UNITED  STATES
                     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  (Date  of  earliest  event  reported):   June  7,  2001
                                                                --------------

                                  VDO.com,  Inc.

           (Exact  name  of  registrant  as  specified  in  its  charter)

                                    Florida

                (State  or  other  jurisdiction  of  incorporation)

                      000-28267                  68-0427012
                    -------------               ------------
             (Commission File Number)          (IRS Employer
                                            Identification  No.)

               1044L  Corporate  Drive,  Redlands,  California    92374
              -------------------------------------------------   ------
                 (Address  of  principal  executive  offices)   (Zip  Code)


                               (909)  796-3446
                               ---------------
                  Registrant's  telephone  number,  including  area  code:

                               5509  11th  Avenue
                               Brooklyn, NY  11219
                  (Former  name,  address  and  telephone  number)


                                        1
<PAGE>

ITEM  1.     CHANGES  IN  CONTROL  OF  REGISTRANT

     On June 7, 2001, the Company entered into a Stock Purchase Agreement and an
Addendum  thereto (the "Addendum" and collectively the "Agreement") with Hundred
Mile Plus, Ltd., Embryo Capital Group, and Mr. Shmuel Shneibalg which results in
a  restructuring of the Company's management, Board of Directors, and ownership.

Pursuant  to  the terms of the Agreement, Mr. Shneibalg and Embryo Capital Group
(the "Sellers") sold 11,900,000 shares of the Company, representing at that time
55.11%  of the outstanding common stock, to Hundred Mile Plus, Ltd. who received
the shares on behalf of twenty two (22) individuals listed in Exhibit "A" of the
Addendum.  The shares were issued directly to the individuals.  As consideration
for  the purchase of the shares, Hundred Mile Plus, Ltd. paid the sum of $25,000
cash  to Sellers and agreed to issue to Sellers, within a one year period, stock
equal  to  two  percent  (2%)  of  the  outstanding  common stock on the date of
issuance.

On  June  7,  2001,  in  accordance  with  the Agreement, the Board of Directors
received  a  letter  of  resignation  from  its  sole  Board  member, Mr. Shmuel
Shneibalg,  which is effective upon the appointment of a new Board of Directors.
Pursuant  to the Agreement the individuals listed in Exhibit "B" of the Addendum
(the "Appointees") have been appointed as directors.  These individuals will not
take  office  until at least ten days after this Information Statement is mailed
to  all  Company shareholders in compliance with Section 14(F) of the Securities
Exchange  Act  of  1934  and  Rule  14F-1  thereunder.

Voting  Securities  of  the  Company
------------------------------------

     As of June 7, 2001, there were 17,300,000 shares of common stock issued and
outstanding.  As  of  July 27, 2001, as a result of the conversion of portion of
an  outstanding  convertible  debenture,  there were 28,344,445 shares of Common
Stock  issued  and  outstanding.  Each share of Common Stock entitles the holder
thereof  to  one  vote  on  each  matter  which may come before a meeting of the
shareholders.

Security  Ownership  of  Certain  Beneficial  Owners  and  Management
---------------------------------------------------------------------

     The  following  table  sets forth, as of July 27, 2001, certain information
with  respect to the Company's equity securities owned of record or beneficially
by  (i)  each  Officer  and  Director  of the Company; (ii) each person who owns
beneficially  more  than  5%  of  each class of the Company's outstanding equity
securities;  and  (iii)  all  Directors  and  Executive  Officers  as  a  group.

                                        2
<PAGE>

<TABLE>
<CAPTION>

Title of Class      Name and Address of        Amount and Nature of       Percent
                     Beneficial Owner        Beneficial Ownership (1)    of Class
--------------  ---------------------------  ------------------------   ---------
<S>             <C>                                    <C>                  <C>

Common . . . .  Anthony K. Miller (2)                 535,500               1.9%
Stock. . . . .  1044-L Corporate Dr.
                Redlands, CA  92374

Common . . . .  Latifah R. Saafir (3)                200,000 (4)            0.7%
Stock. . . . .  1044-L Corporate Dr.
                Redlands, CA  92374

