ITEM 1. DESCRIPTION OF BUSINESS

GENERAL BACKGROUND AND REPORTS UNDER EXCHANGE ACT

Vector Holdings Corporation, formerly Vector Aeromotive Corporation, a Nevada corporation, is sometimes referred to herein as "we", "us", "our" and the "Company". We are filing this Annual Report for the years ended December 31, 1999 and 1998, which contains our audited financial statements for 1999 and 1998, and also contains complete updated disclosure for the period subsequent to the year ended December 31, 1999 under all items other than the financial statements. We are also filing our several Quarterly Reports that we were required to file under the Securities Exchange Act of 1934 (the "Exchange Act"), but which we failed to file in a timely manner. We are seeking to become current under reporting requirements of the Exchange Act by the filing the following Reports: our Annual Report for the years ended December 31, 1999 and 1998; and our Quarterly Reports for the periods ended March 31, 1999, June 30, 1999, September 30, 1999, March 31, 2000, June 30, 2000 and on or before November 15, 2000 our Quarterly Report for September 30, 2000.

We were incorporated in September 1987 under the laws of Nevada to acquire substantially all of the assets of Vector Car, the predecessor partnership. Vector Car had been a development stage company from its formation in 1978 through the complete cessation of our automotive business during 1999. During this period, we had been primarily engaged in the design, manufacture and assembly of exotic sports cars known under the Vector trade name. Twenty-two Vector model W8 automobiles were produced and sold between 1988 and 1993. Production of the Vector W8 was ceased in early 1993.

During fiscal years 1992 and 1993, as an automotive company, we developed design concept specifications for a new automobile type known as the Avtech SC. During 1993 to 1995 our resources were applied to the design, development, marketing and manufacture of the Avtech SC. We developed a prototype automobile, the M12, which we exhibited in January 1996 and our first M12 was completed and sold in March 1996. During 1996, the Avtech SC was designed for full-scale production as the Vector M12, and eight production models were produced. However, by November 1996 we had insufficient operating capital to continue the production after only eight Vector M12's were produced. We sold only four Vector M12's. During 1999, after a period of inactivity, we were finally forced to close our production facilities in Green Cove Springs, Florida, and suspended operations. See Item 6, Part II, "Management’s Discussion and Analysis and Plan of Operation".

In a transaction dated as of July 22, 1997, we entered into a restructuring agreement with American Dream International, Limited ("American Dream"), a Bahamian corporation, and several other related parties pursuant to which we were able to resume operations on a limited basis. In connection with this agreement, we granted American Dream an option exercisable to purchase 60,000,000 shares of our common stock, which option was granted in consideration for certain advances and funding from American Dream, which they paid principally to third party vendors. The Option was subsequently adjusted to an option to purchase 120,000 shares after two different reverse stock splits: 1 for 5 reverse split in December 1998, and 1 for 100 reverse split in July 2000. The latter reverse stock split was in connection with and following acquisition be Allen Weintraub and his affiliates of control of the Company be the purchase for nominal consideration of the American Dream option and the American Dream note on December 27, 1999. This December 27, 1999 transaction resulted in Allen Weintraub becoming our president, a director and the control shareholder of the Company. See Item 5, Part II, "Market for Common Equity and Related Stockholder Matters" and Item 12, Part III, "Certain Relationships and Related Transaction".

In connection with our transaction American Dream and related parties American Dream assumed control of our Board of Directors on July 24, 1997, with the election of W. R. Welty, T. J. Enright and D. Kordek to fill vacancies on our Board of Directors at that date. In addition, an affiliate, V'Power Corporation agreed that, for ten years after the exercise by American Dream of the option, which in fact was never exercised, V’Power agreed to vote for the election of a majority of directors nominated or designated by American Dream. Messrs. Welty, Enright and Kordek resigned as officers and directors in July 1999 at which time we had ceased operations and were dormant. Disclosure of the operations and management of our business during the period from 1992 through 1997 is contained in our Annual Report on Form 10-KSB for year ended 1997, and is incorporated by reference herein.

