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Next: VECTOR HOLDINGS CORP, 10QSB, EX-27, 2000-10-24 |
UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, DC 20549 |
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Form 10-QSB |
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(Mark one) | |
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE |
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SECURITIES EXCHANGE ACT OF 1934 |
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For the quarterly period ended: September 30, 1999 |
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[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE |
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SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from ____________ to _____________ |
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Commission file number: 0-17303 |
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VECTOR HOLDINGS CORPORATION |
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(Exact name of small business issuer as specified in its charter) |
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Nevada |
33-0254334 |
(State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
120 NE 179th Street, Miami, FL |
33179 |
(Address of principal executive offices) |
(Zip Code) |
(305) 681-5191 |
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(Issuers telephone number) |
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Check whether the issuer (1) filed all reports required to be filed by section 13 or 15 (d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such report (s), and (2) has been subject to such filing requirements for the past 90 days. Yes [ ] No [X] |
APPLICABLE ONLY TO CORPORATE ISSUERS |
State the number of shares outstanding of each of the issuers classes of common equity, as of the latest practicable date: |
Common Stock, $.01 par value 10,727,920 shares outstanding as of September 30, 1999. |
Transitional Small Business Disclosure Format: Yes __ No X |
Page 1 of 10 |
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION |
Page |
Item 1. Financial Statements (Unaudited) | 2 |
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations | 3 |
PART II. OTHER INFORMATION |
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Item 1. Legal Proceedings | 5 |
Item 2. Changes in Security | 5 |
Item 3. Default Upon Senior Securities | 5 |
Item 4. Submission of Matters to a Vote of Security Holders | 5 |
Item 5. Other Information | 5 |
Item 6. Exhibits and Reports on Form 8-K | 6 |
VECTOR HOLDINGS CORPORATION.
PART I FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Balance Sheets - December 31, 1998 and September 30, 1999 (Unaudited).
Condensed Statements of Cash Flows - Nine months ended September 30, 1999 and 1998 (Unaudited).
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements; Market Data
To the extent that we make any forward-looking statements in the "Managements 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, 1999 as one of several Quarterly Reports and an Annual Report 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 of this Quarterly Report together with our filing of other past due Quarterly Reports for the periods ended March 31, 2000, June 30, 2000 and on or before November 15, 2000 our Quarterly Report for September 30, 2000, as well as our Annual Report for the year ended December 31, 1999, which includes our audited financial statements for 1999 and 1998.
We are disclosing in this Quarterly Report that following the end of our fiscal year ended December 31, 1998, and since that date, we have generated no revenues from any business operations. By the third quarter of 1999 we had completely ceased our business operations. As a result, as of the date of our filing of this Quarterly Report and the other reports due under the Exchange Act, 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. Subsequent to the period referenced in this Report, we changed our name, our 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.
Results of Operations
During the three month period ended September 30, 1999 we had no business operations. We also had no revenues during this three and nine month periods ended September 30, 1999 compares to revenues of $304,600 and $748,503 during the same three and nine month periods of the prior year. While we report a net profit of $845,342 ($.079 per share) for the three month period September 30, 1999, which is the result of the forgiveness of debt by third party unaffiliated parties in the amount of $853,057. For the nine month period ended September 30, 1999, we had net income of $522,907 ($.049 per share) which includes the forgiveness of debt of $853,057. for the three and nine month periods ended September 30, 1998, we had net losses of $26,529 ($.002 per share) and $86,715 ($.008 per share). During the three and nine month periods ended September 30, 1999, our operating losses were $2,283 and $290,265, compared to operating losses of $$39,783 and $110,613 for the same periods of 1998. During the nine month period ended September 30, 1999, our expenses were primarily due to general and administrative ($217,711) and research and development ($72,711). For the same periods of the prior year our total expenses were $98,926 and $286,971. The principal components of such expenses during such three and nine month periods were general and administrative ($75,112 and $217,711 respectively), marketing ($12,517 and $46,648 respectively), research and development ($1,297 and $18,177 respectively) and quality and warranty ($10,000 and $25,000 respectively).