Common . . . .  Wardell B. Moore (3)                 200,000 (4)            0.7%
Stock. . . . .  1044-L Corporate Dr.
                Redlands, CA  92374

Common . . . .  William D. Satterfield (3)           200,000 (4)            0.7%
Stock. . . . .  1044-L Corporate Dr.
                Redlands, CA  92374

Common . . . .  Shmuel Shneibalg (5)                     0                  0.0%
Stock. . . . .  5509 11th Ave.
                Brooklyn, NY  11219

                Venice Holdings LLC                  2,357,144              8.3%
Common . . . .  C/O Mueller & Co.
Stock. . . . .  242 4th Street
                Lakewood, NJ  08701

                All Officers and Directors
                as a Group (4 Persons)                1,135,500             4.0%
                ---------------------------  ------------------------  ---------
</TABLE>


                                        3
<PAGE>


(1)     Based  on  28,344,445  shares  outstanding.

(2)     Mr.  Miller  was  appointed  as  the  Company's President, Secretary and
Treasurer  pursuant  to  a  Board  Resolution  dated  June  7,  2001.

(3)     Ms. Saafir, Mr. Moore and Mr. Satterfield will be appointed to the Board
effective  on  or  about  August  18,  2001,  which  is ten (10) days after this
Information  Statement is mailed to all the Company's shareholders in accordance
with  Section  14(F)  of  the  Securities  Exchange  Act  of 1934 and Rule 14F-1
thereunder  and  will occur simultaneously with Mr. Shneibalg's resignation from
the  Board.

(4)     Ms.  Saafir,  Mr. Moore and Mr. Satterfield will each be granted 200,000
shares  of  the Company's Common Stock approximately 60 days after taking office
as  compensation  for  serving  on  the  Company's  Board  of  Directors.

(5)     Mr.  Shneibalg  is  the  Company's current Director, but his resignation
will  occur  concurrently  with  the  appointment  by  the above-listed incoming
Directors.

(6)     The  total  officers  and  directors  is listed as four and includes Mr.
Miller,  Ms.  Saafir,  Mr.  Moore  and Mr. Satterfield (after the latter three's
appointment  to  the  Company's  Board  of Directors).  Mr. Shneibalg is omitted
since  he  will  no longer be a Director upon the appointment of Ms. Saafir, Mr.
Moore and Mr. Satterfield.  However, it should be noted that since Mr. Shneibalg
does  not  own  any shares the total number of shares for officers and directors
would  not  change  even  if  Mr.  Shneibalg  were  included.

                                        4
<PAGE>

ITEM  2.     ACQUISITION  OR  DISPOSITION  OF  ASSETS

     Not  applicable.

ITEM  3.     BANKRUPTCY  OR  RECEIVERSHIP

     Not  applicable.

ITEM  4.     CHANGES  IN  REGISTRANT'S  CERTIFYING  ACCOUNTANT

     Not  applicable.

ITEM  5.     OTHER  EVENTS

     Not  applicable.


                                        5
<PAGE>
ITEM  6.     RESIGNATIONS  OF  DIRECTORS  AND  EXECUTIVE  OFFICERS

     Not  applicable.

ITEM  7.     FINANCIAL  STATEMENTS

     No  financial  statements  are  required.

ITEM  8.     CHANGE  IN  FISCAL  YEAR

     Not  applicable.

EXHIBITS

2.1     Stock Purchase Agreement and Addendum thereto dated June 7, 2001 between
VDO.com,  Inc.,  Hundred  Mile  Plus, Ltd., Embryo Capital Group, and Mr. Shmuel
Shneibalg.




                            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.


Dated:  July  31,  2001                          VDO.COM,  INC.