As noted above, on December 27, 1999 Allen Weintraub together with Scott Curtis and Timothy Owens acquired for nominal consideration the interests of American Dream in the Company, including American Dream’s rights under an option and rights to convert American Dream’s note of $748,008 into 4,096,576 shares of Common Stock. This transaction resulted in a change in control of the Company from American Dream to Allen Weintraub. See Item 5, and the discussion under "Recent Sales of Unregistered Securities", Note 10-Subsequent Events in Notes to Financial Statements, Item 12, "Certain Relationships and Related Transactions".

LACK OF SUCCESS IN THE EXOTIC SPORTS CAR MARKET

The exotic sports car market in which we sought to operate, which efforts were not successful, consists of automobiles with suggested retail prices ranging from $110,000 to $1,000,000 or above and that are capable of sustained speeds in excess of 160 miles per hour. In addition to differentiation from other sports cars by price and speed, exotic sports cars are distinguished by appearance, driving performance, technologically superior, high performance components, hand manufacturing and limited production.

Through 1997, we estimated that the worldwide market for exotic sports cars was approximately 3,500 cars per year and that the United States market was 900 per year. The largest competitor in the United States and world markets was Ferrari at that time. Other competitors included Aston-Martin and Lamborghini. North American sales of exotic sports cars are concentrated in large metropolitan areas. In particular, urban areas of New York, Florida, Texas, California and Illinois account for a large percentage of all sports car sales, including exotic sports cars. We also believed that significant markets exist in Western Europe, Southeast Asia and South America. However, because of limited capital resources and our failure to generate a significant market share, we could not compete in this market.

We manufactured the chassis and all body parts at our former 22,500 square foot manufacturing, assembly and warehouse facility in Green Cove Springs, FL. All production employees and production operations were terminated at the manufacturing facility in November, 1996, but limited production continued into 1998 only on a limited basis and our sales during 1998 principally involved previously produced models. We closed our Green Cove Springs, FL facility and ceased operation in July 1999. As the result of our failed automotive business, we have an accumulated deficit through December 31, 1999 of $39,426,472.

ITEM 2. DESCRIPTION OF PROPERTIES.

During the fiscal ended December 31, 1998, we leased on a month-to-month basis 22,500 square feet of office, manufacturing, assembly and warehouse space in Green Cove Springs, FL, at a cost of $6,075 per month from an unrelated party. This facility served as our manufacturing and assembly facility and since August 1997, as our principal executive office. During 1999, we ceased all operations, closed our offices and facilities at Green Cove Springs, FL. At present, we are utilizing limited space at the offices of our president, Allen Weintraub, in Miami. FL, at no cost to us. This space is sufficient for the present because we have no employees, no operations and are simply engaged in pursuing potential business opportunities.

ITEM 3. LEGAL PROCEEDINGS

In T-n-A Custom Auto Trim, Inc., v. Vector Aeromotive Corporation (Case Number 96-2539-CA-CV-G), filed on or about May 28, 1996, in the Circuit Court, Duval County, Florida, plaintiff brought action for damages for breach of contract arising out of a contract for Custom Trim to provide material and labor for components of automobiles manufactured by the Company, which never were manufactured. The amount of damages sought is unspecified and to be determined at trial. The Company had been vigorously defending this case, with a jury trial set for April 20,1998. We engaged counsel to defend this action and settlement discussions 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 a judgment could have a material and adverse effect upon us.

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. The amount of damages sought by this defendant is included as a liability on our balance sheet. Reference is made to Note 8 to the Notes to Condensed Financial Statements which are included in the Annual Report on Form 10-KSB for the year ended December 31, 1999.

Other than as described above, we are not a party to any material legal proceedings.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No matter was submitted during the fiscal years ended December 31, 1999 or 1998 covered by this annual report to a vote security holders through the solicitation of proxies or otherwise.

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Until September 11, 1996, our Common Stock was traded on the NASDAQ SmallCap Market under the symbol VCAR. On September 11, 1996 the National Association of Securities Dealers (NASD) delisted our Common Stock from trading on the NASDAQ SmallCap Market. From September 11, 1996 through April 5, 2000 our Common Stock was traded on the over-the-counter market bulletin board (OTC:BB). On April 6, 2000 our Common Stock was delisted from the OTC:BB and limited trading commenced on the "pink sheets". Following the 1 for 100 share recapitalization and the change of our name to Vector Holdings Corporation, the symbol was changed to "VHLD" The following table sets forth the high and low closing bid prices for our Common Stock on the OTC:BB and as of April 6, 2000 on the pink sheets for each calendar quarter for the prior two years and the subsequent interim periods prior to this annual report. Such prices are interdealer prices, without retail markup, markdown or commissions, and may not necessarily represent actual transactions.