Liquidity and Capital Resources
At September 30, 1999 we had current assets of $55 compared to current assets of $373,149 at December 31, 1998. Our current assets at December 31, 1998 was comprised principally of inventories ($337,467) and other receivables ($34,232). At September 30, 1999 we had no inventories, receivables or property and equipment. Our inventories and property and equipment and one prototype Vector automobile was transferred to and/or seized by American Dream International Limited, a Bahamian corporation, and an affiliate of the Company, which reduced our indebtedness to American Dream. American Dream was controlled by Mr. W. R. Welty, who was also a director of the Company. We still reflect indebtedness to American Dream under long-term liabilities. See See Note 3 to Notes to 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 for our year ended December 31, 1999 which is filed contemporaneous with the filing of this Quarterly Report on Form 10-QSB. We had no receivables at September 30, 1999 compared to $34,232 at December 31, 1998. Our current liabilities were $356,379 at September 30, 1999 compared to $1,202,703 at December 31, 1998. This reduction is mainly due to the debt reduction as a result of the transfer of assets to American Dream. which occurred during this quarter.
We also had no new borrowings or other source of funding of any kind during the period ended September 30, 1999.
Through the quarter ended September 30, 1999 we incurred an accumulated deficit of $39,311,776 an insignificant decrease from $39,924,016 at December 31, 1998.
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.
PART II. OTHER INFORMATION
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. 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.
NoneItem 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.
Item 4. Submission of Matters to a Vote of Security Holders
None
We are filing this Quarterly Report for the three month period ended September 30, 1999. However, as discussed under Part I, Item 2, "General" above, we are also filing our Annual Reports for our years ended December 31, 1999 and 1998 at about the same time as we are filing this Quarterly Report. 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.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit No. |
Document Description |
3(i) |
Articles of Incorporation and amendments (filed as Exhibits to the Company's Annual Report on Form 10-K for 1994 and incorporated herein by reference) |
3(ii) |
Bylaws (filed as Exhibit to the Company's Registration Statement on Form S-18, file #33-20456-LA and incorporated herein by reference) |
13 |
The Registrant's Annual Report on Form 10-KSB for the years ended 1999 and 1998 which are filed contemporaneous following this Quarterly Report and other past due Quarterly Reports, which are incorporated herein by reference. |
27 |
Financial Data Schedule |
(b) Form 8-K.
During the quarter ended September 30, 1999, the Company did not file any Reports on Form 8-K.
SIGNATURES
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
By: /s/ Allen Weintraub |
Allen Weintraub, President and Director |
Dated: October 23, 2000 |
Miami, FL |
VECTOR HOLDINGS CORPORATION FINANCIALS
TABLE OF CONTENTS
Page | |
CONDENSED BALANCE SHEET-DECEMBER 31, 1998 AND SEPTEMBER 30, 1999 (Unaudited) |
7 |
CONDENSED STATEMENT OF OPERATIONS-THREE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 (Unaudited) |
8 |
CONDENSED STATEMENT OF CASH FLOWS-THREE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 (Unaudited) |
9 |
NOTES TO FINANCIAL STATEMENTS |
10 |
VECTOR HOLDINGS CORPORATION (Formerly Vector Aeromotive Corporation) CONDENSED BALANCE SHEETS AS OF SEPTEMBER 30, 1999 AND DECEMBER 31, 1998 (Unaudited) |
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September 30, 1999 |
December 31, 1998 |
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ASSETS |
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Current Assets | |||
Cash and cash equivalents | $55 |
$68 |
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Inventories | - |
337,467 |
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Prepaid Expenses | - |
1,382 |
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Other receivables | - |
34,232 |
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Total current assets | 55 |
373,149 |
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Property & Equipment | - |
73,920 |
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Other Assets | - |
1,850 |
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TOTAL ASSETS | $55 |
$448,919 |
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LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) |
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Current liabilities | |||
Accounts payable | $- |
$525,508 |
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Interest payable | 171,017 |
106,301 |
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Settlement payable | 35,000 |
316,231 |
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Accrued expenses | 150,362 |
229,663 |
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Customer deposits | - |
25,000 |
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Total current liabilities | 356,379 |
1,202,703 |
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Long term liabilities | |||
Loans payable to related parties | 2,119,288 |
1,847,728 |
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Total long term liabilities | 2,119,288 |
1,847,728 |
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TOTAL LIABILITIES | 2,078,660 |
3,050,431 |
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Stockholders' equity (deficit) | |||
Common stock, par value $.01 per | 10,728 |
10,728 |
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share, 600,000,000 shares authorized; | |||
issued and outstanding: 10,727,920 | |||
at September 30, 1999 and December 31, 1998 | |||
Capital in excess of par value | 37,311,776 |
37,311,776 |
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Accumulated deficit | (39,401,109) |
(39,924,016) |
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Total stockholders' equity (deficit) | (2,078,660) |
(2,601,512) |
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $55 |
$448,919 |
See accompanying notes to unaudited condensed financial statements.