                                                 /s/  Anthony  K.  Miller
                                                 -------------------------------
                                                 Anthony  K.  Miller,  President

                                        6
<PAGE>
[{"type": "8-K", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 8866}]
{"company-data": {"conformed-name": "VDO COM INC /FL", "cik": "0001099330", "assigned-sic": "7948", "irs-number": "680427012", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-28267", "film-number": "1696789"}, "business-address": {"street1": "5315 NEW UTRECHT AVE", "street2": "SUITE 100", "city": "BROOKLYN", "state": "NY", "zip": "11219", "phone": "7184374523"}, "mail-address": {"street1": "5315 NEW UTRECHT AVE.", "street2": "SUITE 100", "city": "BROOKLYN", "state": "NY", "zip": "11219"}, "former-company": [{"former-conformed-name": "EMBRYO CAPITAL GROUP", "date-changed": "20000522"}, {"former-conformed-name": "THOROUGHBRED RACING ASSOCIATES INC", "date-changed": "19991118"}, {"former-conformed-name": "VDO COM INC", "date-changed": "20000517"}]}
UNITED  STATES
                     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  (Date  of  earliest  event  reported):   June  7,  2001
                                                                --------------

                                  VDO.com,  Inc.

           (Exact  name  of  registrant  as  specified  in  its  charter)

                                    Florida

                (State  or  other  jurisdiction  of  incorporation)

                      000-28267                  68-0427012
                    -------------               ------------
             (Commission File Number)          (IRS Employer
                                            Identification  No.)

               1044L  Corporate  Drive,  Redlands,  California    92374
              -------------------------------------------------   ------
                 (Address  of  principal  executive  offices)   (Zip  Code)

                               (909)  796-3446
                               ---------------
                  Registrant's  telephone  number,  including  area  code:

                               5509  11th  Avenue
                               Brooklyn, NY  11219
                  (Former  name,  address  and  telephone  number)

                                        1
ITEM  1.     CHANGES  IN  CONTROL  OF  REGISTRANT

     On June 7, 2001, the Company entered into a Stock Purchase Agreement and an
Addendum  thereto (the "Addendum" and collectively the "Agreement") with Hundred
Mile Plus, Ltd., Embryo Capital Group, and Mr. Shmuel Shneibalg which results in
a  restructuring of the Company's management, Board of Directors, and ownership.

Pursuant  to  the terms of the Agreement, Mr. Shneibalg and Embryo Capital Group
(the "Sellers") sold 11,900,000 shares of the Company, representing at that time
55.11%  of the outstanding common stock, to Hundred Mile Plus, Ltd. who received
the shares on behalf of twenty two (22) individuals listed in Exhibit "A" of the
Addendum.  The shares were issued directly to the individuals.  As consideration
for  the purchase of the shares, Hundred Mile Plus, Ltd. paid the sum of $25,000
cash  to Sellers and agreed to issue to Sellers, within a one year period, stock
equal  to  two  percent  (2%)  of  the  outstanding  common stock on the date of
issuance.

On  June  7,  2001,  in  accordance  with  the Agreement, the Board of Directors
received  a  letter  of  resignation  from  its  sole  Board  member, Mr. Shmuel
Shneibalg,  which is effective upon the appointment of a new Board of Directors.
Pursuant  to the Agreement the individuals listed in Exhibit "B" of the Addendum
(the "Appointees") have been appointed as directors.  These individuals will not
take  office  until at least ten days after this Information Statement is mailed
to  all  Company shareholders in compliance with Section 14(F) of the Securities
Exchange  Act  of  1934  and  Rule  14F-1  thereunder.

Voting  Securities  of  the  Company
------------------------------------

     As of June 7, 2001, there were 17,300,000 shares of common stock issued and
outstanding.  As  of  July 27, 2001, as a result of the conversion of portion of
an  outstanding  convertible  debenture,  there were 28,344,445 shares of Common
Stock  issued  and  outstanding.  Each share of Common Stock entitles the holder
thereof  to  one  vote  on  each  matter  which may come before a meeting of the
shareholders.

Security  Ownership  of  Certain  Beneficial  Owners  and  Management
---------------------------------------------------------------------

     The  following  table  sets forth, as of July 27, 2001, certain information
with  respect to the Company's equity securities owned of record or beneficially
by  (i)  each  Officer  and  Director  of the Company; (ii) each person who owns
beneficially  more  than  5%  of  each class of the Company's outstanding equity
securities;  and  (iii)  all  Directors  and  Executive  Officers  as  a  group.

