt.</font></p>

<p ALIGN="JUSTIFY"><font size="2">Our wholesale food distribution service sells a wide
variety of specialty food items such as caviar, foie gras, exotic meats, wild mushrooms
and truffle products, imported spices, imported pastas and cheeses, imported olives and
olive oils, imported chocolates and other specialty food products including Asian, Indian
and Jamaican ethnic specialties. We deliver to more than 500 business customers
principally in the hospitality industry including airlines, hotels and restaurants,
supermarkets and resorts. </font></p>
<b>

<p><font size="2">Inventories</font></p>
</b>

<p ALIGN="JUSTIFY"><font size="2">Our procedure is to manage our inventory on a
&quot;just-in-time&quot; basis and our inventory typically is approximately $90,000 to
$100,000 at any given time. Our sales generally increase during the winter months as a
result of increased tourism related to the hospitality industry in our market areas in
South Florida, the Florida Keys and the resort islands. We remain committed to effective
inventory management, which is an integral part of our business strategy. See
&quot;Purchasing&quot; and &quot;Order Processing and Distribution.&quot;</font></p>
<b>

<p><font size="2">Order Processing and Distribution</font></p>
</b>

<p ALIGN="JUSTIFY"><font size="2">BESTFOOD produces and distributes price lists with
periodic updates including special pricing on select items indicating our wholesale prices
to customers for each of our more than 950 specialty food products. Customer place orders
either by telephone or via our web site &quot;www.bestfoodonline.com&quot; to our
distribution facility in Miami, FL. In addition, our sales personnel uses telemarketing
and e-mail to advise our wholesale food customers of periodic special prices and product
offerings.</font></p>

<p ALIGN="JUSTIFY"><font size="2">Deliveries are made by FedEx, DHL, and contract carriers
and via trucks leased by us. We have currently leased 2 trucks of which one is a
refrigerated truck. We do not own trucks at this time.</font></p>

<p ALIGN="JUSTIFY"><font size="2">Our warehouse uses a computerized warehouse
locator/inventory control system, which monitors product movement and provides efficiency
in the handling, storage and retrieval of products.</font></p>

<p ALIGN="JUSTIFY"><font size="2">Goods sold to customers are billed on a weekly basis
with payment generally due the following week. We review customers' credit histories on an
individual basis extend terms up to thirty days when appropriate.</font></p>
<b>

<p><font size="2">Product Pricing</font></p>
</b>

<p ALIGN="JUSTIFY"><font size="2">We use the &quot;cost plus&quot; method of pricing
products sold to customers. Under the &quot;cost plus&quot; method of pricing, products
are sold to the customer at landed vendor invoice cost. The customer is also charged a
service fee and a delivery fee based upon the characteristics of the particular order. The
fee structure includes incentives to encourage customers to increase their purchases from
us and to order and accept merchandise for delivery more efficiently, thereby increasing
our efficiency. Over the past two years, our &quot;cost plus&quot; pricing system,
together with efficiencies in purchasing operations, have resulted in more competitively
priced goods and have placed us in a stronger market position. </font></p>
<b>

<p><font size="2">Customer Base and Principal Markets</font></p>
</b>

<p ALIGN="JUSTIFY"><font size="2">We supply approximately 500 business customer in South
Florida, the Florida Keys and resort islands. Our business customers include companies
such as United Airlines, Walt Disney, Hyatt Hotels, Four Season Hotels, Marriott Hotels
and Whole Food Supermarkets, among others. We are not dependent upon any single customer,
and for the year ended December 31, 2000 no customer accounts for more than 10% of our
sales. </font></p>

<p ALIGN="JUSTIFY"><font size="2">We do not have nor do we require any supply agreements
to secure our sources of specialty food products for resale to our customers. Our
suppliers do not require any minimum purchase requirements by dollar or amount and
category of goods and are subject to adjustments.</font></p>
<b>

<p><font size="2">Competition </font></p>
</b>

<p ALIGN="JUSTIFY"><font size="2">The wholesale food distribution industry is highly
competitive. We believe that we have established a niche in the specialty food
distribution market as a result of our expanded specialty food product lines and our
ability to provide competitive pricing to wholesale customers. However, we face intense
competition from national, regional and local specialty food distributors and retailers
and must compete on the basis of price, quality, product lines, frequency and reliability
of deliveries and the range and quality of services. Our principal service areas are South
Florida, the Florida Keys and resorts in the Bahamas and the Caribbean. To the limited
extent that we have an online retail presence, and also sell in volume, we compete
somewhat with other volume food retailers that are far larger and better financed, such
Costco and BJ's Wholesale, although such entities do not specialize in or carry most of
the specialty food products that we offer. </font></p>

<p ALIGN="JUSTIFY"><font size="2">We believe that we can compete successfully on the
wholesale level while supporting the competitive expectations and efforts of our customer
by offering a large selection of specialty food products at competitive prices and by
continuing to provide to our customer a wide variety of support services such as our
online ordering systems. In addition, we will continue to pursue opportunities like our
online food business initiative, which became available to our existing and potential
future customers including wholesale and retail, in November 2000. This complements our
principal wholesale distribution business. We intend to pursue these strategies and to
continue to improve operating efficiencies through our focus on distribution and
logistics.</font></p>
<b>

<p><font size="2">Employee Relations</font></p>
</b>

<p ALIGN="JUSTIFY"><font size="2">Management believes that relations with its six
full-time employees are excellent. In addition we have two full-time executive officers.
We are not a party to any collective bargaining agreements, nor are we aware of any
pending union petitions related to its employees.</font></p>
<b>

<p><font size="2">Regulation</font></p>
</b>

<p ALIGN="JUSTIFY"><font size="2">As a result of the fact that we do not import our
specialty food products directly, we are not required to have any import licenses.
However, as a distributor of food products, we are subject to federal, state and local
laws and regulations governing the processing, purchase, handling, sale and transportation
of our food products, and are subject to the jurisdiction of the Food and Drug
Administration (&quot;FDA&quot;), the Interstate Commerce Commission (&quot;ICC&quot;) and
the United States Department of Agriculture (&quot;USDA&quot;). We believe that we are in
material compliance with all FDA, ICC, USDA and other federal, state and local laws and
regulations governing our business. We do not believe that we will be materially adversely
effected by any changes, if any, in the laws and regulations applicable to our business.</font></p>
<b>

<p><font size="2">Trademarks and Licenses</font></p>
</b>

<p><font size="2">We do not own any registered trademarks or licenses. </font></p>
<b>

<p><font size="2">Properties</font></p>
</b>

<p ALIGN="JUSTIFY"><font size="2">We lease a 20,000 square feet warehouse facility for
$7,985 a month. Our lease is for 3 years with an option for two additional years at our
discretion. Our leased facility is well maintained and in good operating condition. We
believe that our facility has adequate capacity to meet the demands of anticipated growth.
Our strategy with respect to acquisition may include obtaining addition modern facilities
with capacity for growth, as appropriate for the business acquired. See &quot;Business
Strategy.&quot;</font></p>
<b>

<p><font size="2">Legal Proceedings</font></p>
</b>

<p ALIGN="JUSTIFY"><font size="2">As reported in our Annual Report on Form 10-KSB/A for
the year ended December 31, 1999, filed with the SEC on November 2, 2000, VECTOR is a
party defendant to an action pending in the Circuit Court for the 4<sup>th</sup> Judicial
Circuit, Duval County, FL. The action seeks $35,000 in legal fees related to VECTOR&#146;s
prior operations as a luxury automobile manufacturer. We believe that we have meritorious
defenses to the pending action but cannot determine at this time with any certainty
whether we will prevail on the merits but we do not believe that any adverse judgment
would have a material adverse effect upon VECTOR. VECTOR has reserved as a current
liability to sum of $35,000 in the event of an adverse judgment. VECTOR is also party to
an arbitration, Dwight Yarde v. Vector Aeromotive, again related to prior operations, that
was before 13<sup>th</sup> Judicial Circuit, Hillsborough County, FL. While we lost the
arbitration and were ordered to pay Yardes' out-of-pocket expenses of approximately
$76,000, a condition to such payment was the obligation of Yardes to return to us the
Vector automobile. We understand that Yardes has sold the vehicle to a third party and as
a result, we believe we have no further obligation to Yardes on this matter. In TNA Custom
Auto Trim, Inc. v. Vector Aeromotive Corporation, a matter pending in the 4<sup>th</sup>
Judicial Circuit, Duval County, FL, we are alleged to have breached a contract to provide
plaintiff with interior design work to Vector automobiles. We have engaged counsel to
defend this action, and settlement discussions have commenced. We do not believe that the
action has merit. However, the outcome of this action cannot be determined at this time
and it is possible that an adverse judgment could have a material adverse effect upon us.</font></p>

<p ALIGN="JUSTIFY"><font size="2">We may in the future become party to legal actions in
the ordinary course of our specialty food distribution business. We cannot predict the
outcome of any legal actions that may be commenced in the future, if any. However, we
believe that any outcome of any of these proceedings, or all of them combined, will not
have a material adverse effect on our financial position or our existing specialty food
distribution business.</font></p>
<b>

<p><font size="2">Management</font></p>
</b>

<p ALIGN="JUSTIFY"><font size="2">The sole executive officer of BESTFOOD is Allen
Weintraub, who is also President and CEO of Vector Holdings Corp. Officer of BESTFOOD
serve at the discretion of the Board of Directors of Vector and are elected at each annual
meeting of the Board of Directors.</font></p>

<p ALIGN="JUSTIFY"><font size="2">Allen Weintraub (35) has served as BESTFOOD&#146;S
President, CEO and director since our inception in October 1998. During the past five
years, Mr. Weintraub has been engaged in the ownership and operation of a private real
estate business, including rental properties and marinas in South Florida. From October
1998 to the present, Mr. Weintraub has owned and operated BESTFOOD. Mr. Allen Weintraub is
also President, CEO, Director and controlling shareholder of the Registrant.</font></p>

<p ALIGN="JUSTIFY"><font size="2">In addition, Karl Schumer serves as a director and
officer of Vector. Reference is made to the Form 10-KSB filed on behalf of Vector as
registrant on November 2, 2000. See Item 9, &quot;Directors, Executive Officers, Promoters
and Control Persons&quot;. Mr. Schumer is an attorney admitted to practice law in the
State of Florida and has been engaged during the past five years in the private practice
of law in Miami, FL.</font></p>
<b>

<p><font size="2">Trading Symbol-No Trading Market</font></p>
</b>

<p ALIGN="JUSTIFY"><font size="2">There has no active market for the shares of common
stock of Vector Holdings Corporation, symbol of &quot;VHLD&quot; on the Pink Sheets, since
the delisting of Registrant&#146;s shares from the OTC:BB on April 6, 2000. The reason our
shares were delisted from the OTC:BB was due to the fact that we were not current under
the reporting requirements of the Securities Exchange Act of 1934 (the &quot;Exchange
Act&quot;). As of December 31, 2000 there were approximately 530 holders of record of
Vector Holdings Corporation. There can be no assurance that any active trading market will
commence or be sustained following the Agreement and registrant becoming current under the
Exchange Act. Upon completion of this Agreement with BESTFOOD, Vector Holdings Corporation
intends to seek to have its shares again become available for quotation on the OTC:BB.</font></p>
<b>

<p ALIGN="CENTER"><font size="2">RISK FACTORS</font></p>
</b>

<p><font size="2">LOW MARGIN BUSINESS, INCREASING COMPETITION AND MARGIN PRESSURE</font></p>

<p ALIGN="JUSTIFY"><font size="2">The wholesale food distribution industry in which
BESTFOOD operates is typically characterized by low profit margins. As a result,
BESTFOOD's results of operations are sensitive to, and may be materially adversely
impacted by, among other things, competitive pricing pressures, vendor selling programs,
increasing interest rates and food price deflation. Notwithstanding the fact that BESTFOOD
operates in a segment of the general wholesale food distribution business involving the
distribution of generally higher priced specialty foods, which generally are associated
with somewhat higher profit margins, there can be no assurance that one or more of such
factors will not have a material adverse affect on BESTFOOD's business, financial
condition or results of operations. See the discussion under &quot;Risk
Factor-Competition&quot; below.</font></p>

<p ALIGN="JUSTIFY"><font size="2">The wholesale food distribution industry is undergoing a
change as producers, manufacturers, distributors and retailers seek to lower costs and
increase services in an increasingly competitive environment. While the over-all wholesale
food distribution industry is confronting a relatively static demand, resulting in
increasing pressure on the industry's already low profit margins, to date there has been
less impact on the specialty food distribution market. Nevertheless, in response to these
changes, BESTFOOD is pursuing a multi-faceted strategy that includes various cost savings
and value-added initiatives, including increasing product lines of specialty foods,
offering &quot;online&quot; services for both wholesale and retail customers, and
potential growth through strategic acquisitions and alliances. BESTFOOD believes that its
ultimate success will depend on its ability to pursue and execute these strategic
initiatives, continue efforts in reducing costs and enhancing operating margins. Any
significant delay or failure in the implementation of these strategic initiatives could
result in diminished sales and operating margins or failure to sustain growth a present
levels. No assurance can be given that BESTFOOD's strategic initiatives, if implemented,
will result in continued increased sales or enhanced profit margins.</font></p>

<p ALIGN="JUSTIFY"><font size="2">SIGNIFICANT FLUCTUATIONS IN QUARTERLY OPERATING RESULTS</font></p>

<p ALIGN="JUSTIFY"><font size="2">BESTFOOD may experience significant fluctuations in
future quarterly operating results from a number of factors, including (i) the timing and
nature of expansion efforts in both new and existing markets, (ii) the introduction of new
products or services and the market response to those introductions, (iii) the timing and
nature of sales transactions for online services and other products and services, (iv)
relationships with our customers, (v) seasonal trends, (vi) changes in pricing policies or
service offerings, (vii) changes in the level of marketing and other operating expenses to
support future growth, (viii) competitive factors and (ix) general economic conditions.
Consequently, quarterly revenues and operating results may fluctuate significantly, and
BESTFOOD believes that period-to-period comparisons of results will not necessarily be
meaningful and should not be relied upon as an indication of future performance. It should
be further noted that South Florida and the Florida Keys, as well as the resort islands
experience higher levels of tourism during the winter months and as a result the demand
for specialty food products by our customers in the hospitality industry also tends to be
higher during the winter months.</font></p>

<p ALIGN="JUSTIFY"><font size="2">LIMITED OPERATING HISTORY</font></p>

<p ALIGN="JUSTIFY"><font size="2">BESTFOOD has a limited operating history. Although
BESTFOOD through its predecessor, Distinguished Specialty Foods, was founded in October
1998, most of BESTFOOD's growth has occurred during the year 2000. Given the development,
marketing and other expenditures relating to BESTFOOD's planned expansion program, among
other factors, and notwithstanding our limited history of net income, BESTFOOD may
nevertheless incur losses in the future. To be able to operate profitably in the
foreseeable future, BESTFOOD must accomplish some of the following objectives: (i)
increase sales volume by adding new wholesale and retail customers, including customers
beyond the growing hospitality market, retaining existing customers and increasing online
usage and sale, (ii) successfully acquire market share in the online wholesale
distribution business, (iii) develop and realize additional revenue sources, such as
additional advertising on its web site and (iv) reduce costs of fulfillment. There can be
no assurance that BESTFOOD will be successful in meeting any or all of these objectives or
that BESTFOOD will be able to achieve or sustain profitability and continued growth in
sales.</font></p>

<p ALIGN="JUSTIFY"><font size="2">ACQUISITION STRATEGY</font></p>

<p ALIGN="JUSTIFY"><font size="2">Partly in response to changes in the wholesale food
distribution industry discussed above, BESTFOOD may pursue a strategy of growth through
acquisitions in the wholesale food distribution market both within its existing South
Florida market and beyond. The Company intends to continue to pursue strategic acquisition
opportunities in both its existing and new geographic markets. In pursuing an acquisition
strategy, BESTFOOD faces risks commonly encountered with growth through acquisitions,
including completed acquisitions. These risks include, but are not limited to, incurring
significantly higher than anticipated capital expenditures and operating expenses, failing
to assimilate the operations and personnel of acquired businesses, failing to install and
integrate all necessary systems and controls, loss of customers because of declines in
quality of service, entering markets in which BESTFOOD has no or only limited experience,
disrupting BESTFOOD's ongoing business and straining BESTFOOD's management resources.
Realization of the anticipated benefits of a strategic acquisition may take several years
or may not occur at all. BESTFOOD's acquisition strategy may place a significant strain on
the Company's management, operational, financial and other resources. The success of the
BESTFOOD's acquisition strategy will depend on many factors, including our ability to (i)
identify suitable acquisition opportunities, (ii) successfully negotiate acquisitions at
valuations that will provide satisfactory returns on invested capital, (iii) successfully
integrate acquired operations quickly and effectively in order to realize operating
synergies, and (iv) obtain necessary financing, if necessary, on satisfactory terms. There
can be no assurance that BESTFOOD will be able to successfully execute and manage its
acquisition strategy, and any failure to do so could have a material adverse effect on our
business, financial condition and results of operations.</font></p>

<p ALIGN="JUSTIFY"><font size="2">COMPETITION</font></p>

<p ALIGN="JUSTIFY"><font size="2">The wholesale food distribution industry is highly
competitive. While we believe that we have established a niche in the specialty food
distribution market as a result of our expanded specialty food product lines and our
ability to provide competitive pricing to wholesale customers, BESTFOOD faces competition
from national, regional and local wholesale food distributors on the basis of price,
quality, breadth and availability of products offered, strength of private label brands
offered, schedules and reliability of deliveries and the range and quality of services
provided. Many of BESTFOOD's competitors are larger and have substantially greater
resources than BESTFOOD. In addition, BESTFOOD believes that this competition will
intensify. In addition, consolidation in the industry, heightened competition among
BESTFOOD's suppliers, new entrants and trends toward vertical integration could create
additional competitive pressures that reduce margins and adversely affect BESTFOOD's
business, financial condition and results of operations. There can be no assurance that
BESTFOOD will be able to continue to compete effectively in its industry. Our principal
service areas are South Florida, the Florida Keys and resorts in the Bahamas and the
Caribbean. To the limited extent that we have an online retail presence, and also sell in
volume, we compete somewhat the volume food retailers that are far larger and better
financed such Costco and BJ's Wholesale, although such entities do not specialize in or
carry most of the specialty food products that we offer. </font></p>

