Condensed Balance Sheets - December 31, 1998 and September 30, 1999 (Unaudited).

Condensed Statements of Operations - Three months ended September 30, 1999 and 1998 and for the nine months ended September 30, 1999 and 1998(Unaudited).

Condensed Statements of Cash Flows - Nine months ended September 30, 1999 and 1998 (Unaudited).

Notes to Financial Statements

To the extent that we make any forward-looking statements in the "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in this Quarterly Report, we emphasize that forward-looking statements involve risks and uncertainties and our actual results may differ materially from those expressed or implied by our forward-looking statements. All forward-looking statements in this Quarterly Report reflect our current views about future events and are based on assumptions and are subject to risks and uncertainties. Except as required by applicable law, including the securities laws of the United States, we do not intend to update or revise any forward-looking statements, which forward-looking statements may include, but not  be limited to, statements about our plans, objectives, expectations, intentions and assumptions and other statements that are not historical facts. Generally, forward-looking statements include phrases with words such as  "expect", "anticipate", "intend", "plan", "believe", "seek", "estimate" and similar expressions to identify forward-looking statements.

This Quarterly Report contains reference to our intent to explore and pursue new business opportunities. Any plan to pursue new business opportunities may involve certain estimates and plans related to us, which assumes certain events, trends and activities will occur and the projected information based on those assumptions. We do not know that any assumptions that we may make will be accurate. In particular, we do not know and cannot predict with any degree of certainty the growth in any business or industry in which we may seek to operate. If our assumptions are wrong about any events, trends and activities, and specifically about which business opportunity to pursue, if any, and because of our limited resources, then our efforts regarding and new business opportunity may also be wrong.

As used in this Quarterly Report,  the terms  "we", "us", "our" and the "Company" mean Vector Holdings Corporation, a Nevada corporation, formerly Vector Automotive Corporation. We changed our name to Vector Holdings Corporation on June 26, 2000 because we were no longer in the automotive business and determined to reflect that we were seeking business opportunities. We are filing this Quarterly Report for the nine month period ended September 30, 2000 as one of the several Quarterly Reports and an Annual Report for the year ended December 31, 1999 that we were required to file under the Securities Exchange Act of 1934 (the "Exchange Act"), by which we are seeking to become current under the reporting requirements of the Exchange Act.

We are disclosing in this Quarterly Report and our other Exchange Act reports that following the end of our fiscal year ended December 31, 1998 we have generated no revenues from any business operations. By the third quarter of 1999 we had completely ceased our business operations. We are in the process of exploring potential new business opportunities. There can be no assurance that we will be successful in finding any new business opportunities or conclude any transaction that will enable us to become an operating business.

Please read this Quarterly Report together with our other Quarterly Reports and our Annual Report referenced above. In connection with and following the termination of our prior automotive business, we changed our name, our business address, had a share recapitalization, a change in control and ceased our business operations. The change in control was in connection with an agreement dated December 27, 1999 between American Dream International Limited and Allen Weintraub and certain affiliates following which we had a 1 for 100 reverse stock split.

During the three and nine month periods ended September 30, 2000 we had no business operations and had no revenues.  We did not generate any revenues during the same three and nine month periods of the prior year. While we report  a net profit of $845,342 ($7.88 per share) for the three month period September 30, 1999, this net profit was exclusively as the result of the forgiveness of debt by unaffiliated third party vendors in the amount of $853,057. During the three month period ended September 30, 2000, we had a net loss of $43,961.  For the nine month period ended September 30, 1999, we had net income of $522,907 ($4.87 per share) which includes the above referenced forgiveness of debt of $853,057. For the nine month periods ended September 30, 2000, we had net losses of $87,311 ($.278 per share).  During the three and nine month periods ended September 30, 2000, our operating losses were $48,933 and $67,360, compared to operating losses of $2,283 and $290,265 for the same periods of 1999. During the three and nine month period ended September 30, 2000, our expenses were due to general and administrative ($48,933 and $67,360 respectively).  For the same periods of the prior year our total expenses were $2,283 and $290,265 respectively. The principal components of such expenses during such three and nine month periods were general and administrative ($2,283 and $217,711 respectively). In addition to the $217,711 for administrative expenses for the nine months ended September 30, 1999, we occurred marketing expenses of $353 and research and development expenses of 72,201.