                                        2
Title of Class      Name and Address of        Amount and Nature of       Percent
                     Beneficial Owner        Beneficial Ownership (1)    of Class
--------------  ---------------------------  ------------------------   ---------
Common . . . .  Anthony K. Miller (2)                 535,500               1.9%
Stock. . . . .  1044-L Corporate Dr.
                Redlands, CA  92374

Common . . . .  Latifah R. Saafir (3)                200,000 (4)            0.7%
Stock. . . . .  1044-L Corporate Dr.
                Redlands, CA  92374

Common . . . .  Wardell B. Moore (3)                 200,000 (4)            0.7%
Stock. . . . .  1044-L Corporate Dr.
                Redlands, CA  92374

Common . . . .  William D. Satterfield (3)           200,000 (4)            0.7%
Stock. . . . .  1044-L Corporate Dr.
                Redlands, CA  92374

Common . . . .  Shmuel Shneibalg (5)                     0                  0.0%
Stock. . . . .  5509 11th Ave.
                Brooklyn, NY  11219

                Venice Holdings LLC                  2,357,144              8.3%
Common . . . .  C/O Mueller & Co.
Stock. . . . .  242 4th Street
                Lakewood, NJ  08701

                All Officers and Directors
                as a Group (4 Persons)                1,135,500             4.0%
                ---------------------------  ------------------------  ---------
3
(1)     Based  on  28,344,445  shares  outstanding.

(2)     Mr.  Miller  was  appointed  as  the  Company's President, Secretary and
Treasurer  pursuant  to  a  Board  Resolution  dated  June  7,  2001.

(3)     Ms. Saafir, Mr. Moore and Mr. Satterfield will be appointed to the Board
effective  on  or  about  August  18,  2001,  which  is ten (10) days after this
Information  Statement is mailed to all the Company's shareholders in accordance
with  Section  14(F)  of  the  Securities  Exchange  Act  of 1934 and Rule 14F-1
thereunder  and  will occur simultaneously with Mr. Shneibalg's resignation from
the  Board.

(4)     Ms.  Saafir,  Mr. Moore and Mr. Satterfield will each be granted 200,000
shares  of  the Company's Common Stock approximately 60 days after taking office
as  compensation  for  serving  on  the  Company's  Board  of  Directors.

(5)     Mr.  Shneibalg  is  the  Company's current Director, but his resignation
will  occur  concurrently  with  the  appointment  by  the above-listed incoming
Directors.

(6)     The  total  officers  and  directors  is listed as four and includes Mr.
Miller,  Ms.  Saafir,  Mr.  Moore  and Mr. Satterfield (after the latter three's
appointment  to  the  Company's  Board  of Directors).  Mr. Shneibalg is omitted
since  he  will  no longer be a Director upon the appointment of Ms. Saafir, Mr.
Moore and Mr. Satterfield.  However, it should be noted that since Mr. Shneibalg
does  not  own  any shares the total number of shares for officers and directors
would  not  change  even  if  Mr.  Shneibalg  were  included.

                                        4
ITEM  2.     ACQUISITION  OR  DISPOSITION  OF  ASSETS

     Not  applicable.

ITEM  3.     BANKRUPTCY  OR  RECEIVERSHIP

     Not  applicable.

ITEM  4.     CHANGES  IN  REGISTRANT'S  CERTIFYING  ACCOUNTANT

     Not  applicable.

ITEM  5.     OTHER  EVENTS

     Not  applicable.

                                        5
ITEM  6.     RESIGNATIONS  OF  DIRECTORS  AND  EXECUTIVE  OFFICERS

     Not  applicable.

ITEM  7.     FINANCIAL  STATEMENTS

     No  financial  statements  are  required.

ITEM  8.     CHANGE  IN  FISCAL  YEAR

     Not  applicable.

EXHIBITS

2.1     Stock Purchase Agreement and Addendum thereto dated June 7, 2001 between
VDO.com,  Inc.,  Hundred  Mile  Plus, Ltd., Embryo Capital Group, and Mr. Shmuel
Shneibalg.

                            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.

Dated:  July  31,  2001                          VDO.COM,  INC.

                                                 /s/  Anthony  K.  Miller
                                                 -------------------------------
                                                 Anthony  K.  Miller,  President

                                        6