<p ALIGN="JUSTIFY"><font size="2">DEPENDENCE ON MANAGEMENT</font></p>

<p ALIGN="JUSTIFY"><font size="2">BESTFOOD depends on the services of its chief executive
officer, Allen Weintraub, for the management of BESTFOOD. The loss or interruption of the
continued full-time services of this executive officer could have a material adverse
effect on BESTFOOD and the Registrant and there can be no assurance that BESTFOOD will be
able to find a replacement with equivalent skills or experience at acceptable salaries.
BESTFOOD does not have an employment contract with its executive officer. BESTFOOD does
not have key man life insurance on the life of Allen Weintraub.</font></p>

<p ALIGN="JUSTIFY"><font size="2">RISK OF ENVIRONMENTAL LIABILITY</font></p>

<p ALIGN="JUSTIFY"><font size="2">BESTFOOD, like other food distribution businesses, is
subject to increasingly stringent federal, state and local laws, regulations and
ordinances that (i) govern activities or operations that may have adverse environmental
effects, such as discharges to air and water, as well as handling and disposal practices
for solid and hazardous wastes and (ii) impose liability for the costs of cleaning up, and
certain damages resulting from, sites of past spills, disposals or other releases of
hazardous materials (together, &quot;Environmental Laws&quot;). In particular, under
applicable Environmental Laws, BESTFOOD may be responsible for remediation of
environmental conditions and may be subject to associated liabilities (including
liabilities resulting from lawsuits brought by private litigants) relating to its
facilities and the land on which its facilities are situated, regardless of whether
BESTFOOD leases or owns the facilities or land in question and regardless of whether such
environmental conditions were created by BESTFOOD or by a prior owner or tenant of such
facilities. Although BESTFOOD intends to conduct a limited environmental review prior to
acquiring or leasing any new facilities, to evaluate any potential environmental impact,
there can be no assurance that known or unknown environmental conditions relating to
prior, existing or future facility sites or the activities of BESTFOOD or any predecessor
will not have a material adverse effect on BESTFOOD and the registrant. It is difficult to
predict future environmental costs as the costs of environmental compliance vary
significantly depending on the extent, source and location of the contamination,
geological and hydrological conditions, available reimbursement by state agencies, the
enforcement policies of regulatory agencies and other factors.</font></p>

<p ALIGN="JUSTIFY"><font size="2">ADVERSE PUBLICITY AND PRODUCT LIABILITY</font></p>

<p ALIGN="JUSTIFY"><font size="2">The wholesale food distribution industry entails an
inherent risk of liability related to its products and services, product recall and
resultant adverse publicity. There can be no assurance that such claims will not be
asserted against BESTFOOD or that BESTFOOD will not be obligated to perform such a recall
in the future. While BESTFOOD as a general practice receives indemnification guarantees
from its suppliers whereby the supplier agrees to indemnify BESTFOOD from such claims and
obligations, there can be no assurance that such indemnification will be sufficient or
that such claims or obligations will not create adverse publicity that will have a
material adverse effect on BESTFOOD's ability to successfully market its services and
products and on BESTFOOD's business, financial condition and results of operations.</font></p>

<p ALIGN="JUSTIFY"><font size="2">DEVELOPING MARKET; FUTURE RELIANCE ON THE INTERNET</font></p>

<p ALIGN="JUSTIFY"><font size="2">The market for online commerce is rapidly evolving. As
is typical for new and rapidly evolving industries, demand and market acceptance for
recently introduced services and products offered in online commerce are subject to a high
level of uncertainty. BESTFOOD's success will also depend on the willingness of consumers
to increase their use of online services as a method to buy and order goods and other
products and services, such as our specialty food products. The Internet has experienced,
and is expected to continue to experience, substantial growth in the number of users and
amount of traffic, resulting in some cases in substantial delays for users. The Internet
could lose its viability due to delays in the development or adoption of new standards and
protocols to handle increased levels of Internet activity, or due to increased
governmental regulation. There can be no assurance that the infrastructure (e.g., reliable
network backbone) or complementary services (e.g., secure transaction processing)
necessary to make the Internet a viable commercial marketplace will develop, or, if
developed, that the Internet will become a viable commercial marketplace for the specialty
food products and offered or to be offered by BESTFOOD through the Internet. If the
necessary infrastructure or complementary services are not developed, or if the Internet
does not become a viable commercial marketplace, BESTFOOD's specialty food distribution
business and its results of operations or financial condition could be materially and
adversely affected. </font></p>

<p ALIGN="JUSTIFY"><font size="2">RISK OF SYSTEMS DISRUPTION</font></p>

<p ALIGN="JUSTIFY"><font size="2">BESTFOOD's information and computer systems could be
vulnerable to, among other factors, disruptions caused by system failures, power losses,
communication problems or natural disasters. In addition, BESTFOOD's services may be
vulnerable to break-ins and similar disruptive problems. Further, weaknesses in
communications media, such as the Internet, may compromise the security of confidential
electronic information exchanged with other businesses. Disruptions of service or security
breaches could cause losses to BESTFOOD, reduce customer satisfaction in BESTFOOD's
services or otherwise have a material adverse effect on BESTFOOD's business, results of
operations or financial condition. To date, BESTFOOD has not experienced material
disruptions of services or security breaches. However, there can be no assurance that such
problems will not occur in the future. </font></p>

<p><font size="2">RAPID TECHNOLOGICAL CHANGE, RISKS ASSOCIATED WITH NEW PRODUCTS AND
SERVICES</font></p>

<p ALIGN="JUSTIFY"><font size="2">Online commerce is characterized by rapidly changing
technology. BESTFOOD's software and systems require continual improvement in order to meet
the growing demand by BESTFOOD's wholesale and retail customers for new features and
capabilities. BESTFOOD's future success will partly depend upon its ability to introduce
new specialty food products and services and to add new features and enhancements to its
web site that keep pace with technological and market developments. The development of new
services and products and the enhancement of existing services and products entails
significant technical risks as well as costs. There can be no assurance that BESTFOOD will
be successful in (i) maintaining and improving its software, computer systems and web
site, (ii) effectively using new technologies, (iii) adapting its services and products to
emerging industry standards or (iv) developing, introducing and marketing service and
product enhancements or new services and products. Furthermore there can be no assurance
that BESTFOOD will not experience difficulties that could delay or prevent the successful
development, introduction or marketing of these services and products, or that its new
service and product enhancements will adequately meet the requirements of the marketplace
and achieve market acceptance. If BESTFOOD is unable, for technical or other reasons, to
develop its online specialty food distribution business activities and introduce new
services and products or enhancements of existing services and products in a timely manner
in response to changing market conditions or customer requirements, or if new services and
products do not achieve market acceptance, BESTFOOD's business, results of operations or
financial condition could be materially and adversely affected. </font></p>

<p ALIGN="JUSTIFY"><font size="2">REGULATION AND PRIVACY ISSUES</font></p>

<p ALIGN="JUSTIFY"><font size="2">The online services industry is relatively new and
rapidly changing, and federal and state regulation relating to the Internet and online
services is evolving. BESTFOOD is aware of certain industry requests of the Federal
Communications Commission (the &quot;FCC&quot;) to review the impact of Internet usage on
U.S. telecommunications service providers, in particular, the generally lower cost
structure for data transmission versus voice transmission. FCC regulatory review and
rulemaking could result in new regulation of the Internet and online industry changes in
current rules governing telecommunications or both. In turn, this could result in
increased telecommunications costs for the Internet and online industry. These or other
regulatory initiatives could have a material adverse effect on BESTFOOD's specialty food
distribution business, results of operation or financial condition, especially
BESTFOOD&#146;s efforts to build a significant retail online customer base.</font></p>

<p ALIGN="JUSTIFY"><font size="2">There has been a growing concern about privacy and the
collection, distribution and use of information about individuals and businesses, and
BESTFOOD may be subject to various federal and state regulations concerning such
activities. Although BESTFOOD's compliance with such federal and state regulations has not
had a material adverse effect on BESTFOOD, no assurance can be given that additional
federal or state laws or regulations (including antitrust and consumer privacy laws) will
not be enacted or applied to BESTFOOD or certain of its customers, in particular, users of
e-commerce and online services. Any such guidelines, laws or regulations could adversely
affect the ability of BESTFOOD to collect, distribute or use customer information, or
could otherwise have a material adverse effect on BESTFOOD's online specialty food
distribution business, results of operations or financial condition. BESTFOOD has adopted
policies to address certain privacy concerns, including restricting access to its
database, limiting the type of information that BESTFOOD provides to third parties,
requiring each employee to sign a nondisclosure and confidentiality agreement, and
implementing data security systems at BESTFOOD's computer and data center. However, there
can be no assurance that such policies and arrangements will be effective, and to the
extent that they are not effective, BESTFOOD's business, results of operations or
financial condition could be materially and adversely affected.</font></p>

<p ALIGN="JUSTIFY"><font size="2">NEED FOR ADDITIONAL CAPITAL</font></p>

<p ALIGN="JUSTIFY"><font size="2">BESTFOOD, as a wholly-owned subsidiary of the
Registrant, may need to procure additional financing from time-to-time, the amount and
timing of which will depend on a number of factors including the pace of expansion of
BESTFOOD's markets and customer base, the nature of the services offered, future
purchasing requirements from suppliers that may alter BESTFOOD&#146;s just-in-time
purchasing practice, new sales and marketing efforts and the cash flow generated by its
operations. BESTFOOD cannot predict the extent to which it will require additional
financing. There can be no assurance regarding the availability or terms of additional
financing the Registrant may be able to procure over time. Any future debt financing or
the authorization and issuance of preferred stock by the Registrant would be senior to the
rights of the holders of presently issued and outstanding VECTOR Shares of Common Stock,
and any future issuance of Common Stock would result in the dilution of the then existing
stockholders' proportionate equity interests in the Registrant.</font></p>

<p ALIGN="JUSTIFY"><font size="2">OWNERSHIP BY MANAGEMENT AND PRINCIPAL STOCKHOLDERS</font></p>

<p ALIGN="JUSTIFY"><font size="2">After consummation of the Share Exchange Agreement, Mr.
Allen Weintraub and Karl Schumer, the Registrant&#146;s senior executive officers, will
beneficially own approximately 93% of the outstanding shares of Common Stock and therefore
will be able to elect all directors, who in turn have the right to designate the officers
of the Registrant. By virtue of such control such stockholders will have substantial
influence over fundamental corporate transactions (such as certain mergers and sales of
assets) requiring stockholder approval. </font></p>

<p ALIGN="JUSTIFY"><font size="2">SHARES ELIGIBLE FOR FUTURE SALE</font></p>

<p ALIGN="JUSTIFY"><font size="2">Sales of a substantial number of unregistered shares of
Common Stock in the public market after certain holding periods could adversely affect the
market price of Common Stock of the Registrant. Upon the expiration of such holding
periods, pursuant to Rule 144 under the Securities Act of 1933, as amended (the
&quot;Act&quot;), such shareholders may sell such shares without registration, subject to
certain limitations, including limitations on volume of sales, and the requirement to file
Form 144 under the Act. If such stockholders should sell or otherwise dispose of a
substantial amount of Common Stock in the public market, the prevailing market price for
the Common Stock could be adversely affected. </font></p>

<p ALIGN="JUSTIFY"><font size="2">ISSUANCE OF FUTURE SHARES MAY DILUTE INVESTORS SHARE
VALUE</font></p>

<p ALIGN="JUSTIFY"><font size="2">The Certificate of Incorporation of the Registrant
authorizes the issuance of a maximum of 600,000,000 shares of common stock. The future
issuance of all or part of the remaining authorized common stock may result in substantial
dilution in the percentage of the Company's common stock held by the Company's then
existing shareholders. Moreover, any common stock issued in the future may be valued on an
arbitrary basis by the Company. The issuance of the Company's shares for future services
or acquisitions or other corporate actions may have the effect of diluting the value of
the shares held by investors, and might have an adverse effect on any trading market,
should a trading market develop for the Company's common stock.</font></p>

<p ALIGN="JUSTIFY"><font size="2">NO CURRENT TRADING MARKET FOR THE COMPANY'S SECURITIES</font></p>

<p ALIGN="JUSTIFY"><font size="2">There is currently no established public trading market
for the securities of the Company although the symbol on the Pink Sheets is
&quot;VHLD&quot;. No assurance can be given that an active trading market in the Company's
securities will develop or, if developed, that such trading market will be sustained. The
Company&#146;s shares were quoted on the OTC:BB until delisting on April 6, 2000 because
the Company was not current in its reporting requirements under the Exchange Act. The
Company&#146;s shares were traded on the OTC:BB prior to the delisting of its shares and
the Company intends to again apply for admission to quotation of its securities on the
OTC:BB. It may be that we will be required to clear comments, if any, from the SEC prior
to our shares again being traded on the OTC:BB. There can be no assurance whether the SEC
will have any comments regarding the disclosure in this Form 8-K or in registrant&#146;s
Forms 10-QSB and Form 10-KSB previously filed. Various factors, such as the Company's
operating results, changes in laws, rules or regulations, general market fluctuations and
other factors may have a significant impact on the market price of the Company's
securities if and when a trading market commences. The market price for the securities of
public companies often experience wide fluctuations which are not necessarily related to
the operating performance of such public companies such as high interest rates or impact
of overseas markets.</font></p>

<p ALIGN="JUSTIFY"><font size="2">PENNY STOCK REGULATION</font></p>

<p ALIGN="JUSTIFY"><font size="2">Upon commencement of trading in the Company's stock, if
such occurs (of which there can be no assurance) the Company's common stock may be deemed
a penny stock. Penny stocks generally are equity securities with a price of less than
$5.00 per share other than securities registered on certain national securities exchanges
or quoted on the NASDAQ Stock Market, provided that current price and volume information
with respect to transactions in such securities is provided by the exchange or system. The
Company's securities may be subject to &quot;penny stock rules&quot; that impose
additional sales practice requirements on broker-dealers who sell such securities to
persons other than established customers and accredited investors (generally those with
assets in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 together
with their spouse). For transactions covered by these rules, the broker-dealer must make a
special suitability determination for the purchase of such securities and have received
the purchaser's written consent to the transaction prior to the purchase. Additionally,
for any transaction involving a penny stock, unless exempt, the &quot;penny stock
rules&quot; require the delivery, prior to the transaction, of a disclosure schedule
prescribed by the Commission relating to the penny stock market. The broker-dealer also
must disclose the commissions payable to both the broker-dealer and the registered
representative and current quotations for the securities. Finally, monthly statements must
be sent disclosing recent price information on the limited market in penny stocks.
Consequently, the &quot;penny stock rules&quot; may restrict the ability of broker-dealers
to sell the Company's securities. The foregoing required penny stock restrictions will not
apply to the Company's securities if such securities maintain a market price of $5.00 or
greater. There can be no assurance that the price of the Company's securities will reach
or maintain such a level.</font></p>
<b>

<p ALIGN="CENTER"><font size="2">FORWARD-LOOKING STATEMENTS</font></p>
</b>

<p ALIGN="JUSTIFY"><font size="2">This Form 8-K contains certain forward-looking
statements, including statements regarding (i) anticipated changes in the Company's
business, (ii) future plans regarding the specialty food business and online operations,
and (iii) the Company's strategic initiatives. Such forward-looking statements can be
identified by the use of forward-looking terminology, such as &quot;believes,&quot;
&quot;expects,&quot; &quot;may,&quot; &quot;will,&quot; &quot;should,&quot;
&quot;estimates,&quot; or &quot;anticipates&quot; or the negative thereof or other
variations thereon or comparable terminology, or by discussions of strategy. Such
statements are subject to certain risks and uncertainties, including those discussed
below, which could cause actual results to differ materially from those that are expressed
or implied from such forward-looking statements. These forward-looking statements speak
only as of the date hereof. All of these forward-looking statements are based on estimates
and assumptions made by management of the Company, which although believed to be
reasonable, are inherently uncertain and difficult to predict; therefore, undue reliance
should not be placed upon such forward-looking statements. As a result, no assurance is
given that future results expressed or implied from such forward-looking statements will
be achieved.</font></p>

<p ALIGN="JUSTIFY"><font size="2">The following important factors, among others, in
addition to the information described under Risk Factors, could cause the Company not to
achieve expressed or implied by forward-looking statements contained herein or otherwise
cause the Company's results of operations to be adversely affected in future periods (i)
continued or increased competitive pressures from existing competitors and new entrants to
the specialty food distribution business, (ii) unanticipated costs related to the
implementation of the Company's growth and operating strategies, (iii) loss of Allen
Weintraub as the key member of management, (iv) inability to negotiate favorable terms
with customers and suppliers, (v) increases in interest rates or the Company's cost of
borrowing, if any, (vi) inability of the Company to achieve its cost savings initiatives,
to achieve synergies from acquisitions and/or to strengthen its customer base, (vii)
deterioration in general or regional economic conditions, which have an impact of the
specialty food market, (viii) adverse state or federal legislation or regulation that
increases the costs of compliance, or adverse findings by a regulator with respect to
existing operations, (ix) adverse determinations in connection with potential future
litigation or other material claims and judgments against the Company, (x) inability to
achieve future sales levels or other operating results that support the Company's cost
savings initiatives, and (xi) the unavailability of funds for capital expenditures.</font></p>
<b>

<p><font size="2"><a name="ITEM 3. BANKRUPTCY OR RECEIVERSHIP">ITEM 3. BANKRUPTCY OR
RECEIVERSHIP</a></font></p>
</b>

<p><font size="2">Not applicable.</font></p>
<b>

<p><font size="2"><a name="ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT">ITEM 4.
CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT</a></font></p>
</b>

<p><font size="2">Not applicable.</font></p>
<b>

<p><font size="2"><a name="ITEM 5. OTHER EVENTS">ITEM 5. OTHER EVENTS</a></font></p>
</b>

<p><font size="2">Not applicable.</font></p>
<b>

<p><font size="2"><a name="ITEM 6. RESIGNATIONS OF DIRECTORS AND EXECUTIVE OFFICERS">ITEM
6. RESIGNATIONS OF DIRECTORS AND EXECUTIVE OFFICERS</a></font></p>
</b>

<p><font size="2">Not applicable.</font></p>
<b>

<p><font size="2"><a name="ITEM 7. FINANCIAL STATEMENTS">ITEM 7. FINANCIAL STATEMENTS</a></font></p>
</b>