VECTOR HOLDINGS CORPORATION (Formerly Vector Aeromotive Corporation) CONDENSED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS AND NINE MONTHS (Unaudited) |
Three Months Ended September 30, |
Nine Months Ended September 30, |
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1999 |
1998 |
1999 |
1998 |
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Sales | $- |
$304,600 |
$- |
$748,503 |
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Cost of sales | - |
245,457 |
- |
572,145 |
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Gross profit (loss) | - |
59,143 |
- |
176,358 |
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Costs and expenses | |||||||
Marketing | - |
12,517 |
353 |
46,648 |
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Race program | - |
- |
- |
(1,776) |
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Research and development | - |
1,297 |
72,201 |
18,177 |
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Quality and Warranty | - |
10,000 |
- |
25,000 |
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General and administrative | 2,283 |
75,112 |
217,711 |
198,922 |
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Total costs and expenses | 2,283 |
98,926 |
290,265 |
286,971 |
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Operating profit (loss) | (2,283) |
(39,783) |
(290,265) |
(110,613) |
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Other income (expense) | |||||||
Forgiveness of debt | 853,057 |
- |
853,057 |
- |
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Other income | 12,686 |
23,051 |
24,831 |
63,200 |
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Interest expense | (18,118) |
(5,056) |
(64,716) |
(31,121) |
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Legal settlements | - |
(4,741) |
- |
(8,181) |
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NET PROFIT (LOSS) | $845,342 |
($26,529) |
$522,907 |
($86,715) |
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NET PROFIT (LOSS) PER SHARE | ($0.079) |
$0.002 |
($0.049) |
$0.008 |
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WEIGHTED AVERAGE COMMON SHARES OUTSTANDING | 10,727,920 | 10,727,920 | 10,727,920 | 10,727,920 |
See accompanying notes to unaudited condensed financial statements.
VECTOR HOLDINGS CORPORATION (Formerly Vector Aeromotive Corporation) CONDENSED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS (Unaudited) |
Nine Months Ended September 30, 1999 |
Nine Months Ended September 30, 1998 |
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Cash flows from (used in) operating activities: | ||
Net profit (loss) | $522,907 |
($86,715) |
Adjustments to reconcile net profit activities | ||
Depreciation and amortization | 16,374 |
19,049 |
(Increase) decrease in | ||
Accounts receivable | - |
(61,566) |
Inventories | 337,467 |
(96,993) |
Prepaid expenses and other assets | 3,232 |
1,566 |
Other receivables | 34,232 |
- |
Increase (decrease) in | ||
Accounts payable | (525,508) |
(127,977) |
Interest payable | 64,716 |
- |
Settlement payable | (281,231) |
- |
Accrued expenses | (79,301) |
41,400 |
Other payables | - |
(2,857) |
Customer deposits | (25,000) |
- |
NET CASH USED IN OPERATING ACTIVITIES | 67,888 |
(314,093) |
CASH FLOWS USED IN INVESTING ACTIVITIES: | ||
Disposal (Acquisition) of property and equipment | 57,546 |
(4,246) |
NET CASH USED IN INVESTING ACTIVITIES | 57,546 |
(4,246) |
CASH FLOWS USED IN FINANCING ACTIVITIES: | ||
Loan payable American Dream International | (125,447) |
318,162 |
NET CASH USED IN FINANCING ACTIVITIES | (125,447) |
318,162 |
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS | (13) |
(177) |
CASH AND EQUIVALENTS, BEGINNING OF PERIOD | 68 |
783 |
CASH AND EQUIVALENTS, END OF PERIOD | 55 |
606 |
See accompanying notes to unaudited condensed financial statements.
VECTOR HOLDINGS CORPORATION |
(Formerly Vector Aeromotive Corporation) |
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 |
1. Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB Regulation S-B of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements and should be read in conjunction with Notes to Financial Statements contained in the Companys Annual Report on Form 10-KSB for the year ended December 31, 1998. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 1999 are not necessarily indicative of the results that may be expected for the year ended December 31, 1999. The preparation of the financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reporting period. Actual results could differ from those estimates. |
2. Inventories
The components of inventory consist of the following: | ||
September 30, 1999 |
September 30, 1998 |
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Raw Material | $- |
$186,355 |
Work-in Progress | - |
350,275 |
Finished Goods | - |
102,328 |
Total | $ - |
$536,630 |
3. Payables to Related Parties
As of September 30, 1999, the Company owed a total of $424,123 to Automobili Lamborghini S.p.A., $568,577 to Automobili Lamborghini U.S.A., and $1,126,588 to American Dream International Limited. |
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