Liquidity and Capital Resources

At September 30, 2000 we had current assets of $3,635, compared to current assets of $55 at December 31, 1999. Our current assets at September 30, 2000 and December 31, 1999 were cash and cash equivalents. At September 30, 2000 we had non-current assets of $59,720 which included $48,520 due to related parties, $4,200 in office equipment and a rent deposit of $7,000. The interest payable at September 30, 2000 and December 31, 1999 were $23,039 and $196,380 respectively and relates to the long-term note payable to OPM Management of Florida, Inc., which entity is controlled by Allen Weintraub,  Scott Curtis and Timothy Owens, our principal shareholders. The interest payable is applicable to the acquisition of control of the Company by Mr. Weintraub and his affiliates in December 1999 and their succeeding to the rights of American Dream International Limited, including the Company's note payable to American Dream. The decrease in interest payable on the American Dream note from $236,303 at the beginning of the third quarter to $23,039 at September 30, 2000 is due to the conversion of $216,229 in accrued interest into 914,286 shares of common stock of the Company.   Messrs. Weintraub, Curtis and Owens have the right to be issued an additional 3,182,290 shares upon the conversion of the remaining interest and principal on this note. See Note 2 to Notes to Condensed Financial Statements attached to this Report. Also see the disclosure in Item 12, Part III, "Certain Relationships and Related Transactions" contained in our Annual Report on Form 10-KSB/A for our year ended December 31, 1999. Our current liabilities were $183,401 at September 30, 2000 compared to $381,742 at December 31, 1999. This reduction is mainly due to the debt conversion which occurred during this quarter, as reflected above.

Our financing activities during the three months period ended September 30, 2000 consisted of the issuance of 231,100 shares of restricted stock based upon the exemption from registration under Section 4 (2) of the Securities Act of 1933, as amended (the "Act"). A total of 56,100 shares were issued for cash consideration of $28,100 and 175,000 shares were issued in consideration for legal services based upon a value of $.10 per share or $17,500. This valuation is not based upon any actual trading market in our common stock, as no trading market existed at the date of the transaction, and therefor was arbitrarily by the management of the Company. Reference is made to Item 5, Part II, "Market for Registrant's Common Equity and Related Stockholder Matters" contained in our Annual Report for the year ended December 31, 1999 on Form 10-KSB/A.

Through the quarter ended September 30, 2000 we incurred an accumulated deficit of $39,513,783 an insignificant increase from $39,426,472 at December 31, 1999. As a result of the change in control and the change in the nature of our business, we do do not believe that we will have an ability to utilize net operating loss carry forwards, if any.

We have not identified any source of continued funding and have no ongoing operations. There can be no assurance that we will be able to fund any continuing expenses until we find and negotiate a new business opportunity, if ever.

Reference is made to Note 8 to the Notes to Condensed Financial Statements which are included in our Annual Report on Form 10-KSB/A for the year ended December 31, 1999 which was filed with the Securities and Exchange Commission on November 2, 2000. There is presently pending an action in the Circuit Court of the 4th Judicial Circuit, Duval County, FL, Mahoney, Adams & Kreiser, P.A. v. Vector Automotive Corporation, seeking recovery of $35,000 in legal fees. We believe that we have meritorious defenses against the plaintiff but we cannot at this time determine with any certainty whether we will prevail on the merits or whether any judgment against us will have a material adverse effect on us. We have reserved as settlement payable the amount of $35,000 as a liability on our balance sheet. We were also party to an arbitration, Dwight Yarde v. Vector Automotive, before the 13th 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 Automotive Corporation, a matter pending in the 4th 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.

Item 2. Changes in Security

Item 3. Default Upon Senior Securities

We were in default on notes payable to American Dream International Limited and Lamborghini S.p.A. and Lamborghini U.S.A. in connection with a July 27, 1997 restructuring agreement. Reference is made to our Annual Report on Form 10-K for the year ended December 31, 1997 and the exhibits included as part of that filing for the terms and conditions of the restructuring agreement and the obligations of the Company. The note payable to American Dream was assigned to Allen Weintraub, Scott Curtis and Timothy Owens in connection with their acquisition of control of the Company in December 1999.

None

We are filing this Quarterly Report for the three month period ended September 30, 2000. However, as discussed under Part I, Item 2, "General" above, we have also filed our Annual Report for our year ended December 31, 1999, which contained audited financial statements for the years ended December 31, 1999 and 1998.  Our financial statements for the years ended December 31, 1999 and 1998 were audited by Grassano Accounting, P.A., Certified Public Accountants. During the two most recent fiscal years, there was no change in independent accountants. The financial statements for the year ended December 31, 1997 were audited by another accounting firm which we understand resigned or declined to stand for re-election because of unpaid accounting fees. There was no adverse opinion, disclaimer of opinion, or was modified as to uncertainty, audit scope or accounting principles. There was no disagreement with the former accountant, whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure which would have caused it to make reference to the subject matter of the disagreement(s) in connection with its reports. Further, the decision to change accountants was recommended by our board of directors, and was the result of our cessation of business operations and change in control.

During the quarter ended September 30, 2000, the Company did not file any Reports on Form 8-K.

In accordance with Section 13 or 15(d) of the Exchange Act, the small business issuer has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

VECTOR HOLDINGS CORPORATION FINANCIALS