<p ALIGN="JUSTIFY"><font size="2">(a) No financial statements are filed herewith. The
Registrant shall file the financial statements by amendment hereto not later than 60 days
after the date that this initial report on Form 8-K must be filed.</font></p>

<p><font size="2">(b) Exhibits</font></p>

<p><font size="2">2.1 Agreement and Plan of Share Exchange</font></p>
<b>

<p><font size="2"><a name="ITEM 8. CHANGE IN FISCAL YEAR">ITEM 8. CHANGE IN FISCAL YEAR</a></font></p>
</b>

<p><font size="2">Not applicable.</font></p>
<b>

<p ALIGN="CENTER"><font size="2">SIGNATURES</font></p>
</b>

<p ALIGN="JUSTIFY"><font size="2">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 hereunto duly authorized.</font></p>

<table border="0" cellspacing="0" width="100%">
  <tr>
    <td width="100%"><font size="2">Vector Holdings Corporation</font></td>
  </tr>
  <tr>
    <td width="100%"><u><font size="2">By /s/ Allen Weintraub</font></u></td>
  </tr>
  <tr>
    <td width="100%"><p ALIGN="JUSTIFY"><font size="2">President, Chief Executive Officer</font></td>
  </tr>
  <tr>
    <td width="100%"><font size="2">Date: January 17, 2001</font></td>
  </tr>
</TABLE>

<p>&nbsp;</p>

<p>&nbsp;</p>

<p><font size="2">Exhibit 2.1 </font></p>
<b>

<p ALIGN="CENTER"><font size="2">Agreement and Plan of Share Exchange</font></p>
</b>

<p ALIGN="JUSTIFY"><font size="2">This Agreement and Plan of Share Exchange (the
&quot;Agreement&quot;), dated as of January 3, 2001, is entered into by and among VECTOR
HOLDINGS CORPORATION, a Nevada corporation (&quot;VECTOR&quot;) and BESTFOODONLINE.COM,
INC. a Florida corporation (&quot;BESTFOOD&quot;) and Allen Weintraub, a resident of the
State of Florida and the principal executive officer, sole director and control person of
BESTFOOD (the &quot;Stockholder&quot;).</font></p>

<p ALIGN="JUSTIFY"><font size="2"><strong>WHEREAS</strong>, Stockholder is the owner of
100% of the issued and outstanding shares of capital stock of BESTFOOD (the &quot;BESTFOOD
Shares&quot;); and</font></p>

<p ALIGN="JUSTIFY"><font size="2"><strong>WHEREAS</strong>, BESTFOOD is engaged in the
wholesale distribution and sale of specialty food products to hotels, restaurants and
specialty stores, and the online distribution and sale of specialty foods including
caviar, pasta, spices, exotic meats, cheeses, olives and other specialty products (the
&quot;Business&quot;); and</font></p>

<p ALIGN="JUSTIFY"><font size="2"><strong>WHEREAS</strong>, the Boards of Directors of
VECTOR and BESTFOOD deem it advisable and in the best interests of each corporation and
their respective stockholders and the Stockholder agrees that VECTOR and BESTFOOD combine
in a share exchange in order to advance their long-term business interests on the terms
and conditions hereinafter set forth; and</font></p>

<p ALIGN="JUSTIFY"><font size="2"><strong>WHEREAS</strong>, it is intended that the share
exchange between VECTOR and BESTFOOD be effected (as defined below) with BESTFOOD
surviving as a wholly owned subsidiary of VECTOR and such Share Exchange be treated for
Federal income tax purposes as a reorganization described in Section 368(a) of the
Internal Revenue Code of 1986, as amended (the &quot;Code&quot;).</font></p>

<p ALIGN="JUSTIFY"><font size="2"><strong>NOW THEREFORE</strong>, in consideration of the
mutual promises and covenants herein set forth and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:</font></p>

<p ALIGN="CENTER"><strong><font size="2">Article I</font></strong></p>

<p ALIGN="CENTER"><strong><font size="2">The Share Exchange</font></strong></p>

<p ALIGN="JUSTIFY"><font size="2">1.01 <u>The Share Exchange</u>. Subject to the terms and
conditions of this Agreement, at the Effective Time (as hereinafter defined), VECTOR shall
cause to be issued to the Stockholder, in consideration for the transfer of the
certificates of all issued and outstanding BESTFOOD Shares an aggregate of 4,000,000
shares of common stock of VECTOR (the &quot;VECTOR Shares&quot;), of which 2,000,000
VECTOR Shares have been issued prior to the execution and delivery of this Agreement. All
certificates evidencing the VECTOR Shares shall be issued with an appropriate restrictive
legend reflecting that the certificates have not been registered under the Securities Act
of 1933, as amended (the &quot;Act&quot;). </font></p>

<p ALIGN="JUSTIFY"><font size="2">1.02 <u>Effective Time of the Share Exchange</u>. Upon
execution and delivery by the parties of this Agreement:</font></p>

<p ALIGN="JUSTIFY"><font size="2">(a) all of the certificates evidencing the BESTFOOD
Shares shall be transferred together with stock powers to VECTOR and VECTOR shall instruct
its transfer agent to issued the 4,000,000 VECTOR Shares in denominations and names in
accordance with written instructions delivered at the Effective Time by the Stockholder;</font></p>

<p ALIGN="JUSTIFY"><font size="2">(b) the Articles of Incorporation and by-laws of
BESTFOOD shall continue to be the Articles of Incorporation of BESTFOOD.</font></p>

<p ALIGN="JUSTIFY"><font size="2">(c) <u>Directors and Officers</u>. The directors and
officers of BESTFOOD shall continue in their respective duties and the BESTFOOD directors
shall continue to hold office from the Effective Time until their respective successors
are duly elected or appointed and qualify in the manner provided by law.</font></p>

<p ALIGN="JUSTIFY"><font size="2">1.03 <u>Conversion of BESTFOOD Shares.</u> At the
Effective Time, by virtue of the share exchange and without any action on the part of the
VECTOR or BESTFOOD or the Stockholder, the 40,000,000 issued and outstanding BESTFOOD
Shares immediately prior to the Effective Time, shall be converted into the right to
receive VECTOR Shares, par value $.001 per share The VECTOR Shares will not have not been
registered under the Act, and will be issued pursuant to the exemption afforded under
Section 4(2) of the Act and the rules and regulations promulgated thereunder. At the
Effective Time all outstanding BESTFOOD Shares shall be transferred to VECTOR, and
BESTFOOD shall become a wholly-owned subsidiary of VECTOR.</font></p>

<p ALIGN="JUSTIFY"><font size="2">1.04 <u>Stock Certificates</u>. At or following the
Effective Time, each holder of an outstanding certificate or certificates representing
BESTFOOD Shares shall surrender the same with stock powers to VECTOR and VECTOR shall, in
exchange therefor, cause to be issued to the holder of such certificate(s) a new
certificate representing VECTOR Shares, and the surrendered certificate(s) representing
BESTFOOD Shares shall be transferred of record to VECTOR. Until so surrendered and
exchanged, each such certificate shall represent solely the right to receive the
consideration described hereinabove, without interest.</font></p>
<b>

<p ALIGN="CENTER"><font size="2">Article II</font></p>

<p ALIGN="CENTER"><font size="2">Closing</font></p>
</b>

<p ALIGN="JUSTIFY"><font size="2">2.01 <u>Time and Place of Closing</u>. The transactions
contemplated by this Agreement shall be consummated at the offices of VECTOR upon the
execution and delivery of this Agreement. The time and place at which the transactions
contemplated hereby are consummated is hereinafter referred to as the &quot;Closing&quot;.</font></p>

<p ALIGN="JUSTIFY"><font size="2">2.02 <u>Deliveries at Closing.</u> At the Closing:</font></p>

<p ALIGN="JUSTIFY"><font size="2">(a) Stockholder shall deliver one or more certificates
evidencing the BESTFOOD Shares, duly endorsed for transfer to VECTOR, with stock powers
bearing signature medallion guaranteed thereon;</font></p>

<p ALIGN="JUSTIFY"><font size="2">(b) VECTOR shall pay as total consideration for this
Agreement 4,000,000 VECTOR Shares described in Section 1 above, of which 2,000,000 Shares
were delivered prior to the execution of this Agreement;</font></p>
<b>

<p ALIGN="CENTER"><font size="2">Article III</font></p>

<p ALIGN="CENTER"><font size="2">Representation and Warranties of Stockholder and BESTFOOD</font></p>
</b>

<p><font size="2">Stockholder and BESTFOOD, jointly and severally, represent and warrant
to VECTOR as follows:</font></p>

<p><font size="2">3.01 <u>Legal Capacity of Stockholder and BESTFOOD</u></font></p>

<p ALIGN="JUSTIFY"><font size="2">(a) Stockholder and BESTFOOD each has the legal capacity
to execute and deliver this Agreement and to consummate the transactions contemplated
hereby. Stockholder and BESTFOOD each has the power and authority to execute and deliver
this Agreement and to consummate the transactions contemplated hereby.</font></p>

<p ALIGN="JUSTIFY"><font size="2">(b) The execution and delivery of this Agreement by
Stockholder and BESTFOOD, and the consummation of the transactions contemplated hereby, do
not violate or conflict with (i) any material terms of any organizational document or any
instrument, contractual restriction or commitment of any kind or character to which
Stockholder or BESTFOOD is a party or by which either of them is bound, or (ii) any
requirement of law or any judgment, decree or order of any governmental or regulatory
authority to which Stockholder or BESTFOOD is subject or by which Stockholder or BESTFOOD
or any of their respective assets or properties is bound.</font></p>

<p ALIGN="JUSTIFY"><font size="2">(c) This Agreement has been duly and validly executed by
Stockholder and BESTFOOD, and constitutes a valid and binding obligation of Stockholder
and BESTFOOD enforceable against Stockholder and BESTFOOD in accordance with its terms
except to the extent that (i) such enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement of creditors'
rights generally and (ii) the availability of remedies, including specific performance, is
subject to the discretion of the court before which any proceeding therefor may be
brought.</font></p>

<p ALIGN="JUSTIFY"><font size="2">3.02 <u>Title to the BESTFOOD Shares</u>. Stockholder is
the owner of 100% of the issued and outstanding capital stock of BESTFOOD. Stockholder is
not a party to or bound by any options, calls, voting agreements, contracts, or
commitments of any character relating to any issued or unissued capital stock or any other
equity security issued or to be issued by BESTFOOD. Stockholder owns the BESTFOOD Shares
free and clear of any liens, pledges, encumbrances, charges, rights of first refusal,
obligations or commitments to sell or other claims.</font></p>

<p ALIGN="JUSTIFY"><font size="2">3.03 <u>Organization and Authority of</u> <u>BESTFOOD</u>.
BESTFOOD is a corporation duly organized, validly existing and in good standing under the
laws of its jurisdiction of organization, and has all requisite corporate power and
authority to carry on its business as presently conducted and to own or lease and to
operate its properties. BESTFOOD is qualified to transact business as a foreign
corporation in each jurisdiction wherein the failure to so qualify would have a material
adverse effect on the business or financial condition of BESTFOOD. BESTFOOD has no
subsidiaries.</font></p>

<p ALIGN="JUSTIFY"><font size="2">3.04 <u>Capitalization</u>. The authorized capital stock
of BESTFOOD consists of (i) 500,000,000 shares of Common Stock, par value $.00001, of
which 40,000,000 shares (the &quot;BESTFOOD Shares&quot;) are issued and outstanding on
the date hereof. The BESTFOOD Shares have been duly authorized and are validly issued,
fully paid and non-assessable. BESTFOOD is not a party to or bound by any options, calls,
voting agreements, contracts, or commitments of any character relating to any issued or
unissued capital stock or any other equity security issued or to be issued by BESTFOOD.</font></p>

<p ALIGN="JUSTIFY"><font size="2">3.05 <u>Consents and Approvals</u>. No approval, order
or consent of, filing or registration with or notice or payment to, any foreign, federal,
state, county, local or other governmental or regulatory body, and no approval or consent
of, or filing with or notice or payment to, any other person is required by or with
respect to Stockholder or BESTFOOD in connection with the execution and delivery by
Stockholder or BESTFOOD of this Agreement and the consummation and performance by each of
them of the transactions contemplated hereby. The execution and delivery of this
Agreement, the consummation of the transactions contemplated hereby, and the performance
by Stockholder and BESTFOOD of this Agreement in accordance with its terms and conditions
will not (a) conflict with or result in the breach or violation of any of the terms or
conditions of, or give rise to any acceleration of BESTFOOD&#146;s obligations or
constitute (or with notice or lapse of time or both would constitute) a default under (i)
the Articles of Incorporation or by-laws of BESTFOOD (ii) any instrument, contract or
other agreement by or to which Stockholder or BESTFOOD is a party or by or to which
BESTFOOD&#146;s assets or properties are bound or subject; (iii) any statute, law or
regulation of any jurisdiction or any order, writ, judgment, injunction, award or decree
of any court, arbitrator or governmental or regulatory body against, or binding upon,
Stockholder, BESTFOOD or the assets or properties of BESTFOOD; or (iv) any license,
franchise, approval, certificate, permit or authorization applicable to Stockholder or
BESTFOOD or any of BESTFOOD&#146;s assets; or (b) result in the creation of any lien,
charge or encumbrance of any nature, upon the BESTFOOD Shares or assets or property of
BESTFOOD.</font></p>

<p ALIGN="JUSTIFY"><font size="2">3.06 <u>Financial Statements</u>. Attached hereto as
Schedule 3.06 are copies of the balance sheet of BESTFOOD as at June 30, 2000, and the
related statements of income and retained earnings and cash flows for the year then ended
(collectively, the &quot;Financial Statements). The Financial Statements of BESTFOOD shall
be updated through the year ended December 31, 2000 and shall be audited by Grassano
Accounting, P. A., independent auditors. Such Financial Statements will be prepared in
accordance with generally accepted accounting principles consistently applied with prior
periods (except as may be indicated therein or in the notes thereto) and fairly present
the financial condition of BESTFOOD as of the date(s) thereof and the results of
operations of BESTFOOD for the period(s) indicated.</font></p>

<p ALIGN="JUSTIFY"><font size="2">3.07 <u>Liabilities</u>. BESTFOOD has not suffered or
incurred any direct or indirect indebtedness, liability, claim, loss, damage, deficiency,
obligation or responsibility, including without limitation, liabilities on account of
taxes, other governmental charges or legal proceedings (&quot;Liabilities&quot;) other
than previously discharged Liabilities and (i) Liabilities fully and adequately reflected
on the balance sheet included in the Financial Statements, (ii) those Liabilities, as of
the date of the Financial Statements, that would not be required to be disclosed on the
balance sheet included in the Financial Statements in accordance with generally accepted
accounting principles. (iii) those Liabilities incurred since the date of the Financial
Statements in the ordinary course of business consistent with past practice, and (iv)
Liabilities disclosed pursuant to any section of this Agreement. Stockholder has no
knowledge of any current or threatened circumstances, conditions, events or arrangements
affecting specifically BESTFOOD, which may hereafter give rise to any Liabilities of
BESTFOOD, except in the ordinary course of business consistent with past practice.</font></p>

<p ALIGN="JUSTIFY"><font size="2">3.08 <u>Litigation</u>. There is no action, suit or
proceeding pending or threatened, or any investigation, at law or in equity, before any
arbitrator, court or other governmental authority, pending or threatened, nor any
judgment, decree, injunction, award or order outstanding, against or any manner involving
Stockholder or BESTFOOD or any of Stockholder's or BESTFOOD&#146;s properties or rights
which (i) could reasonably be expected to have an adverse effect upon the financial
condition, results of operations, assets, properties or business of BESTFOOD, or (ii)
could reasonably be expected to prevent the consummation of the transactions contemplated
by this Agreement.</font></p>

<p ALIGN="JUSTIFY"><font size="2">3.09 <u>Taxes</u>. BESTFOOD has filed or will file all
tax returns that it is required to file, and has paid or will pay all taxes indicated on
such returns for such periods which are due and payable as of the date hereof. All such
tax returns were in all respects true, complete and correct and filed on a timely basis.
None of the income tax returns filed by, on behalf of or with respect to BESTFOOD is
currently the subject of an audit, and no notice of a planned audit has been received by
or on behalf of Stockholder or BESTFOOD.</font></p>

<p ALIGN="JUSTIFY"><font size="2">3.10 <u>Compliance with Laws: Permits</u>. BESTFOOD is
in material compliance with, and its operations have been conducted in accordance with,
all laws applicable to BESTFOOD.</font></p>

<p ALIGN="JUSTIFY"><font size="2">3.11 <u>Corporate Records</u>. Stockholder and BESTFOOD
have given VECTOR access to all the tax, accounting, corporate and financial books and
records relating to the business of BESTFOOD. Such books and records have been maintained
on a current basis, are true and complete and fairly reflect the financial condition and
results of operations of BESTFOOD as of the dates thereof and the periods ended. </font></p>

<p ALIGN="JUSTIFY"><font size="2">3.12 <u>No Brokers</u>. Neither Stockholder nor BESTFOOD
is a party to any agreement pursuant to which BESTFOOD or VECTOR will become obligated to
pay a commission to any person as a result of consummation of the transactions
contemplated hereby.</font></p>
<b>

<p ALIGN="CENTER"><font size="2">Article IV</font></p>

<p ALIGN="CENTER"><font size="2">Representations and Warranties of VECTOR</font></p>
</b>

<p><font size="2">VECTOR hereby represents and warrants to Stockholder and BESTFOOD as
follows:</font></p>

<p ALIGN="JUSTIFY"><font size="2">4.01 <u>Legal Capacity of VECTOR</u>.</font></p>

<p ALIGN="JUSTIFY"><font size="2">(a) VECTOR has the legal capacity to execute and deliver
this Agreement and to consummate the transactions contemplated hereby. VECTOR has the
power and authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby.</font></p>

<p ALIGN="JUSTIFY"><font size="2">(b) The execution and delivery of this Agreement by
VECTOR and the consummation of the transactions contemplated hereby, does not violate or
conflict with (i) any material terms of any organizational document or any instrument,
contractual restriction or commitment of any kind or character to which VECTOR is a party
or by which it is bound, or (ii) any requirement of law or any judgment, decree or order
of any governmental or regulatory authority to which VECTOR is subject or by which VECTOR
is or any of its assets or properties is bound.</font></p>

