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

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

Condensed Statements of Cash Flows - Six months ended June 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 six month period ended June 30, 1999 as the second 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 our Quarterly Report for the period ended March 31, 1999, this Quarterly Report for the period ended June 30, 1999 together with our filing of other past due Quarterly Reports for the periods ended September 30, 1999, 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 for the period ended June 30, 1999 that since the end of our fiscal year ended December 31, 1998, and since that date, we have generated no revenues from our business operations. During the quarter ended June 30, 1999, we had no operating revenues and by the end of the quarter we closed our offices. As a result of the cessation of our business operations, 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.

During the three month and six month periods ended June 30, 1999 our continuing business operations ceased and we had no operating revenues during these periods. This compares to revenues of $152,300 and $443,903 during the same three and six month periods of the prior year. We had a net losses of $123,249 ($.011 per share) and $322,435 ($.030 per share) for the three and six month periods June 30, 1999, which compares to a net losses of $64,493  ($.006 per share) and $60,545 ($.006) for the three and six month periods ended June 30, 1998. During the three and six month periods ended June 30, 1999 we continued to incur general and administrative expenses, which were $107,767 and $215,428, respectively.

At June 30, 1999 we had current assets of $339,656, consisting almost entirely of inventories, compared to current assets of $373,149 at December 31, 1998. Our current assets at December 31, 1998 reflected inventories of $337,467 and also included other receivables of $34,232, which other receivables were paid prior to the end of the June 30, 1999 quarter. Our current liabilities were $1,203,711 at June 30, 1999 compared to $1,202,703 at December 31, 1998. Our long-term liabilities at June 30, 1999 were $2,119,288 compared to $1,847,728 at December 31, 1998, which.consisted entirely of loans payable  to related parties.  See Note 3 to Notes to Financial Statements.

Because we had no operations during the three and six month periods ended June 30, 1999, we had  no significant changes in our balance sheet from December 31, 1998 to June 30, 1999. We also had  no new debt or equity financing of any kind during the period ended June 30, 1999. However, we did receive a refund of $34,232 from the Environmental Protection Agency related to our cessation of our automotive business, which had been reflected in other payables in prior periods.

Through the quarter ended June 30, 1999 we incurred an accumulated deficit of $40,246,451, an insignificant increase from $39,924,016 at December 31, 1998.

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.

None

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.

None

We are filing this Quarterly Report for the three month period ended June 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.

During the quarter ended June 30, 1999, 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.

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-QBS 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 Company’s Annual Report on Form 10-KSB for the year ended December 31, 1998. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the six months ended June 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.

The components of inventory consist of the following:

As of June 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.