On October 11, 2000, there were approximately 530 holders of record of Common Stock (excluding holders whose securities were held in street or nominee name

From inception to date, we have not paid a dividend on our Common Stock. We currently have no funds from which to pay dividends and as of December 31, 1999 and 1998 our Total Stockholders’ Deficit was $2,103,968 and $2,601,512, respectively. We do not expect for the foreseeable future that any dividends will be paid.

RECENT SALES OF UNREGISTERED SECURITIES

The following information is given with regard to unregistered securities sold by the Company during the past three years, including the dates and amounts of securities sold; the persons or class of persons to whom we sold the securities; the consideration received in connection with such sales and if the securities were issued or sold other than for cash, the description of the transaction and the type and amount of consideration received. Each of the following transactions was subsequent to the 1 for 100 reverse stock split.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF OPERATIONS

Members of the Board:

We have audited the accompanying balance sheets of Vector Holdings Corporation (formerly Vector Aeromotive Corporation) as of December 31, 1999 and 1998 and the related statements of operations, changes in stockholders’ equity (deficit) and cash flows for the years then ended. These financial statements are the responsibility of Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Vector Holdings Corporation (formerly Vector Aeromotive Corporation) as of December 31, 1999 and 1998, and the results of its operations, its changes in stockholders’ equity (deficit) and its cash flows for the years then ended in conformity with generally accepted accounting principles.

/s/ N. Richard Grassano

Boca Raton, Florida, August 17, 2000

The accompanying Notes to Financial Statements are an integral part of these Financial Statements.

The accompanying Notes to Financial Statements are an integral part of these Financial Statements.

The accompanying Notes to Financial Statements are an integral part of these Financial Statements.

The accompanying Notes to Financial Statements are an integral part of these Financial Statements.

NOTE 4 - ACCRUED EXPENSES

Accrued expenses consist of the following at December 3 1:

NOTE 5 - NOTES PAYABLE-LAMBORGRINT

As part of the July 22, 1997 restructuring, the Company entered into a debt conversion and preferred stock agreement with Lamborghini S.p.A. and Lamborghini U.S.A. (collectively Lamborghini). Under the term of the agreement, Lamborghini agreed to forbear any action to collect Vector's indebtedness of $992,700 and would convert the indebtedness to Series A preferred stock upon American's execution of its option to acquire 60,000,000 shares of Vector's common stock. The Series A preferred stock would be redeemable beginning nine months after the stock is issued at $10,000 per month for eight months and 12 substantially equal monthly installments thereafter.

NOTE 6 - STOCK TRANSACTIONS AND OPTIONS

The Company initially authorized 600,000,000 shares of $0.01 par value common stock. As of December 31, 1998, the Company changed the par value to $0.001 with the same number of authorized shares, declared a 5 to 1 reverse stock split, and has 10,727,920 shares issued and outstanding.

The Company has authorized 5,000,000 shares of $0.10 par value, non-voting preferred stock.

During 1997, the Company designated 9,927 shares of its preferred stock as Series A cumulative preferred stock (Series A Stock). Upon issuance, Series A Stock will be redeemable at a redemption price of $100 per share plus any accumulated and unpaid dividends beginning nine months after the stock is issued. The Company may redeem the Series A stock at any time at the redemption price plus any accumulated unpaid dividends, The Series A Stock will, have rights senior to any other security currently issued by the Company and will be classified as a liability on the Company's balance sheet. Dividends will be cumulative and are payable on a quarterly basis. The dividend rate is based on the current LIBOR rate as defined in the agreement. As of December 31, 1999, the Company has issued no preferred stock.

So long as any Series A is outstanding, the Company may not declare any dividend, make a distribution, or purchase, acquire or set aside any money for the purchase or redemption of any shares of stock with rights junior to the Series A.