<p ALIGN="JUSTIFY"><font size="2">(c) This Agreement has been duly and validly executed by
VECTOR, and constitutes a valid and binding obligation of VECTOR enforceable against
VECTOR in accordance with its terms except to the extent that (i) such enforcement may be
limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting the enforcement of creditors' rights generally and (ii) the availability of
remedies, including specific performance, is subject to the discretion of the court before
which any proceeding therefor may be brought.</font></p>

<p ALIGN="JUSTIFY"><font size="2">4.02 <u>Organization and Authority of VECTOR.</u> VECTOR
is a corporation duly organized, validly existing and in good standing under the laws of
Nevada, its jurisdiction of organization, and has all requisite corporate power and
authority to carry on its business as presently conducted and to own or lease and to
operate its properties. VECTOR is qualified to transact business as a foreign corporation
in each jurisdiction wherein the failure to so qualify would have a material adverse
effect on the business or financial condition of VECTOR.</font></p>

<p ALIGN="JUSTIFY"><font size="2">4.03 <u>Capitalization</u>. The authorized capital stock
of VECTOR consists of 600,000,000 shares of Common Stock, $.001 par value, of which,
3,252,666 VECTOR Shares are issued and outstanding on the date hereof, inclusive of the
2,000,000 VECTOR Shares delivered to Stockholder prior to the execution of this Agreement
as partial consideration. The VECTOR Shares issued and to be issued in connection with
this Agreement have been duly authorized and, upon issuance as contemplated hereby, will
be validly issued, fully paid and non-assessable.</font></p>

<p ALIGN="JUSTIFY"><font size="2">4.04 <u>Consents and Approvals</u>. No approval, order
or consent of, filing or registration with or notice or payment to, any foreign, federal,
state, county, local or other governmental or regulatory body, and no approval or consent
of, or filing with or notice or payment to, any other person is required by or with
respect to VECTOR in connection with the execution and delivery by VECTOR of this
Agreement and their consummation and performance of the transactions contemplated hereby.
The execution and delivery of this Agreement, the consummation of the transactions
contemplated hereby by VECTOR of this Agreement in accordance with its terms and
conditions will not (a) conflict with or result in the breach or violation of any of the
terms or conditions of, or give rise to any acceleration of VECTOR's obligations or
constitute (or with notice or lapse of time or both would constitute) a default under (i)
the Articles of Incorporation or by-laws of VECTOR (ii) any instrument, contract or other
agreement by or to which VECTOR is a party or by or to which VECTOR&#146;s assets or
properties are bound or subject; (iii) any statute, law or regulation of any jurisdiction
or any order, writ, judgment, injunction, award or decree of any court, arbitrator or
governmental or regulatory body against, or binding upon, VECTOR or the assets or
properties of VECTOR; or (iv) any license, franchise, approval, certificate, permit or
authorization applicable to VECTOR or any of its assets; or (b) result in the creation of
any lien, charge or encumbrance of any nature, upon the assets or property of VECTOR.</font></p>

<p ALIGN="JUSTIFY"><font size="2">4.05 <u>Financial Statements</u>.</font></p>

<p ALIGN="JUSTIFY"><font size="2">(a) The financial statements of VECTOR as at September
30, 2000, June 30, 2000, March 31, 2000, September 30, 1999, June 30, 1999 and March 31,
1999 have been filed as part of VECTOR&#146;s quarterly reports on Form 10-QSB with the
Securities and Exchange Commission (the &quot;SEC&quot;) as have the financial statements
as at December 31, 1999 and 1998 that have been filed with the SEC in VECTOR&#146;s Annual
Report on Form 10-KSB and the related statements of operations and stockholders' equity
(deficit) and statements of cash flows for the respective periods (collectively, the
&quot;VECTOR Financial Statements&quot;).</font></p>

<p ALIGN="JUSTIFY"><font size="2">(b) The VECTOR Financial Statements with respect to the
years ended December 31, 1999 and 1998 have been (i) audited by Grassano Accounting, P A.,
independent auditors, as set forth in their opinion with respect thereto, and (ii)
prepared in accordance with generally accepted accounting principles consistently applied
with prior periods (except as may be indicated therein or in the notes thereto) and fairly
present the financial condition of VECTOR as of the dates thereof and the results of
operations of VECTOR for the periods indicated. The VECTOR Financial Statements for the
interim periods referenced herein have been subject to a review by Grassano Accounting, P
A., independent auditors and similarly have been prepared in accordance with generally
accepted accounting principles consistently applied with prior periods (except as may be
indicated therein or in the notes thereto) and fairly present the financial condition of
VECTOR as of the dates thereof and the results of operations of VECTOR for the periods
indicated.</font></p>

<p ALIGN="JUSTIFY"><font size="2">4.06 <u>Litigation</u>. Except as disclosed in
VECTOR&#146;s Annual Report on Form 10-KSB/A for the year ended December 31, 1999, filed
with the SEC on November 2, 2000, there is no action, suit or proceeding pending or
threatened, or any investigation, at law or in equity, before any arbitrator, court or
other governmental authority, pending or threatened, nor any judgment, decree, injunction,
award or order outstanding, against or in any manner involving VECTOR or any of its
properties or rights which (i) could reasonably be expected to have an adverse effect upon
the financial condition, results of operations, assets, properties or business of VECTOR,
or (ii) could reasonably be expected to prevent the consummation of the transactions
contemplated by this Agreement.</font></p>

<p ALIGN="JUSTIFY"><font size="2">4.07 <u>Compliance with Laws Permits</u>. Except as set
forth on Schedule 4.07 hereto, VECTOR is in compliance with, and its operations have been
conducted in accordance with, all laws applicable to VECTOR.</font></p>

<p ALIGN="JUSTIFY"><font size="2">4.08 <u>Taxes</u>. VECTOR has filed and will file all
tax returns that it is required to file, and has paid all taxes indicated on such returns
for such periods which are due and payable as of the date hereof. VECTOR believes that all
such tax returns were in all respects true, complete and correct and filed on a timely
basis. None of the income tax returns filed by, on behalf of or with respect to VECTOR is
currently the subject of an audit, and no notice of a planned audit has been received by
or on behalf of VECTOR.</font></p>

<p ALIGN="JUSTIFY"><font size="2">4.09 <u>Corporate Records</u>. VECTOR has given BESTFOOD
and Stockholder access to all the tax, accounting, corporate and financial books and
records relating to VECTOR. Such books and records have been maintained on a current
basis, are true and complete and fairly reflect the financial condition and results of
operations of VECTOR as of the dates thereof and the periods ended. The minute books of
VECTOR contain complete and accurate records of all meetings and other corporate actions
of its Board of Directors and shareholders and have been made available to BESTFOOD and
Stockholder for review.</font></p>

<p ALIGN="JUSTIFY"><font size="2">4.10 <u>No Brokers</u>. VECTOR is not a party to any
agreement pursuant to which Stockholder or BESTFOOD will become obligated to pay a
commission to any person as a result of consummation of the transactions contemplated
hereby.</font></p>
<b>

<p ALIGN="CENTER"><font size="2">Article V</font></p>

<p ALIGN="CENTER"><font size="2">VECTOR Shares</font></p>
</b>

<p ALIGN="JUSTIFY"><font size="2">In connection with his receipt of the VECTOR Shares,
Stockholder hereby represents and Warrants to VECTOR as follows:</font></p>

<p ALIGN="JUSTIFY"><font size="2">5.01 <u>VECTOR Shares Not Registered</u>. Stockholder
understands that the VECTOR Shares have not been registered under the Securities Act of
1933, as amended (the &quot;Act&quot;), or under the laws of any state. The VECTOR Shares
may not be sold, assigned, transferred or otherwise disposed of absent such registration
or an available exemption therefrom.</font></p>

<p ALIGN="JUSTIFY"><font size="2">5.02 <u>Status of Stockholder</u>. Stockholder has such
knowledge and experience in financial and business matters that he is able to evaluate the
risks and merits of his receipt of the VECTOR Shares in consideration for the BESTFOOD
Shares. Stockholder understands that his acquisition of the VECTOR Shares is speculative
and there is no assurance that the VECTOR Shares can be resold at a profit or at all.
Stockholder also acknowledges that he is a control person of VECTOR.</font></p>

<p ALIGN="JUSTIFY"><font size="2">5.03 <u>Access to Information</u>. Stockholder has been
afforded the opportunity to review the books and records of VECTOR and to ask questions
of, and receive responses from, management of VECTOR concerning its business and the
transactions contemplated by this Agreement and Stockholder has reviewed the VECTOR
Financial Statements and its Forms 10-QSB and Form 10-KSB referred to hereinabove.</font></p>

<p ALIGN="JUSTIFY"><font size="2">5.04 <u>Status of VECTOR</u>. Stockholder acknowledges
and understands that VECTOR has no existing business operations and that VECTOR will be
dependent upon the business and operations of BESTFOOD in order to generate revenues and
profits, if any.</font></p>
<b>

<p ALIGN="CENTER"><font size="2">Article VI</font></p>

<p ALIGN="CENTER"><font size="2">Indemnification</font></p>
</b>

<p ALIGN="JUSTIFY"><font size="2">6.01 <u>Indemnification by Stockholder</u>. Stockholder
hereby indemnifies and holds VECTOR harmless from and against any and all damages, losses,
liabilities, obligations, costs or expenses incurred by VECTOR and arising out of the
breach of any representation or warranty of Stockholder or BESTFOOD hereunder, or
Stockholder's or BESTFOOD&#146;s failure to perform any covenant or obligation required to
be performed by Stockholder or BESTFOOD hereunder.</font></p>

<p ALIGN="JUSTIFY"><font size="2">6.02 <u>Indemnification by VECTOR</u>. VECTOR hereby
indemnifies and holds Stockholder harmless from and against any and all damages, losses,
liabilities, obligations, costs or expenses incurred by Stockholder and arising out of the
breach of any representation or warranty of VECTOR hereunder, or VECTOR's failure to
perform any covenant or obligation required to be performed by VECTOR hereunder.</font></p>

<p ALIGN="JUSTIFY"><font size="2">6.03 <u>Time for Assertion</u>. No party to this
Agreement shall have any liability (for indemnification or otherwise) with respect to any
representation or warranty, or covenant or obligation to be performed and complied
hereunder, other than those arising under Section 3.09, unless notice of any such
liability is provided on or before 12 months from the date hereof.</font></p>

<p ALIGN="JUSTIFY"><font size="2">6.04 <u>Limitations of Indemnification</u>.
Notwithstanding any conflicting or inconsistent provisions hereof,<b> </b>Stockholder
shall not be liable in damages, indemnity or otherwise to VECTOR or BESTFOOD in respect of
the inaccuracy or breach of any representations, warranties, covenants or agreements
herein, other than those contained in Article V hereof, except to the extent that the
damages to VECTOR or BESTFOOD, singularly or in the aggregate, exceed the sum of $10,000.
Notwithstanding any conflicting or inconsistent provisions hereof, VECTOR shall not be
liable in damages, indemnity or otherwise to Stockholder in respect to the inaccuracy or
breach of any representations, warranties, covenants or agreements herein except to the
extent that damages to Stockholder exceed, individually or in the aggregate, the sum of
$10,000.</font></p>
<b>

<p ALIGN="CENTER"><font size="2">Article VII</font></p>

<p ALIGN="CENTER"><font size="2">Miscellaneous Provisions</font></p>
</b>

<p ALIGN="JUSTIFY"><font size="2">7.01 <u>Default</u>. Should any patty to this Agreement
default in any of the covenants, conditions, or promises contained herein, the defaulting
party shall pay all costs and expenses, including a reasonable attorney's fee, which may
arise or accrue from enforcing this Agreement, or in pursuing any remedy provided
hereunder or under applicable law.</font></p>

<p ALIGN="JUSTIFY"><font size="2">7.02 <u>Rights are Cumulative</u>. The rights and
remedies granted to the parties hereunder shall be in addition to and cumulative of any
other rights or remedies either may have under any document or documents executed in
connection herewith or available under applicable law. No delay or failure on the part of
a party in the exercise of any power of right shall operate as a waiver thereof nor as an
acquiescence in any default nor shall any single or partial exercise of any power or right
preclude any other or further exercise thereof or the exercise of any other power of
right.</font></p>

<p ALIGN="JUSTIFY"><font size="2">7.03 <u>Waiver and Amendment</u>. Neither this Agreement
nor any provision hereof may be changed, waived, terminated or discharged orally, but only
by an instrument in writing signed by the party against whom enforcement of the change,
waiver, termination or discharge is sought.</font></p>

<p ALIGN="JUSTIFY"><font size="2">7.04 <u>Counsel</u>. Each of the parties acknowledges
that Thomas J. Craft, P.A. has acted as counsel to VECTOR in connection with the
transactions contemplated by this Agreement, and that such firm and CR Capital Services
Inc. has represented VECTOR in matters relating to the preparation and filing of
VECTOR&#146;s reports under the Securities Exchange Act of 1934 (&quot;Exchange Act&quot;)
in order for VECTOR to become current under the reporting requirements of the Exchange
Act. Further, each of the parties to this Agreement acknowledge that Thomas J. Craft,
P.A., as attorney and CR Capital Services Inc., assisted in the preparation of this
Agreement between VECTOR, BESTFOOD and Stockholder. Each of the parties hereby waives any
potential conflict of interest that may arise by reason of such representation and
services. BESTFOOD and Stockholder hereby acknowledge that they have had the opportunity
to engage counsel and have this Agreement and the transactions contemplated hereby
reviewed by counsel of their choosing, and that no one has advised BESTFOOD or Stockholder
to enter into this Agreement without the benefit of representation by counsel. Following
the Effective Time, Thomas J. Craft, Jr., P.A. may continue to serve as counsel to VECTOR,
BESTFOOD, and the Stockholder and the parties hereby waive any conflict of interest that
may arise by reason of such representation.</font></p>

<p ALIGN="JUSTIFY"><font size="2">7.05 <u>Notices</u>. All communications provided for
herein shall be in writing and shall be deemed to be given or made when served personally
or when deposited in the United Sates mail, certified mail, return receipt requested,
addressed, if to VECTOR, BESTFOOD or Stockholder at 120 NE 179<sup>th</sup> Street, Miami,
Florida 33179, or at such other address as shall be designated by any party hereto in
writing notice to the other party hereto delivered pursuant to this Paragraph.</font></p>

<p ALIGN="JUSTIFY"><font size="2">7.06 <u>Governing Law</u>. This Agreement and the rights
and duties of the parties hereto shall be construed and determined in accordance with the
laws of the State of Florida and venue shall lay in and for the 15<sup>th</sup> Judicial
Circuit, Palm Beach County, FL and any and all actions to enforce the provisions of this
Agreement, shall be brought in a court of competent jurisdiction in the State of Florida,
15<sup>th</sup> Judicial Circuit and in no other place.</font></p>

<p ALIGN="JUSTIFY"><font size="2">7.07 <u>Successors and Assigns</u>. This Agreement shall
be binding upon the parties and their successors and assigns and shall inure to the
benefit of the other parties and successors and assigns.</font></p>

<p ALIGN="JUSTIFY"><font size="2">7.08 <u>Counterparts</u>. This Agreement may be executed
in any number of counterparts and all such counterparts taken together shall be deemed to
constitute one instrument.</font></p>

<p ALIGN="JUSTIFY"><font size="2">7.09 <u>Entire Agreement</u>. This Agreement constitutes
the entire understanding of the parties with respect to transactions contemplated hereby,
and all prior understandings with respect thereto, whether written or oral, shall be of no
force and effect.</font></p>

<p ALIGN="JUSTIFY"><font size="2">7.10 <u>Survival of Covenants, etc</u>. All covenants,
representations and warranties made herein shall survive the making of this Agreement and
shall continue in full force and effect until the obligations of this Agreement have been
fully satisfied.</font></p>

<p ALIGN="JUSTIFY"><font size="2">7 11 <u>Partial Invalidity</u>. If any term of this
Agreement shall be held to be invalid or unenforceable, such term shall be deemed to be
severable and the validity of the other terms of this Agreement shall in no way be
affected thereby.</font></p>

<p ALIGN="JUSTIFY"><font size="2">7.12 <u>Headings</u>. The descriptive headings of the
various Sections or parts of this Agreement are for convenience only and shall not affect
the meaning or construction of any of the provisions hereof.</font></p>

<p ALIGN="JUSTIFY"><font size="2">7.13 <u>Tax-Free Transaction</u>. Each of the parties to
this Agreement agrees to refrain from taking any action that could reasonably be
anticipated to jeopardize the tax-free treatment intended to be accorded to the
transactions contemplated by this Agreement.</font></p>

<p ALIGN="JUSTIFY"><font size="2">7.13 <u>Arbitration</u>. Any controversy or claim
arising out of or relating to this Agreement, or the breach thereof, shall, be resolved by
binding arbitration. The arbitration shall be heard before one Arbitrator selected in
accordance with the rules of the American Arbitration Association (&quot;AAA&quot;),
provided that the parties may conduct discovery in accordance with the Federal Rules of
Civil Procedure as then in effect, and the arbitration shall otherwise be conducted in
accordance with the rules of the AAA. Such arbitration shall be conducted in Palm Beach
County, Florida, or if there are no AAA facilities available in Palm Beach County, then in
Broward County, Florida. The decision of the arbitrator shall be in writing, dated and
signed by the arbitrator and shall be final and binding upon the parties hereto and their
respective shareholders, directors, successors and assigns. Judgment upon the award
granted by the arbitrator may be entered in any court having jurisdiction thereof or
application may be made to such court for judicial acceptance of the award and an order of
enforcement, as the case may be. This Section shall not prevent VECTOR or Stockholder from
seeking or obtaining any temporary or permanent restraining order or injunction or other
equitable relief from a court of competent jurisdiction as set forth in Paragraph 7.06
above in the event of any breach or threatened breach of any obligation of the parties
under this Agreement. The parties to any arbitration hereunder agree to submit for
determination by the arbitrator, the amount of fees and expenses, including reasonable
attorney's fees, to be borne by each party.</font></p>

<p><font size="2">IN WITNESS WHEREOF, the undersigned have executed this Agreement the 3<sup>rd</sup>
day of January 2001.</font></p>

<table border="0" cellspacing="0" width="100%">
  <tr>
    <td width="50%"><font size="2">VECTOR HOLDINGS CORPORATION</font></td>
    <td width="50%"><font size="2">BESTFOODONLINE.COM, INC.</font></td>
  </tr>
  <tr>
    <td width="50%"><font size="2">By:<u>/s/ Karl Schumer</u></font></td>
    <td width="50%"><font size="2">By:<u>/s/ Allen Weintraub</u></font></td>
  </tr>
  <tr>
    <td width="50%"><font size="2">&nbsp; </font></td>
    <td width="50%"><font size="2">&nbsp; </font></td>
  </tr>
  <tr>
    <td width="50%"><font size="2">STOCKHOLDER</font></td>
    <td width="50%"></td>
  </tr>
  <tr>
    <td width="50%"><font size="2">By:<u>/s/ Allen Weintraub</u></font></td>
    <td width="50%"></td>
  </tr>
</TABLE>
</body>
</HTML>
[{"type": "8-K", "sequence": "1", "filename": "v8k-011801.htm", "description": "FORM 8-K", "secsgml_size_bytes": 106669}]
{"company-data": {"conformed-name": "VECTOR HOLDINGS CORP", "cik": "0000830664", "assigned-sic": "3711", "irs-number": "330254334", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-10559", "film-number": "1510677"}, "business-address": {"street1": "P O BOX 800303", "city": "AVENTURA", "state": "FL", "zip": "33280", "phone": "3056815191"}, "mail-address": {"street1": "PO BOX 800303", "city": "AVENTURA", "state": "FL", "zip": "33280"}, "former-company": {"former-conformed-name": "VECTOR AEROMOTIVE CORP", "date-changed": "19920703"}}
Vector Holdings Corp.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934
Date of Report: January 3, 2001
(Date of Earliest Event Reported)
VECTOR HOLDINGS CORPORATION
(Exact Name of Registrant as Specified
    in its Charter)
Nevada
0-17303
65-1021346
(State or other jurisdiction
    of incorporation)
(Commission File Number)
(IRS Employer Identification
    No.)
120 NE 179
th
Street, Miami, FL
33179
(Address of principal
    executive offices)
(Zip Code)
Registrant's telephone number, including area code: (305) 681-5191
Table of Contents
Page
Item 1. Changes in Control of Registrant
2
Item 2. Acquisition or Disposition of Assets
2
Item
    3. Bankruptcy or Receivership
12
Item 4.
    Changes in Registrant's Certifying Accountants
12
Item 5. Other
    Events
12
Item 6.
    Resignations of Directors and Executive Officers
12
Item
    7. Financial Statements
12
Item
    8. Changes in Fiscal Year
13
ITEM 1. CHANGES IN
CONTROL OF REGISTRANT
(a) Pursuant to an Agreement and Plan of Share Exchange
(the "Agreement") between Bestfoodonline.com Inc., a Florida corporation and
Vector Holdings Corp., a Nevada corporation, hereinafter referred to either as the
"Registrant" or the "Company"), Bestfoodonline.com Inc.,
("BESTFOOD") was acquired in a Share Exchange by the Registrant on January 3,
2001. The Agreement was adopted by the unanimous consent of the Board of Directors of the
Registrant, BESTFOOD and approved by the sole shareholder of BESTFOOD, Allen Weintraub.
Prior to the Agreement, Mr. Weintraub was the principal
shareholder, president and chief executive office, owning of record and beneficially
714,286 shares of common stock, par value $.001 (the "Vector Shares") or 57% of
the issued and outstanding Vector Shares. Mr. Weintraub was the control person of
Registrant and BESTFOOD at the time of the negotiation and execution of the Agreement. In
connection with the Agreement and prior to its execution, Registrant issued to Mr.
Weintraub 2,000,000 shares of the 4,000,000 shares provided under the Agreement. At
December 31, 2000, the Registrant had 3,252,666 shares issued and outstanding, which
includes 2,000,000 Vector Shares issued to Mr. Weintraub as partial consideration under
the Agreement prior to its execution. At such time Mr. Weintraub owned 2,714,286 Vector
Shares or 83% of total Vector Shares issued and outstanding. Pursuant to the Agreement,
the Registrant is to issue a total of 4,000,000 Vector Shares, which includes the
2,000,000 Vector Shares previously issued to Mr. Weintraub, in exchange for all of the
issued and outstanding common stock of BESTFOOD. Following the Agreement, the Registrant
shall have a total of 5,252,666 Vector Shares issued and outstanding, of which Mr.
Weintraub shall own 4,714,286 Vector Shares or 89.7%.
At the time of the Agreement, the Registrant had no
operations and revenues. Reference is made to the Registrant's Annual Report on Form
10-KSB/A for the year ended December 31, 1999 filed with the Securities and Exchange
Commission on November 8, 2000. The Registrant also filed its past due Quarterly Reports
on Form 10-QSB for 1999 and 2000 for the purpose of again becoming current under the
reporting requirements of the Securities Exchange Act of 1934.
A copy of the Agreement between Registrant, BESTFOOD and
Mr. Weintraub is filed hereby as an exhibit to this Form 8-K and is incorporated in its
entirety herein.
(b) The following table contains information regarding
the shareholder ownership of the Registrant's directors and executive officers and those
persons or entities who beneficially own more than 5% of the Vector Shares:
Name
Amount of Stock
    Beneficially owned (1)
Percent of Common
    Stock Beneficially Owned
Allen Weintraub, President, CEO
4,714,286
89.7%
120 NE 179
th
Street, Miami FL 33179
Karl Schumer, VP, Secretary
175,000
3.3%
120 NE 179
th
Street, Miami FL 33179
All
    directors and executive officers as a group (2 persons)
4,889,286
93%
(1) Based upon 5,252,666
    outstanding shares of common stock.
ITEM 2.
ACQUISITION OR DISPOSITION OF ASSETS
The information provided in this current report on Form
8-K below refers to the business and operations of Bestfoodonline.com, Inc. and not to
Vector Holdings Corporation unless stated or required by context.
(a) The consideration represented by the 4,000,000
Vector Shares issued in exchange for the acquisition of 40,000,000 BESTFOOD shares,
representing all of the issued and outstanding common stock of BESTFOOD pursuant to the
Agreement was negotiated between the Registrant and BESTFOOD, both under common control of
Allen Weintraub. Prior to the Agreement, Allen Weintraub was the chief executive officer
control shareholder and a director of the Registrant and of BESTFOOD, owning 100% of the
issued and outstanding BESTFOOD shares of common stock. As a result, the negotiations
between Registrant and BESTFOOD cannot be considered to be "arm's-length".
However, Mr. Weintraub did evaluate the merits and risks associated with BESTFOOD in
evaluating BESTFOOD as a desirable acquisition candidate for Registrant. In entering into
the Share Exchange Agreement, the Registrant used management discretion and what it
believed is reasonable judgement. In addition, the Company used criteria such as value of
the assets of the Registrant, Registrant's lack of any business operations and value
of the assets of BESTFOOD, the business operations of BESTFOOD, the business potential of
BESTFOOD, and the benefit to the Registrant of such Share Exchange with a growing
operating entity. The Registrant determined that the consideration for the share exchange
was reasonable.
(b) The Registrant intends to continue the business
operations conducted by BESTFOOD as described below.
Business
Bestfoodonline.com, Inc. ("BESTFOOD"), a
Florida corporation, was founded in January 2000 as an online food store, marketing high
quality specialty food. In July 2000, BESTFOOD acquired the assets including the clients
of Distinguished Specialty Foods, Inc., a Florida corporation ("Distinguished"),
which was formed in October 1998 with the purpose of conducting business as a wholesale
food distributor of a wide variety of specialty food products principally to the
hospitality industry. The hospitality industry includes, airlines, hotels, restaurants and
resorts. We also distribute our products on a wholesale basis to certain supermarkets.
BESTFOOD is headquartered at 120 NE 179
th
Street, Miami, FL and is a
full-service wholesale food distributor. The description of the business of BESTFOOD
includes the operations acquired in the transaction with Distinguished.
BESTFOOD believes that it is one of the growing regional
wholesale food distributors in South Florida with distribution throughout the South
Florida market to the Florida Keys, and to island resorts in the Bahamas and Caribbean.
BESTFOOD supplies a wide selection of food products and our product list includes
specialty food products such as caviar, foie gras, exotic meats, wild mushrooms and
truffle products, imported spices, imported pastas and cheeses, imported olives and olive
oils, imported chocolates and other specialty food products including Asian, Indian and
Jamaican ethnic specialties. We deliver to more than 500 business customers principally in
the hospitality industry. BESTFOOD offers its customers a dependable supply and prompt
delivery of over 950 specialty food items at competitive prices. While a vast majority of
our sales are to wholesale customers we are beginning to commence direct retail sales
through our web site, www.bestfoodonline.com offering our full line of products.
Our management has pursued a strategy of increasing
profitability by increasing sales to existing customers and attracting new customers. In
addition, we have focused on cost control and on the logistics and distribution areas of
our business, with the objective of enhancing profitability while offering lower prices
and better service to wholesale and retail customers. See "Business Strategy."
Over the last two-year period, we have also increased
our efficiency in product purchasing and pricing and in our logistics and distribution
functions. As a result, we have increased sales and achieved net income in the last
three-quarters of the year ended December 31, 2000. See "Purchasing" and
"Product Pricing" in this Form 8-K.
Recent Developments
We believe a competitive advantage as a wholesale food
distributor is our ability to provide an integrated, comprehensive food distribution
service addressing the needs of our primary customer base in the hospitality industry and
also service other wholesale companies with food departments. In November 2000, we started
to use our web site with the domain name BESTFOODONLINE.COM to service our existing
wholesale customers and to attract new wholesale and retail customers through our new
online shopping and order system. We expect that our new online presence, which currently
accounts for only a limited portion of our revenues, will open an additional valuable new
sales channel to our present wholesale food distribution business and gives us a
nation-wide online presents designed to offer superior shopping and order services to
present and future customers. In fact, several of our wholesale customers in the Florida
Keys and certain resort islands have taken advantage of the efficiencies of ordering
online through our web site. See the disclosure under "Risk Factors" below.
For our online customers, we provide a user-friendly,
highly functional virtual wholesale market with personalized shopping, delivery and
customer services. Using our web site, our online customers will be able to increasingly
enjoy a more productive specialty food shopping experience. Users of our web site can
choose among a variety of shopping methods, access up-to-date product and pricing
information.
Our objective is to substantially expand our online
business activities and our online growth strategy includes the following:
Building a BESTFOODONLINE.COM Brand Identity and
Awareness
.
We intend to build brand identity through the
functionality, quality, convenience and value of the online services we offer. We also
intend to aggressively market our services through promotions and advertising, as a means
to further establish brand-name recognition. We currently advertise in three magazines and
rented two billboards along the Highway 95 in Miami, Florida.
Provide a Superior Shopping and Order Experience
.
We are committed to providing our online users with a
superior experience in all aspects of our services. Our shopping cart solution provides
users with user-friendly, highly functional and cost-effective shopping tools, convenient
delivery service options and a host of customer support and services designed to ensure
our customers satisfaction.
Expand Into New Geographic Markets and Further
Penetrate Existing Markets
.
We plan to increase revenues and realize economies of
scale by aggressively expanding into new metropolitan markets and increasing penetration
in our existing markets. We believe that we can achieve competitive cost advantages in our
target markets through the combination of warehouse facilities and our growing online
presence.
As of December 31, 2000, we had approximately 20,000
monthly visits on our web site since its inception in November 2000. We expect to have
increasing visits to our user friendly web site.
Business Strategy
BESTFOOD's primary business objective is to pursue
growth opportunities that increase profitability and attract new customers while
continuing to focus on cost control and on the logistics and distribution aspects of our
business. This strategy is intended to enhance profitability while permitting us to offer
competitive prices and better service to our customers. In addition, BESTFOOD intends to
increase its sales generated from its online business operation, which complement our
existing wholesale direct order food distribution operations. See "Recent
Developments" above.
We are pursuing BESTFOOD's goals of increasing our
customer base and attracting new customers by
(i) providing products to our customers at very
competitive prices,
(ii) assisting our wholesale customers in being able to quickly adapt to
changes in consumer preferences and changes in the marketplace, and
(iii) offering our business customer a wide variety of
support services typical of those offered by large food distributor chains to their
customers. See the discussions under "Product Pricing" and
"Purchasing" below. We provide our wholesale customers with the competitive
advantages associated with large purchasing power and extensive support services similar
to those of far larger wholesale food distributors, while providing each customer retains
our regional focus and flexibility to respond to local demographics and market conditions.
Consolidation trends in the food distribution industry
may present opportunities for strategic acquisitions by BESTFOOD. While we have no
acquisitions planned at the present, our criteria for strategic acquisitions will be to
pursue well-run, established wholesale food distributor operations with modern facilities
and capacity to accommodate growth, that complement our existing operations, and that are
able to achieve an appropriate return on our investment. BESTFOOD will also commit capital
resources as appropriate to increase the efficiency and productivity of our distribution
and logistics operations.
Purchasing
Our business strategy involves assisting our wholesale
food customers in quickly adapting to changes in consumer preferences and changes in the
marketplace so they remain competitive. We continually change and expand our product lines
to enhance our product offerings to meet changing consumer demands.
BESTFOOD purchases specialty food products for resale to
wholesale customers from approximately 10-12 importers and other suppliers in the United
States. Therefore, we do not require any import licenses and we are not dependent on any
single supplier to meet customers' demands. We believe that our size enables us to
purchase products at competitive prices. We monitor available pricing of our specialty
food products on a continuous basis and use our buying power to secure products at the
best terms available. See "Product Pricing."
We time our purchases of specialty food products from
our suppliers, to the extend consistent with our growing demand, when prices are
advantageous. In particular, we purchase sufficient quantities of certain staple items
when offered at a discount, if justified, after giving effect to carrying costs. We
utilize our working capital, loans from related parties and short term credit from
suppliers to cover our inventory costs and do not have any long term debt.
Our wholesale food distribution service sells a wide
variety of specialty food items such as caviar, foie gras, exotic meats, wild mushrooms
and truffle products, imported spices, imported pastas and cheeses, imported olives and
olive oils, imported chocolates and other specialty food products including Asian, Indian
and Jamaican ethnic specialties. We deliver to more than 500 business customers
principally in the hospitality industry including airlines, hotels and restaurants,
supermarkets and resorts.
Inventories
Our procedure is to manage our inventory on a
"just-in-time" basis and our inventory typically is approximately $90,000 to
$100,000 at any given time. Our sales generally increase during the winter months as a
result of increased tourism related to the hospitality industry in our market areas in
South Florida, the Florida Keys and the resort islands. We remain committed to effective
inventory management, which is an integral part of our business strategy. See
"Purchasing" and "Order Processing and Distribution."
Order Processing and Distribution
BESTFOOD produces and distributes price lists with
periodic updates including special pricing on select items indicating our wholesale prices
to customers for each of our more than 950 specialty food products. Customer place orders
either by telephone or via our web site "www.bestfoodonline.com" to our
distribution facility in Miami, FL. In addition, our sales personnel uses telemarketing
and e-mail to advise our wholesale food customers of periodic special prices and product
offerings.
Deliveries are made by FedEx, DHL, and contract carriers
and via trucks leased by us. We have currently leased 2 trucks of which one is a
refrigerated truck. We do not own trucks at this time.
Our warehouse uses a computerized warehouse
locator/inventory control system, which monitors product movement and provides efficiency
in the handling, storage and retrieval of products.
Goods sold to customers are billed on a weekly basis
with payment generally due the following week. We review customers' credit histories on an
individual basis extend terms up to thirty days when appropriate.
Product Pricing
We use the "cost plus" method of pricing
products sold to customers. Under the "cost plus" method of pricing, products
are sold to the customer at landed vendor invoice cost. The customer is also charged a
service fee and a delivery fee based upon the characteristics of the particular order. The
fee structure includes incentives to encourage customers to increase their purchases from
us and to order and accept merchandise for delivery more efficiently, thereby increasing
our efficiency. Over the past two years, our "cost plus" pricing system,
together with efficiencies in purchasing operations, have resulted in more competitively
priced goods and have placed us in a stronger market position.
Customer Base and Principal Markets
We supply approximately 500 business customer in South
Florida, the Florida Keys and resort islands. Our business customers include companies
such as United Airlines, Walt Disney, Hyatt Hotels, Four Season Hotels, Marriott Hotels
and Whole Food Supermarkets, among others. We are not dependent upon any single customer,
and for the year ended December 31, 2000 no customer accounts for more than 10% of our
sales.
We do not have nor do we require any supply agreements
to secure our sources of specialty food products for resale to our customers. Our
suppliers do not require any minimum purchase requirements by dollar or amount and
category of goods and are subject to adjustments.
Competition
The wholesale food distribution industry is highly
competitive. We believe that we have established a niche in the specialty food
distribution market as a result of our expanded specialty food product lines and our
ability to provide competitive pricing to wholesale customers. However, we face intense
competition from national, regional and local specialty food distributors and retailers
and must compete on the basis of price, quality, product lines, frequency and reliability
of deliveries and the range and quality of services. Our principal service areas are South
Florida, the Florida Keys and resorts in the Bahamas and the Caribbean. To the limited
extent that we have an online retail presence, and also sell in volume, we compete
somewhat with other volume food retailers that are far larger and better financed, such
Costco and BJ's Wholesale, although such entities do not specialize in or carry most of
the specialty food products that we offer.
We believe that we can compete successfully on the
wholesale level while supporting the competitive expectations and efforts of our customer
by offering a large selection of specialty food products at competitive prices and by
continuing to provide to our customer a wide variety of support services such as our
online ordering systems. In addition, we will continue to pursue opportunities like our
online food business initiative, which became available to our existing and potential
future customers including wholesale and retail, in November 2000. This complements our
principal wholesale distribution business. We intend to pursue these strategies and to
continue to improve operating efficiencies through our focus on distribution and
logistics.
Employee Relations
Management believes that relations with its six
full-time employees are excellent. In addition we have two full-time executive officers.
We are not a party to any collective bargaining agreements, nor are we aware of any
pending union petitions related to its employees.
Regulation
As a result of the fact that we do not import our
specialty food products directly, we are not required to have any import licenses.
However, as a distributor of food products, we are subject to federal, state and local
laws and regulations governing the processing, purchase, handling, sale and transportation
of our food products, and are subject to the jurisdiction of the Food and Drug
Administration ("FDA"), the Interstate Commerce Commission ("ICC") and
the United States Department of Agriculture ("USDA"). We believe that we are in