Stock unless all Series A dividends have been paid or duly provided for and all amounts with respect to the mandatory redemption provisions of the Series A stock have been paid or duly provided for.

Upon liquidation of the Company for any reason, the holders of the Series A Stock are entitled to be paid out of the assets available for the distribution to its shareholders before any payment to other security holders are made. The amounts to be paid to the Series A stockholders shall include all unredeemed shares at $100 per share plus all accumulated and unpaid dividends.

Under certain circumstances generally related to the sale of all of the Company's assets or merger or consolidation of the Company, the holders of the Series A securities may require the Company to redeem all or any portion of the outstanding Series A. Stock.

The holders of the Series A Stock have no voting power unless dividends remain unpaid for a period of one and one-half years, at which time the Series A holders may vote for the election of up to two directors.

On July 22, 1997, the Company signed a restructuring agreement (see Note 2) in which it issued an option to American by which American can purchase 60,000,000 shares (before reverse stock split) of common stock. This option has never been exercised.

NOTE 7 - PROVISION FOR (BENEFIT FROM) INCOME TAXES

The provision for (benefit from) income taxes consists of the following:

Financial Accounting Standards No. 109 (FAS 109), "Accounting for Income Taxes," requires an assets and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company's financial statements or tax returns. The components of the net deferred tax assets consist of the following.

Allen Weintraub has served as our President, CEO and a director, since July 2000. 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 also owned and operated a private gourmet-food distribution business.

Karl Schumer, an attorney admitted to practice in the State of Florida, has served as our V-P, Secretary and a director since July 2000. During the past five years, Mr. Schumer has been engaged in the private practice of law with offices in Miami, FL.

Section 16(a) Beneficial Ownership Reporting Compliance.

ITEM 10. EXECUTIVE COMPENSATION.

During 1999 and 1998, we paid no executive compensation, because we lacked the cash flow and financial resources.

Messrs. Weintraub and Mr. Schumer joined the Company in July 2000 in connection with the transaction in which Mr. Weintraub and two other persons acquired the American Dream note on December 27, 1999. During the 1999 and 1998 fiscal years neither received any compensation from the Company.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

At October __, 2000, there were 1,252,666 shares issued and outstanding, after the July 2000 1 for 100 reverse stock split. The table below sets forth the share ownership of our executive officers and directors, individually and as a group. No other person is the beneficial owner of more than 5% of our issued and outstanding shares

(a) In connection with the acquisition of control of the Company by Allen Weintraub and his affiliates in July 2000, Mr. Weintraub and his affiliates were assigned the American Dream note and option effective December 27, 1999 which was converted into the right to 4,096,576 shares. Through October ___, 2000 Mr. Weintraub was issued 714,786 and Messrs. Curtis and Owens were each issued 100,000 of such shares. A remaining 3,182,290 shares remain to be issued to persons designated, based upon the acquisition of the American Dream note and option.

(b) Mr. Weintraub disclaims any beneficial interest in the 100,000 shares owned by Messrs. Curtis and Owens.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

In connection with and following his acquisition of control of the Company on December 27, 1999, Mr. Weintraub caused us in July 2000 to effect a 1 for 100 reverse stock split. Mr. Weintraub was issued 714,286 shares of our common stock with restrictive legend for consideration of the conversion of the American Dream note and Mr. Weintraub’s affiliates, Scott Curtis and Timothy Owens were each issued 100,000 shares. At June 30, 2000 our note payable to American Dream was $748,008. The note was convertible into the right to receive 4,096,576 shares, which is equal to a conversion right of $.18 per share. Messrs. Weintraub, Curtis and Owens acquired the interest of American Dream in the Company, including the note, and effected the cancellation of the American Dream option on December 27, 1999. Mr. Schumer was issued 175,000 shares in consideration for his services as V-P and Secretary of the Company.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(A) EXHIBITS

(B) REPORTS ON FORM 8-K

In a Form 8-K dated July 21, 1999, reporting under Item 5, Other Events, T. J. Enright and Thomas Hallquest tendered their resignations as President and Chief Financial Officer/Secretary respectively and any other office of the Company effective July 9, 1999. During the period from January 1, 2000 to date, we have not filed any report on Form 8-K.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

VECTOR AEROMOTIVE CORPORATION