material compliance with all FDA, ICC, USDA and other federal, state and local laws and
regulations governing our business. We do not believe that we will be materially adversely
effected by any changes, if any, in the laws and regulations applicable to our business.
Trademarks and Licenses
We do not own any registered trademarks or licenses.
Properties
We lease a 20,000 square feet warehouse facility for
$7,985 a month. Our lease is for 3 years with an option for two additional years at our
discretion. Our leased facility is well maintained and in good operating condition. We
believe that our facility has adequate capacity to meet the demands of anticipated growth.
Our strategy with respect to acquisition may include obtaining addition modern facilities
with capacity for growth, as appropriate for the business acquired. See "Business
Strategy."
Legal Proceedings
As reported in our Annual Report on Form 10-KSB/A for
the year ended December 31, 1999, filed with the SEC on November 2, 2000, VECTOR is a
party defendant to an action pending in the Circuit Court for the 4
th
Judicial
Circuit, Duval County, FL. The action seeks $35,000 in legal fees related to VECTOR's
prior operations as a luxury automobile manufacturer. We believe that we have meritorious
defenses to the pending action but cannot determine at this time with any certainty
whether we will prevail on the merits but we do not believe that any adverse judgment
would have a material adverse effect upon VECTOR. VECTOR has reserved as a current
liability to sum of $35,000 in the event of an adverse judgment. VECTOR is also party to
an arbitration, Dwight Yarde v. Vector Aeromotive, again related to prior operations, that
was before 13
th
Judicial Circuit, Hillsborough County, FL. While we lost the
arbitration and were ordered to pay Yardes' out-of-pocket expenses of approximately
$76,000, a condition to such payment was the obligation of Yardes to return to us the
Vector automobile. We understand that Yardes has sold the vehicle to a third party and as
a result, we believe we have no further obligation to Yardes on this matter. In TNA Custom
Auto Trim, Inc. v. Vector Aeromotive Corporation, a matter pending in the 4
th
Judicial Circuit, Duval County, FL, we are alleged to have breached a contract to provide
plaintiff with interior design work to Vector automobiles. We have engaged counsel to
defend this action, and settlement discussions have commenced. We do not believe that the
action has merit. However, the outcome of this action cannot be determined at this time
and it is possible that an adverse judgment could have a material adverse effect upon us.
We may in the future become party to legal actions in
the ordinary course of our specialty food distribution business. We cannot predict the
outcome of any legal actions that may be commenced in the future, if any. However, we
believe that any outcome of any of these proceedings, or all of them combined, will not
have a material adverse effect on our financial position or our existing specialty food
distribution business.
Management
The sole executive officer of BESTFOOD is Allen
Weintraub, who is also President and CEO of Vector Holdings Corp. Officer of BESTFOOD
serve at the discretion of the Board of Directors of Vector and are elected at each annual
meeting of the Board of Directors.
Allen Weintraub (35) has served as BESTFOOD'S
President, CEO and director since our inception in October 1998. During the past five
years, Mr. Weintraub has been engaged in the ownership and operation of a private real
estate business, including rental properties and marinas in South Florida. From October
1998 to the present, Mr. Weintraub has owned and operated BESTFOOD. Mr. Allen Weintraub is
also President, CEO, Director and controlling shareholder of the Registrant.
In addition, Karl Schumer serves as a director and
officer of Vector. Reference is made to the Form 10-KSB filed on behalf of Vector as
registrant on November 2, 2000. See Item 9, "Directors, Executive Officers, Promoters
and Control Persons". Mr. Schumer is an attorney admitted to practice law in the
State of Florida and has been engaged during the past five years in the private practice
of law in Miami, FL.
Trading Symbol-No Trading Market
There has no active market for the shares of common
stock of Vector Holdings Corporation, symbol of "VHLD" on the Pink Sheets, since
the delisting of Registrant's shares from the OTC:BB on April 6, 2000. The reason our
shares were delisted from the OTC:BB was due to the fact that we were not current under
the reporting requirements of the Securities Exchange Act of 1934 (the "Exchange
Act"). As of December 31, 2000 there were approximately 530 holders of record of
Vector Holdings Corporation. There can be no assurance that any active trading market will
commence or be sustained following the Agreement and registrant becoming current under the
Exchange Act. Upon completion of this Agreement with BESTFOOD, Vector Holdings Corporation
intends to seek to have its shares again become available for quotation on the OTC:BB.
RISK FACTORS
LOW MARGIN BUSINESS, INCREASING COMPETITION AND MARGIN PRESSURE
The wholesale food distribution industry in which
BESTFOOD operates is typically characterized by low profit margins. As a result,
BESTFOOD's results of operations are sensitive to, and may be materially adversely
impacted by, among other things, competitive pricing pressures, vendor selling programs,
increasing interest rates and food price deflation. Notwithstanding the fact that BESTFOOD
operates in a segment of the general wholesale food distribution business involving the
distribution of generally higher priced specialty foods, which generally are associated
with somewhat higher profit margins, there can be no assurance that one or more of such
factors will not have a material adverse affect on BESTFOOD's business, financial
condition or results of operations. See the discussion under "Risk
Factor-Competition" below.
The wholesale food distribution industry is undergoing a
change as producers, manufacturers, distributors and retailers seek to lower costs and
increase services in an increasingly competitive environment. While the over-all wholesale
food distribution industry is confronting a relatively static demand, resulting in
increasing pressure on the industry's already low profit margins, to date there has been
less impact on the specialty food distribution market. Nevertheless, in response to these
changes, BESTFOOD is pursuing a multi-faceted strategy that includes various cost savings
and value-added initiatives, including increasing product lines of specialty foods,
offering "online" services for both wholesale and retail customers, and
potential growth through strategic acquisitions and alliances. BESTFOOD believes that its
ultimate success will depend on its ability to pursue and execute these strategic
initiatives, continue efforts in reducing costs and enhancing operating margins. Any
significant delay or failure in the implementation of these strategic initiatives could
result in diminished sales and operating margins or failure to sustain growth a present
levels. No assurance can be given that BESTFOOD's strategic initiatives, if implemented,
will result in continued increased sales or enhanced profit margins.
SIGNIFICANT FLUCTUATIONS IN QUARTERLY OPERATING RESULTS
BESTFOOD may experience significant fluctuations in
future quarterly operating results from a number of factors, including (i) the timing and
nature of expansion efforts in both new and existing markets, (ii) the introduction of new
products or services and the market response to those introductions, (iii) the timing and
nature of sales transactions for online services and other products and services, (iv)
relationships with our customers, (v) seasonal trends, (vi) changes in pricing policies or
service offerings, (vii) changes in the level of marketing and other operating expenses to
support future growth, (viii) competitive factors and (ix) general economic conditions.
Consequently, quarterly revenues and operating results may fluctuate significantly, and
BESTFOOD believes that period-to-period comparisons of results will not necessarily be
meaningful and should not be relied upon as an indication of future performance. It should
be further noted that South Florida and the Florida Keys, as well as the resort islands
experience higher levels of tourism during the winter months and as a result the demand
for specialty food products by our customers in the hospitality industry also tends to be
higher during the winter months.
LIMITED OPERATING HISTORY
BESTFOOD has a limited operating history. Although
BESTFOOD through its predecessor, Distinguished Specialty Foods, was founded in October
1998, most of BESTFOOD's growth has occurred during the year 2000. Given the development,
marketing and other expenditures relating to BESTFOOD's planned expansion program, among
other factors, and notwithstanding our limited history of net income, BESTFOOD may
nevertheless incur losses in the future. To be able to operate profitably in the
foreseeable future, BESTFOOD must accomplish some of the following objectives: (i)
increase sales volume by adding new wholesale and retail customers, including customers
beyond the growing hospitality market, retaining existing customers and increasing online
usage and sale, (ii) successfully acquire market share in the online wholesale
distribution business, (iii) develop and realize additional revenue sources, such as
additional advertising on its web site and (iv) reduce costs of fulfillment. There can be
no assurance that BESTFOOD will be successful in meeting any or all of these objectives or
that BESTFOOD will be able to achieve or sustain profitability and continued growth in
sales.
ACQUISITION STRATEGY
Partly in response to changes in the wholesale food
distribution industry discussed above, BESTFOOD may pursue a strategy of growth through
acquisitions in the wholesale food distribution market both within its existing South
Florida market and beyond. The Company intends to continue to pursue strategic acquisition
opportunities in both its existing and new geographic markets. In pursuing an acquisition
strategy, BESTFOOD faces risks commonly encountered with growth through acquisitions,
including completed acquisitions. These risks include, but are not limited to, incurring
significantly higher than anticipated capital expenditures and operating expenses, failing
to assimilate the operations and personnel of acquired businesses, failing to install and
integrate all necessary systems and controls, loss of customers because of declines in
quality of service, entering markets in which BESTFOOD has no or only limited experience,
disrupting BESTFOOD's ongoing business and straining BESTFOOD's management resources.
Realization of the anticipated benefits of a strategic acquisition may take several years
or may not occur at all. BESTFOOD's acquisition strategy may place a significant strain on
the Company's management, operational, financial and other resources. The success of the
BESTFOOD's acquisition strategy will depend on many factors, including our ability to (i)
identify suitable acquisition opportunities, (ii) successfully negotiate acquisitions at
valuations that will provide satisfactory returns on invested capital, (iii) successfully
integrate acquired operations quickly and effectively in order to realize operating
synergies, and (iv) obtain necessary financing, if necessary, on satisfactory terms. There
can be no assurance that BESTFOOD will be able to successfully execute and manage its
acquisition strategy, and any failure to do so could have a material adverse effect on our
business, financial condition and results of operations.
COMPETITION
The wholesale food distribution industry is highly
competitive. While we believe that we have established a niche in the specialty food
distribution market as a result of our expanded specialty food product lines and our
ability to provide competitive pricing to wholesale customers, BESTFOOD faces competition
from national, regional and local wholesale food distributors on the basis of price,
quality, breadth and availability of products offered, strength of private label brands
offered, schedules and reliability of deliveries and the range and quality of services
provided. Many of BESTFOOD's competitors are larger and have substantially greater
resources than BESTFOOD. In addition, BESTFOOD believes that this competition will
intensify. In addition, consolidation in the industry, heightened competition among
BESTFOOD's suppliers, new entrants and trends toward vertical integration could create
additional competitive pressures that reduce margins and adversely affect BESTFOOD's
business, financial condition and results of operations. There can be no assurance that
BESTFOOD will be able to continue to compete effectively in its industry. Our principal
service areas are South Florida, the Florida Keys and resorts in the Bahamas and the
Caribbean. To the limited extent that we have an online retail presence, and also sell in
volume, we compete somewhat the volume food retailers that are far larger and better
financed such Costco and BJ's Wholesale, although such entities do not specialize in or
carry most of the specialty food products that we offer.
DEPENDENCE ON MANAGEMENT
BESTFOOD depends on the services of its chief executive
officer, Allen Weintraub, for the management of BESTFOOD. The loss or interruption of the
continued full-time services of this executive officer could have a material adverse
effect on BESTFOOD and the Registrant and there can be no assurance that BESTFOOD will be
able to find a replacement with equivalent skills or experience at acceptable salaries.
BESTFOOD does not have an employment contract with its executive officer. BESTFOOD does
not have key man life insurance on the life of Allen Weintraub.
RISK OF ENVIRONMENTAL LIABILITY
BESTFOOD, like other food distribution businesses, is
subject to increasingly stringent federal, state and local laws, regulations and
ordinances that (i) govern activities or operations that may have adverse environmental
effects, such as discharges to air and water, as well as handling and disposal practices
for solid and hazardous wastes and (ii) impose liability for the costs of cleaning up, and
certain damages resulting from, sites of past spills, disposals or other releases of
hazardous materials (together, "Environmental Laws"). In particular, under
applicable Environmental Laws, BESTFOOD may be responsible for remediation of
environmental conditions and may be subject to associated liabilities (including
liabilities resulting from lawsuits brought by private litigants) relating to its
facilities and the land on which its facilities are situated, regardless of whether
BESTFOOD leases or owns the facilities or land in question and regardless of whether such
environmental conditions were created by BESTFOOD or by a prior owner or tenant of such
facilities. Although BESTFOOD intends to conduct a limited environmental review prior to
acquiring or leasing any new facilities, to evaluate any potential environmental impact,
there can be no assurance that known or unknown environmental conditions relating to
prior, existing or future facility sites or the activities of BESTFOOD or any predecessor
will not have a material adverse effect on BESTFOOD and the registrant. It is difficult to
predict future environmental costs as the costs of environmental compliance vary
significantly depending on the extent, source and location of the contamination,
geological and hydrological conditions, available reimbursement by state agencies, the
enforcement policies of regulatory agencies and other factors.
ADVERSE PUBLICITY AND PRODUCT LIABILITY
The wholesale food distribution industry entails an
inherent risk of liability related to its products and services, product recall and
resultant adverse publicity. There can be no assurance that such claims will not be
asserted against BESTFOOD or that BESTFOOD will not be obligated to perform such a recall
in the future. While BESTFOOD as a general practice receives indemnification guarantees
from its suppliers whereby the supplier agrees to indemnify BESTFOOD from such claims and
obligations, there can be no assurance that such indemnification will be sufficient or
that such claims or obligations will not create adverse publicity that will have a
material adverse effect on BESTFOOD's ability to successfully market its services and
products and on BESTFOOD's business, financial condition and results of operations.
DEVELOPING MARKET; FUTURE RELIANCE ON THE INTERNET
The market for online commerce is rapidly evolving. As
is typical for new and rapidly evolving industries, demand and market acceptance for
recently introduced services and products offered in online commerce are subject to a high
level of uncertainty. BESTFOOD's success will also depend on the willingness of consumers
to increase their use of online services as a method to buy and order goods and other
products and services, such as our specialty food products. The Internet has experienced,
and is expected to continue to experience, substantial growth in the number of users and
amount of traffic, resulting in some cases in substantial delays for users. The Internet
could lose its viability due to delays in the development or adoption of new standards and
protocols to handle increased levels of Internet activity, or due to increased
governmental regulation. There can be no assurance that the infrastructure (e.g., reliable
network backbone) or complementary services (e.g., secure transaction processing)
necessary to make the Internet a viable commercial marketplace will develop, or, if
developed, that the Internet will become a viable commercial marketplace for the specialty
food products and offered or to be offered by BESTFOOD through the Internet. If the
necessary infrastructure or complementary services are not developed, or if the Internet
does not become a viable commercial marketplace, BESTFOOD's specialty food distribution
business and its results of operations or financial condition could be materially and
adversely affected.
RISK OF SYSTEMS DISRUPTION
BESTFOOD's information and computer systems could be
vulnerable to, among other factors, disruptions caused by system failures, power losses,
communication problems or natural disasters. In addition, BESTFOOD's services may be
vulnerable to break-ins and similar disruptive problems. Further, weaknesses in
communications media, such as the Internet, may compromise the security of confidential
electronic information exchanged with other businesses. Disruptions of service or security
breaches could cause losses to BESTFOOD, reduce customer satisfaction in BESTFOOD's
services or otherwise have a material adverse effect on BESTFOOD's business, results of
operations or financial condition. To date, BESTFOOD has not experienced material
disruptions of services or security breaches. However, there can be no assurance that such
problems will not occur in the future.
RAPID TECHNOLOGICAL CHANGE, RISKS ASSOCIATED WITH NEW PRODUCTS AND
SERVICES
Online commerce is characterized by rapidly changing
technology. BESTFOOD's software and systems require continual improvement in order to meet
the growing demand by BESTFOOD's wholesale and retail customers for new features and
capabilities. BESTFOOD's future success will partly depend upon its ability to introduce
new specialty food products and services and to add new features and enhancements to its
web site that keep pace with technological and market developments. The development of new
services and products and the enhancement of existing services and products entails
significant technical risks as well as costs. There can be no assurance that BESTFOOD will
be successful in (i) maintaining and improving its software, computer systems and web
site, (ii) effectively using new technologies, (iii) adapting its services and products to
emerging industry standards or (iv) developing, introducing and marketing service and
product enhancements or new services and products. Furthermore there can be no assurance
that BESTFOOD will not experience difficulties that could delay or prevent the successful
development, introduction or marketing of these services and products, or that its new
service and product enhancements will adequately meet the requirements of the marketplace
and achieve market acceptance. If BESTFOOD is unable, for technical or other reasons, to
develop its online specialty food distribution business activities and introduce new
services and products or enhancements of existing services and products in a timely manner
in response to changing market conditions or customer requirements, or if new services and
products do not achieve market acceptance, BESTFOOD's business, results of operations or
financial condition could be materially and adversely affected.
REGULATION AND PRIVACY ISSUES
The online services industry is relatively new and
rapidly changing, and federal and state regulation relating to the Internet and online
services is evolving. BESTFOOD is aware of certain industry requests of the Federal
Communications Commission (the "FCC") to review the impact of Internet usage on
U.S. telecommunications service providers, in particular, the generally lower cost
structure for data transmission versus voice transmission. FCC regulatory review and
rulemaking could result in new regulation of the Internet and online industry changes in
current rules governing telecommunications or both. In turn, this could result in
increased telecommunications costs for the Internet and online industry. These or other
regulatory initiatives could have a material adverse effect on BESTFOOD's specialty food
distribution business, results of operation or financial condition, especially
BESTFOOD's efforts to build a significant retail online customer base.
There has been a growing concern about privacy and the
collection, distribution and use of information about individuals and businesses, and
BESTFOOD may be subject to various federal and state regulations concerning such
activities. Although BESTFOOD's compliance with such federal and state regulations has not
had a material adverse effect on BESTFOOD, no assurance can be given that additional
federal or state laws or regulations (including antitrust and consumer privacy laws) will
not be enacted or applied to BESTFOOD or certain of its customers, in particular, users of
e-commerce and online services. Any such guidelines, laws or regulations could adversely
affect the ability of BESTFOOD to collect, distribute or use customer information, or
could otherwise have a material adverse effect on BESTFOOD's online specialty food
distribution business, results of operations or financial condition. BESTFOOD has adopted
policies to address certain privacy concerns, including restricting access to its
database, limiting the type of information that BESTFOOD provides to third parties,
requiring each employee to sign a nondisclosure and confidentiality agreement, and
implementing data security systems at BESTFOOD's computer and data center. However, there
can be no assurance that such policies and arrangements will be effective, and to the
extent that they are not effective, BESTFOOD's business, results of operations or
financial condition could be materially and adversely affected.
NEED FOR ADDITIONAL CAPITAL
BESTFOOD, as a wholly-owned subsidiary of the
Registrant, may need to procure additional financing from time-to-time, the amount and
timing of which will depend on a number of factors including the pace of expansion of
BESTFOOD's markets and customer base, the nature of the services offered, future
purchasing requirements from suppliers that may alter BESTFOOD's just-in-time
purchasing practice, new sales and marketing efforts and the cash flow generated by its
operations. BESTFOOD cannot predict the extent to which it will require additional
financing. There can be no assurance regarding the availability or terms of additional
financing the Registrant may be able to procure over time. Any future debt financing or
the authorization and issuance of preferred stock by the Registrant would be senior to the
rights of the holders of presently issued and outstanding VECTOR Shares of Common Stock,
and any future issuance of Common Stock would result in the dilution of the then existing
stockholders' proportionate equity interests in the Registrant.
OWNERSHIP BY MANAGEMENT AND PRINCIPAL STOCKHOLDERS
After consummation of the Share Exchange Agreement, Mr.
Allen Weintraub and Karl Schumer, the Registrant's senior executive officers, will
beneficially own approximately 93% of the outstanding shares of Common Stock and therefore
will be able to elect all directors, who in turn have the right to designate the officers
of the Registrant. By virtue of such control such stockholders will have substantial
influence over fundamental corporate transactions (such as certain mergers and sales of
assets) requiring stockholder approval.
SHARES ELIGIBLE FOR FUTURE SALE
Sales of a substantial number of unregistered shares of
Common Stock in the public market after certain holding periods could adversely affect the
market price of Common Stock of the Registrant. Upon the expiration of such holding
periods, pursuant to Rule 144 under the Securities Act of 1933, as amended (the
"Act"), such shareholders may sell such shares without registration, subject to
certain limitations, including limitations on volume of sales, and the requirement to file
Form 144 under the Act. If such stockholders should sell or otherwise dispose of a
substantial amount of Common Stock in the public market, the prevailing market price for
the Common Stock could be adversely affected.
ISSUANCE OF FUTURE SHARES MAY DILUTE INVESTORS SHARE
VALUE
The Certificate of Incorporation of the Registrant
authorizes the issuance of a maximum of 600,000,000 shares of common stock. The future
issuance of all or part of the remaining authorized common stock may result in substantial
dilution in the percentage of the Company's common stock held by the Company's then
existing shareholders. Moreover, any common stock issued in the future may be valued on an
arbitrary basis by the Company. The issuance of the Company's shares for future services
or acquisitions or other corporate actions may have the effect of diluting the value of
the shares held by investors, and might have an adverse effect on any trading market,
should a trading market develop for the Company's common stock.
NO CURRENT TRADING MARKET FOR THE COMPANY'S SECURITIES
There is currently no established public trading market
for the securities of the Company although the symbol on the Pink Sheets is
"VHLD". No assurance can be given that an active trading market in the Company's
securities will develop or, if developed, that such trading market will be sustained. The
Company's shares were quoted on the OTC:BB until delisting on April 6, 2000 because
the Company was not current in its reporting requirements under the Exchange Act. The
Company's shares were traded on the OTC:BB prior to the delisting of its shares and
the Company intends to again apply for admission to quotation of its securities on the
OTC:BB. It may be that we will be required to clear comments, if any, from the SEC prior
to our shares again being traded on the OTC:BB. There can be no assurance whether the SEC
will have any comments regarding the disclosure in this Form 8-K or in registrant's
Forms 10-QSB and Form 10-KSB previously filed. Various factors, such as the Company's
operating results, changes in laws, rules or regulations, general market fluctuations and
other factors may have a significant impact on the market price of the Company's
securities if and when a trading market commences. The market price for the securities of
public companies often experience wide fluctuations which are not necessarily related to
the operating performance of such public companies such as high interest rates or impact
of overseas markets.
PENNY STOCK REGULATION
Upon commencement of trading in the Company's stock, if
such occurs (of which there can be no assurance) the Company's common stock may be deemed
a penny stock. Penny stocks generally are equity securities with a price of less than
$5.00 per share other than securities registered on certain national securities exchanges
or quoted on the NASDAQ Stock Market, provided that current price and volume information
with respect to transactions in such securities is provided by the exchange or system. The
Company's securities may be subject to "penny stock rules" that impose
additional sales practice requirements on broker-dealers who sell such securities to
persons other than established customers and accredited investors (generally those with
assets in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 together
with their spouse). For transactions covered by these rules, the broker-dealer must make a
special suitability determination for the purchase of such securities and have received
the purchaser's written consent to the transaction prior to the purchase. Additionally,
for any transaction involving a penny stock, unless exempt, the "penny stock
rules" require the delivery, prior to the transaction, of a disclosure schedule
prescribed by the Commission relating to the penny stock market. The broker-dealer also
must disclose the commissions payable to both the broker-dealer and the registered
representative and current quotations for the securities. Finally, monthly statements must
be sent disclosing recent price information on the limited market in penny stocks.
Consequently, the "penny stock rules" may restrict the ability of broker-dealers
to sell the Company's securities. The foregoing required penny stock restrictions will not
apply to the Company's securities if such securities maintain a market price of $5.00 or
greater. There can be no assurance that the price of the Company's securities will reach
or maintain such a level.
FORWARD-LOOKING STATEMENTS
This Form 8-K contains certain forward-looking
statements, including statements regarding (i) anticipated changes in the Company's
business, (ii) future plans regarding the specialty food business and online operations,
and (iii) the Company's strategic initiatives. Such forward-looking statements can be
identified by the use of forward-looking terminology, such as "believes,"
"expects," "may," "will," "should,"
"estimates," or "anticipates" or the negative thereof or other
variations thereon or comparable terminology, or by discussions of strategy. Such
statements are subject to certain risks and uncertainties, including those discussed
below, which could cause actual results to differ materially from those that are expressed
or implied from such forward-looking statements. These forward-looking statements speak
only as of the date hereof. All of these forward-looking statements are based on estimates
and assumptions made by management of the Company, which although believed to be
reasonable, are inherently uncertain and difficult to predict; therefore, undue reliance
should not be placed upon such forward-looking statements. As a result, no assurance is
given that future results expressed or implied from such forward-looking statements will
be achieved.
The following important factors, among others, in
addition to the information described under Risk Factors, could cause the Company not to
achieve expressed or implied by forward-looking statements contained herein or otherwise
cause the Company's results of operations to be adversely affected in future periods (i)
continued or increased competitive pressures from existing competitors and new entrants to
the specialty food distribution business, (ii) unanticipated costs related to the
implementation of the Company's growth and operating strategies, (iii) loss of Allen
Weintraub as the key member of management, (iv) inability to negotiate favorable terms
with customers and suppliers, (v) increases in interest rates or the Company's cost of
borrowing, if any, (vi) inability of the Company to achieve its cost savings initiatives,
to achieve synergies from acquisitions and/or to strengthen its customer base, (vii)
deterioration in general or regional economic conditions, which have an impact of the
specialty food market, (viii) adverse state or federal legislation or regulation that
increases the costs of compliance, or adverse findings by a regulator with respect to
existing operations, (ix) adverse determinations in connection with potential future
litigation or other material claims and judgments against the Company, (x) inability to
achieve future sales levels or other operating results that support the Company's cost
savings initiatives, and (xi) the unavailability of funds for capital expenditures.
ITEM 3. BANKRUPTCY OR
RECEIVERSHIP
Not applicable.
ITEM 4.
CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 5. OTHER EVENTS
Not applicable.
ITEM
6. RESIGNATIONS OF DIRECTORS AND EXECUTIVE OFFICERS
Not applicable.
ITEM 7. FINANCIAL STATEMENTS
(a) No financial statements are filed herewith. The
Registrant shall file the financial statements by amendment hereto not later than 60 days
after the date that this initial report on Form 8-K must be filed.
(b) Exhibits
2.1 Agreement and Plan of Share Exchange
ITEM 8. CHANGE IN FISCAL YEAR
Not applicable.
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 hereunto duly authorized.
Vector Holdings Corporation
By /s/ Allen Weintraub
President, Chief Executive Officer
Date: January 17, 2001
Exhibit 2.1
Agreement and Plan of Share Exchange
This Agreement and Plan of Share Exchange (the
"Agreement"), dated as of January 3, 2001, is entered into by and among VECTOR
HOLDINGS CORPORATION, a Nevada corporation ("VECTOR") and BESTFOODONLINE.COM,
INC. a Florida corporation ("BESTFOOD") and Allen Weintraub, a resident of the
State of Florida and the principal executive officer, sole director and control person of
BESTFOOD (the "Stockholder").
WHEREAS
, Stockholder is the owner of
100% of the issued and outstanding shares of capital stock of BESTFOOD (the "BESTFOOD
Shares"); and
WHEREAS
, BESTFOOD is engaged in the
wholesale distribution and sale of specialty food products to hotels, restaurants and
specialty stores, and the online distribution and sale of specialty foods including
caviar, pasta, spices, exotic meats, cheeses, olives and other specialty products (the
"Business"); and
WHEREAS
, the Boards of Directors of
VECTOR and BESTFOOD deem it advisable and in the best interests of each corporation and
their respective stockholders and the Stockholder agrees that VECTOR and BESTFOOD combine
in a share exchange in order to advance their long-term business interests on the terms
and conditions hereinafter set forth; and
WHEREAS
, it is intended that the share
exchange between VECTOR and BESTFOOD be effected (as defined below) with BESTFOOD
surviving as a wholly owned subsidiary of VECTOR and such Share Exchange be treated for
Federal income tax purposes as a reorganization described in Section 368(a) of the
Internal Revenue Code of 1986, as amended (the "Code").
NOW THEREFORE
, in consideration of the
mutual promises and covenants herein set forth and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:
Article I
The Share Exchange
1.01
The Share Exchange
. Subject to the terms and
conditions of this Agreement, at the Effective Time (as hereinafter defined), VECTOR shall
cause to be issued to the Stockholder, in consideration for the transfer of the
certificates of all issued and outstanding BESTFOOD Shares an aggregate of 4,000,000
shares of common stock of VECTOR (the "VECTOR Shares"), of which 2,000,000
VECTOR Shares have been issued prior to the execution and delivery of this Agreement. All
certificates evidencing the VECTOR Shares shall be issued with an appropriate restrictive
legend reflecting that the certificates have not been registered under the Securities Act
of 1933, as amended (the "Act").
1.02
Effective Time of the Share Exchange
. Upon
execution and delivery by the parties of this Agreement:
(a) all of the certificates evidencing the BESTFOOD
Shares shall be transferred together with stock powers to VECTOR and VECTOR shall instruct
its transfer agent to issued the 4,000,000 VECTOR Shares in denominations and names in
accordance with written instructions delivered at the Effective Time by the Stockholder;
(b) the Articles of Incorporation and by-laws of
BESTFOOD shall continue to be the Articles of Incorporation of BESTFOOD.
(c)
Directors and Officers
. The directors and
officers of BESTFOOD shall continue in their respective duties and the BESTFOOD directors
shall continue to hold office from the Effective Time until their respective successors
are duly elected or appointed and qualify in the manner provided by law.
1.03
Conversion of BESTFOOD Shares.
At the
Effective Time, by virtue of the share exchange and without any action on the part of the
VECTOR or BESTFOOD or the Stockholder, the 40,000,000 issued and outstanding BESTFOOD
Shares immediately prior to the Effective Time, shall be converted into the right to
receive VECTOR Shares, par value $.001 per share The VECTOR Shares will not have not been
registered under the Act, and will be issued pursuant to the exemption afforded under
Section 4(2) of the Act and the rules and regulations promulgated thereunder. At the
Effective Time all outstanding BESTFOOD Shares shall be transferred to VECTOR, and
BESTFOOD shall become a wholly-owned subsidiary of VECTOR.
1.04
Stock Certificates
. At or following the
Effective Time, each holder of an outstanding certificate or certificates representing
BESTFOOD Shares shall surrender the same with stock powers to VECTOR and VECTOR shall, in
exchange therefor, cause to be issued to the holder of such certificate(s) a new
certificate representing VECTOR Shares, and the surrendered certificate(s) representing
BESTFOOD Shares shall be transferred of record to VECTOR. Until so surrendered and
exchanged, each such certificate shall represent solely the right to receive the
consideration described hereinabove, without interest.
Article II
Closing
2.01
Time and Place of Closing
. The transactions
contemplated by this Agreement shall be consummated at the offices of VECTOR upon the
execution and delivery of this Agreement. The time and place at which the transactions
contemplated hereby are consummated is hereinafter referred to as the "Closing".
2.02
Deliveries at Closing.
At the Closing:
(a) Stockholder shall deliver one or more certificates
evidencing the BESTFOOD Shares, duly endorsed for transfer to VECTOR, with stock powers
bearing signature medallion guaranteed thereon;
(b) VECTOR shall pay as total consideration for this
Agreement 4,000,000 VECTOR Shares described in Section 1 above, of which 2,000,000 Shares
were delivered prior to the execution of this Agreement;
Article III
Representation and Warranties of Stockholder and BESTFOOD
Stockholder and BESTFOOD, jointly and severally, represent and warrant
to VECTOR as follows:
3.01
Legal Capacity of Stockholder and BESTFOOD
(a) Stockholder and BESTFOOD each has the legal capacity
to execute and deliver this Agreement and to consummate the transactions contemplated
hereby. Stockholder and BESTFOOD each has the power and authority to execute and deliver
this Agreement and to consummate the transactions contemplated hereby.
(b) The execution and delivery of this Agreement by
Stockholder and BESTFOOD, and the consummation of the transactions contemplated hereby, do
not violate or conflict with (i) any material terms of any organizational document or any
instrument, contractual restriction or commitment of any kind or character to which
Stockholder or BESTFOOD is a party or by which either of them is bound, or (ii) any
requirement of law or any judgment, decree or order of any governmental or regulatory
authority to which Stockholder or BESTFOOD is subject or by which Stockholder or BESTFOOD
or any of their respective assets or properties is bound.
(c) This Agreement has been duly and validly executed by
Stockholder and BESTFOOD, and constitutes a valid and binding obligation of Stockholder
and BESTFOOD enforceable against Stockholder and BESTFOOD in accordance with its terms
except to the extent that (i) such enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement of creditors'
rights generally and (ii) the availability of remedies, including specific performance, is
subject to the discretion of the court before which any proceeding therefor may be
brought.
3.02
Title to the BESTFOOD Shares
. Stockholder is
the owner of 100% of the issued and outstanding capital stock of BESTFOOD. Stockholder is
not a party to or bound by any options, calls, voting agreements, contracts, or
commitments of any character relating to any issued or unissued capital stock or any other
equity security issued or to be issued by BESTFOOD. Stockholder owns the BESTFOOD Shares
free and clear of any liens, pledges, encumbrances, charges, rights of first refusal,
obligations or commitments to sell or other claims.
3.03
Organization and Authority of
BESTFOOD
.
BESTFOOD is a corporation duly organized, validly existing and in good standing under the
laws of its jurisdiction of organization, and has all requisite corporate power and
authority to carry on its business as presently conducted and to own or lease and to
operate its properties. BESTFOOD is qualified to transact business as a foreign
corporation in each jurisdiction wherein the failure to so qualify would have a material
adverse effect on the business or financial condition of BESTFOOD. BESTFOOD has no
subsidiaries.
3.04
Capitalization
. The authorized capital stock
of BESTFOOD consists of (i) 500,000,000 shares of Common Stock, par value $.00001, of
which 40,000,000 shares (the "BESTFOOD Shares") are issued and outstanding on
the date hereof. The BESTFOOD Shares have been duly authorized and are validly issued,
fully paid and non-assessable. BESTFOOD is not a party to or bound by any options, calls,
voting agreements, contracts, or commitments of any character relating to any issued or
unissued capital stock or any other equity security issued or to be issued by BESTFOOD.
3.05
Consents and Approvals
. No approval, order
or consent of, filing or registration with or notice or payment to, any foreign, federal,
state, county, local or other governmental or regulatory body, and no approval or consent
of, or filing with or notice or payment to, any other person is required by or with
respect to Stockholder or BESTFOOD in connection with the execution and delivery by
Stockholder or BESTFOOD of this Agreement and the consummation and performance by each of
them of the transactions contemplated hereby. The execution and delivery of this
Agreement, the consummation of the transactions contemplated hereby, and the performance
by Stockholder and BESTFOOD of this Agreement in accordance with its terms and conditions
will not (a) conflict with or result in the breach or violation of any of the terms or
conditions of, or give rise to any acceleration of BESTFOOD's obligations or
constitute (or with notice or lapse of time or both would constitute) a default under (i)
the Articles of Incorporation or by-laws of BESTFOOD (ii) any instrument, contract or
other agreement by or to which Stockholder or BESTFOOD is a party or by or to which
BESTFOOD's assets or properties are bound or subject; (iii) any statute, law or
regulation of any jurisdiction or any order, writ, judgment, injunction, award or decree
of any court, arbitrator or governmental or regulatory body against, or binding upon,
Stockholder, BESTFOOD or the assets or properties of BESTFOOD; or (iv) any license,
franchise, approval, certificate, permit or authorization applicable to Stockholder or
BESTFOOD or any of BESTFOOD's assets; or (b) result in the creation of any lien,
charge or encumbrance of any nature, upon the BESTFOOD Shares or assets or property of
BESTFOOD.
3.06
Financial Statements
. Attached hereto as
Schedule 3.06 are copies of the balance sheet of BESTFOOD as at June 30, 2000, and the
related statements of income and retained earnings and cash flows for the year then ended
(collectively, the "Financial Statements). The Financial Statements of BESTFOOD shall
be updated through the year ended December 31, 2000 and shall be audited by Grassano
Accounting, P. A., independent auditors. Such Financial Statements will be prepared in
accordance with generally accepted accounting principles consistently applied with prior
periods (except as may be indicated therein or in the notes thereto) and fairly present
the financial condition of BESTFOOD as of the date(s) thereof and the results of
operations of BESTFOOD for the period(s) indicated.
3.07
Liabilities
. BESTFOOD has not suffered or
incurred any direct or indirect indebtedness, liability, claim, loss, damage, deficiency,
obligation or responsibility, including without limitation, liabilities on account of
taxes, other governmental charges or legal proceedings ("Liabilities") other
than previously discharged Liabilities and (i) Liabilities fully and adequately reflected
on the balance sheet included in the Financial Statements, (ii) those Liabilities, as of
the date of the Financial Statements, that would not be required to be disclosed on the
balance sheet included in the Financial Statements in accordance with generally accepted
accounting principles. (iii) those Liabilities incurred since the date of the Financial
Statements in the ordinary course of business consistent with past practice, and (iv)
Liabilities disclosed pursuant to any section of this Agreement. Stockholder has no
knowledge of any current or threatened circumstances, conditions, events or arrangements
affecting specifically BESTFOOD, which may hereafter give rise to any Liabilities of
BESTFOOD, except in the ordinary course of business consistent with past practice.
3.08
Litigation
. There is no action, suit or
proceeding pending or threatened, or any investigation, at law or in equity, before any
arbitrator, court or other governmental authority, pending or threatened, nor any
judgment, decree, injunction, award or order outstanding, against or any manner involving
Stockholder or BESTFOOD or any of Stockholder's or BESTFOOD's properties or rights
which (i) could reasonably be expected to have an adverse effect upon the financial
condition, results of operations, assets, properties or business of BESTFOOD, or (ii)
could reasonably be expected to prevent the consummation of the transactions contemplated
by this Agreement.
3.09
Taxes
. BESTFOOD has filed or will file all
tax returns that it is required to file, and has paid or will pay all taxes indicated on
such returns for such periods which are due and payable as of the date hereof. All such
tax returns were in all respects true, complete and correct and filed on a timely basis.
None of the income tax returns filed by, on behalf of or with respect to BESTFOOD is
currently the subject of an audit, and no notice of a planned audit has been received by
or on behalf of Stockholder or BESTFOOD.
3.10
Compliance with Laws: Permits
. BESTFOOD is
in material compliance with, and its operations have been conducted in accordance with,
all laws applicable to BESTFOOD.
3.11
Corporate Records
. Stockholder and BESTFOOD
have given VECTOR access to all the tax, accounting, corporate and financial books and
records relating to the business of BESTFOOD. Such books and records have been maintained
on a current basis, are true and complete and fairly reflect the financial condition and
results of operations of BESTFOOD as of the dates thereof and the periods ended.
3.12
No Brokers
. Neither Stockholder nor BESTFOOD
is a party to any agreement pursuant to which BESTFOOD or VECTOR will become obligated to
pay a commission to any person as a result of consummation of the transactions
contemplated hereby.
Article IV
Representations and Warranties of VECTOR
VECTOR hereby represents and warrants to Stockholder and BESTFOOD as
follows:
4.01
Legal Capacity of VECTOR
.
(a) VECTOR has the legal capacity to execute and deliver
this Agreement and to consummate the transactions contemplated hereby. VECTOR has the
power and authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby.
(b) The execution and delivery of this Agreement by
VECTOR and the consummation of the transactions contemplated hereby, does not violate or
conflict with (i) any material terms of any organizational document or any instrument,
contractual restriction or commitment of any kind or character to which VECTOR is a party
or by which it is bound, or (ii) any requirement of law or any judgment, decree or order
of any governmental or regulatory authority to which VECTOR is subject or by which VECTOR
is or any of its assets or properties is bound.
(c) This Agreement has been duly and validly executed by
VECTOR, and constitutes a valid and binding obligation of VECTOR enforceable against
VECTOR in accordance with its terms except to the extent that (i) such enforcement may be
limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting the enforcement of creditors' rights generally and (ii) the availability of
remedies, including specific performance, is subject to the discretion of the court before
which any proceeding therefor may be brought.
4.02
Organization and Authority of VECTOR.
VECTOR
is a corporation duly organized, validly existing and in good standing under the laws of
Nevada, its jurisdiction of organization, and has all requisite corporate power and
authority to carry on its business as presently conducted and to own or lease and to
operate its properties. VECTOR is qualified to transact business as a foreign corporation
in each jurisdiction wherein the failure to so qualify would have a material adverse
effect on the business or financial condition of VECTOR.
4.03
Capitalization
. The authorized capital stock
of VECTOR consists of 600,000,000 shares of Common Stock, $.001 par value, of which,
3,252,666 VECTOR Shares are issued and outstanding on the date hereof, inclusive of the
2,000,000 VECTOR Shares delivered to Stockholder prior to the execution of this Agreement
as partial consideration. The VECTOR Shares issued and to be issued in connection with
this Agreement have been duly authorized and, upon issuance as contemplated hereby, will
be validly issued, fully paid and non-assessable.
4.04
Consents and Approvals
. No approval, order
or consent of, filing or registration with or notice or payment to, any foreign, federal,
state, county, local or other governmental or regulatory body, and no approval or consent
of, or filing with or notice or payment to, any other person is required by or with
respect to VECTOR in connection with the execution and delivery by VECTOR of this
Agreement and their consummation and performance of the transactions contemplated hereby.
The execution and delivery of this Agreement, the consummation of the transactions
contemplated hereby by VECTOR of this Agreement in accordance with its terms and
conditions will not (a) conflict with or result in the breach or violation of any of the
terms or conditions of, or give rise to any acceleration of VECTOR's obligations or
constitute (or with notice or lapse of time or both would constitute) a default under (i)
the Articles of Incorporation or by-laws of VECTOR (ii) any instrument, contract or other
agreement by or to which VECTOR is a party or by or to which VECTOR's assets or
properties are bound or subject; (iii) any statute, law or regulation of any jurisdiction
or any order, writ, judgment, injunction, award or decree of any court, arbitrator or
governmental or regulatory body against, or binding upon, VECTOR or the assets or
properties of VECTOR; or (iv) any license, franchise, approval, certificate, permit or
authorization applicable to VECTOR or any of its assets; or (b) result in the creation of
any lien, charge or encumbrance of any nature, upon the assets or property of VECTOR.
4.05
Financial Statements
.
(a) The financial statements of VECTOR as at September
30, 2000, June 30, 2000, March 31, 2000, September 30, 1999, June 30, 1999 and March 31,
1999 have been filed as part of VECTOR's quarterly reports on Form 10-QSB with the
Securities and Exchange Commission (the "SEC") as have the financial statements
as at December 31, 1999 and 1998 that have been filed with the SEC in VECTOR's Annual
Report on Form 10-KSB and the related statements of operations and stockholders' equity
(deficit) and statements of cash flows for the respective periods (collectively, the
"VECTOR Financial Statements").
(b) The VECTOR Financial Statements with respect to the
years ended December 31, 1999 and 1998 have been (i) audited by Grassano Accounting, P A.,
independent auditors, as set forth in their opinion with respect thereto, and (ii)
prepared in accordance with generally accepted accounting principles consistently applied
with prior periods (except as may be indicated therein or in the notes thereto) and fairly
present the financial condition of VECTOR as of the dates thereof and the results of
operations of VECTOR for the periods indicated. The VECTOR Financial Statements for the
interim periods referenced herein have been subject to a review by Grassano Accounting, P
A., independent auditors and similarly have been prepared in accordance with generally
accepted accounting principles consistently applied with prior periods (except as may be
indicated therein or in the notes thereto) and fairly present the financial condition of
VECTOR as of the dates thereof and the results of operations of VECTOR for the periods
indicated.
4.06
Litigation
. Except as disclosed in
VECTOR's Annual Report on Form 10-KSB/A for the year ended December 31, 1999, filed
with the SEC on November 2, 2000, there is no action, suit or proceeding pending or
threatened, or any investigation, at law or in equity, before any arbitrator, court or
other governmental authority, pending or threatened, nor any judgment, decree, injunction,
award or order outstanding, against or in any manner involving VECTOR or any of its
properties or rights which (i) could reasonably be expected to have an adverse effect upon
the financial condition, results of operations, assets, properties or business of VECTOR,
or (ii) could reasonably be expected to prevent the consummation of the transactions
contemplated by this Agreement.
4.07
Compliance with Laws Permits
. Except as set
forth on Schedule 4.07 hereto, VECTOR is in compliance with, and its operations have been
conducted in accordance with, all laws applicable to VECTOR.
4.08
Taxes
. VECTOR has filed and will file all
tax returns that it is required to file, and has paid all taxes indicated on such returns
for such periods which are due and payable as of the date hereof. VECTOR believes that all
such tax returns were in all respects true, complete and correct and filed on a timely
basis. None of the income tax returns filed by, on behalf of or with respect to VECTOR is
currently the subject of an audit, and no notice of a planned audit has been received by
or on behalf of VECTOR.
4.09
Corporate Records
. VECTOR has given BESTFOOD
and Stockholder access to all the tax, accounting, corporate and financial books and
records relating to VECTOR. Such books and records have been maintained on a current
basis, are true and complete and fairly reflect the financial condition and results of
operations of VECTOR as of the dates thereof and the periods ended. The minute books of
VECTOR contain complete and accurate records of all meetings and other corporate actions
of its Board of Directors and shareholders and have been made available to BESTFOOD and
Stockholder for review.
4.10
No Brokers
. VECTOR is not a party to any
agreement pursuant to which Stockholder or BESTFOOD will become obligated to pay a
commission to any person as a result of consummation of the transactions contemplated
hereby.
Article V
VECTOR Shares
In connection with his receipt of the VECTOR Shares,
Stockholder hereby represents and Warrants to VECTOR as follows:
5.01
VECTOR Shares Not Registered
. Stockholder
understands that the VECTOR Shares have not been registered under the Securities Act of
1933, as amended (the "Act"), or under the laws of any state. The VECTOR Shares
may not be sold, assigned, transferred or otherwise disposed of absent such registration
or an available exemption therefrom.
5.02
Status of Stockholder
. Stockholder has such
knowledge and experience in financial and business matters that he is able to evaluate the
risks and merits of his receipt of the VECTOR Shares in consideration for the BESTFOOD
Shares. Stockholder understands that his acquisition of the VECTOR Shares is speculative
and there is no assurance that the VECTOR Shares can be resold at a profit or at all.
Stockholder also acknowledges that he is a control person of VECTOR.
5.03
Access to Information
. Stockholder has been
afforded the opportunity to review the books and records of VECTOR and to ask questions
of, and receive responses from, management of VECTOR concerning its business and the
transactions contemplated by this Agreement and Stockholder has reviewed the VECTOR
Financial Statements and its Forms 10-QSB and Form 10-KSB referred to hereinabove.
5.04
Status of VECTOR
. Stockholder acknowledges
and understands that VECTOR has no existing business operations and that VECTOR will be
dependent upon the business and operations of BESTFOOD in order to generate revenues and
profits, if any.
Article VI
Indemnification
6.01
Indemnification by Stockholder
. Stockholder
hereby indemnifies and holds VECTOR harmless from and against any and all damages, losses,
liabilities, obligations, costs or expenses incurred by VECTOR and arising out of the
breach of any representation or warranty of Stockholder or BESTFOOD hereunder, or
Stockholder's or BESTFOOD's failure to perform any covenant or obligation required to
be performed by Stockholder or BESTFOOD hereunder.
6.02
Indemnification by VECTOR
. VECTOR hereby
indemnifies and holds Stockholder harmless from and against any and all damages, losses,
liabilities, obligations, costs or expenses incurred by Stockholder and arising out of the
breach of any representation or warranty of VECTOR hereunder, or VECTOR's failure to
perform any covenant or obligation required to be performed by VECTOR hereunder.
6.03
Time for Assertion
. No party to this
Agreement shall have any liability (for indemnification or otherwise) with respect to any
representation or warranty, or covenant or obligation to be performed and complied
hereunder, other than those arising under Section 3.09, unless notice of any such
liability is provided on or before 12 months from the date hereof.
6.04
Limitations of Indemnification
.
Notwithstanding any conflicting or inconsistent provisions hereof,
Stockholder
shall not be liable in damages, indemnity or otherwise to VECTOR or BESTFOOD in respect of
the inaccuracy or breach of any representations, warranties, covenants or agreements
herein, other than those contained in Article V hereof, except to the extent that the
damages to VECTOR or BESTFOOD, singularly or in the aggregate, exceed the sum of $10,000.
Notwithstanding any conflicting or inconsistent provisions hereof, VECTOR shall not be
liable in damages, indemnity or otherwise to Stockholder in respect to the inaccuracy or
breach of any representations, warranties, covenants or agreements herein except to the
extent that damages to Stockholder exceed, individually or in the aggregate, the sum of
$10,000.
Article VII
Miscellaneous Provisions
7.01
Default
. Should any patty to this Agreement
default in any of the covenants, conditions, or promises contained herein, the defaulting
party shall pay all costs and expenses, including a reasonable attorney's fee, which may
arise or accrue from enforcing this Agreement, or in pursuing any remedy provided
hereunder or under applicable law.
7.02
Rights are Cumulative
. The rights and
remedies granted to the parties hereunder shall be in addition to and cumulative of any
other rights or remedies either may have under any document or documents executed in
connection herewith or available under applicable law. No delay or failure on the part of
a party in the exercise of any power of right shall operate as a waiver thereof nor as an
acquiescence in any default nor shall any single or partial exercise of any power or right
preclude any other or further exercise thereof or the exercise of any other power of
right.
7.03
Waiver and Amendment
. Neither this Agreement
nor any provision hereof may be changed, waived, terminated or discharged orally, but only
by an instrument in writing signed by the party against whom enforcement of the change,
waiver, termination or discharge is sought.
7.04
Counsel
. Each of the parties acknowledges
that Thomas J. Craft, P.A. has acted as counsel to VECTOR in connection with the
transactions contemplated by this Agreement, and that such firm and CR Capital Services
Inc. has represented VECTOR in matters relating to the preparation and filing of
VECTOR's reports under the Securities Exchange Act of 1934 ("Exchange Act")
in order for VECTOR to become current under the reporting requirements of the Exchange
Act. Further, each of the parties to this Agreement acknowledge that Thomas J. Craft,
P.A., as attorney and CR Capital Services Inc., assisted in the preparation of this
Agreement between VECTOR, BESTFOOD and Stockholder. Each of the parties hereby waives any
potential conflict of interest that may arise by reason of such representation and
services. BESTFOOD and Stockholder hereby acknowledge that they have had the opportunity
to engage counsel and have this Agreement and the transactions contemplated hereby
reviewed by counsel of their choosing, and that no one has advised BESTFOOD or Stockholder
to enter into this Agreement without the benefit of representation by counsel. Following
the Effective Time, Thomas J. Craft, Jr., P.A. may continue to serve as counsel to VECTOR,
BESTFOOD, and the Stockholder and the parties hereby waive any conflict of interest that
may arise by reason of such representation.
7.05
Notices
. All communications provided for
herein shall be in writing and shall be deemed to be given or made when served personally
or when deposited in the United Sates mail, certified mail, return receipt requested,
addressed, if to VECTOR, BESTFOOD or Stockholder at 120 NE 179
th
Street, Miami,
Florida 33179, or at such other address as shall be designated by any party hereto in
writing notice to the other party hereto delivered pursuant to this Paragraph.
7.06
Governing Law
. This Agreement and the rights
and duties of the parties hereto shall be construed and determined in accordance with the
laws of the State of Florida and venue shall lay in and for the 15
th
Judicial
Circuit, Palm Beach County, FL and any and all actions to enforce the provisions of this
Agreement, shall be brought in a court of competent jurisdiction in the State of Florida,
15
th
Judicial Circuit and in no other place.
7.07
Successors and Assigns
. This Agreement shall
be binding upon the parties and their successors and assigns and shall inure to the
benefit of the other parties and successors and assigns.
7.08
Counterparts
. This Agreement may be executed
in any number of counterparts and all such counterparts taken together shall be deemed to
constitute one instrument.
7.09
Entire Agreement
. This Agreement constitutes
the entire understanding of the parties with respect to transactions contemplated hereby,
and all prior understandings with respect thereto, whether written or oral, shall be of no
force and effect.
7.10
Survival of Covenants, etc
. All covenants,
representations and warranties made herein shall survive the making of this Agreement and
shall continue in full force and effect until the obligations of this Agreement have been
fully satisfied.
7 11
Partial Invalidity
. If any term of this
Agreement shall be held to be invalid or unenforceable, such term shall be deemed to be
severable and the validity of the other terms of this Agreement shall in no way be
affected thereby.
7.12
Headings
. The descriptive headings of the
various Sections or parts of this Agreement are for convenience only and shall not affect
the meaning or construction of any of the provisions hereof.
7.13
Tax-Free Transaction
. Each of the parties to
this Agreement agrees to refrain from taking any action that could reasonably be
anticipated to jeopardize the tax-free treatment intended to be accorded to the
transactions contemplated by this Agreement.
7.13
Arbitration
. Any controversy or claim
arising out of or relating to this Agreement, or the breach thereof, shall, be resolved by
binding arbitration. The arbitration shall be heard before one Arbitrator selected in
accordance with the rules of the American Arbitration Association ("AAA"),
provided that the parties may conduct discovery in accordance with the Federal Rules of
Civil Procedure as then in effect, and the arbitration shall otherwise be conducted in
accordance with the rules of the AAA. Such arbitration shall be conducted in Palm Beach
County, Florida, or if there are no AAA facilities available in Palm Beach County, then in
Broward County, Florida. The decision of the arbitrator shall be in writing, dated and
signed by the arbitrator and shall be final and binding upon the parties hereto and their
respective shareholders, directors, successors and assigns. Judgment upon the award
granted by the arbitrator may be entered in any court having jurisdiction thereof or
application may be made to such court for judicial acceptance of the award and an order of
enforcement, as the case may be. This Section shall not prevent VECTOR or Stockholder from
seeking or obtaining any temporary or permanent restraining order or injunction or other
equitable relief from a court of competent jurisdiction as set forth in Paragraph 7.06
above in the event of any breach or threatened breach of any obligation of the parties
under this Agreement. The parties to any arbitration hereunder agree to submit for
determination by the arbitrator, the amount of fees and expenses, including reasonable
attorney's fees, to be borne by each party.
IN WITNESS WHEREOF, the undersigned have executed this Agreement the 3
rd
day of January 2001.
VECTOR HOLDINGS CORPORATION
BESTFOODONLINE.COM, INC.
By:
/s/ Karl Schumer
By:
/s/ Allen Weintraub
STOCKHOLDER
By:
/s/ Allen Weintraub