|**UNITED STATES**                                                                                                                                                                                                                                                                                                                         
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|**SECURITIES AND EXCHANGE COMMISSION**                                                                                                                                                                                                                                                                                                    
|**Washington, DC 20549**                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                          
|Form 10-QSB                                                                                                                                                                                                                                                                                                                               
|(Mark one)                                                                                                                                                                                                                                                                                                                                
|[ X ] QUARTERLY
    REPORT UNDER SECTION 13 OR 15 (d) OF THE                                                                                                                                                                                                                                                                              
|SECURITIES
    EXCHANGE ACT OF 1934                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                          
|For the
    quarterly period ended: June 30, 2001                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                          
|[  ]
    TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE                                                                                                                                                                                                                                                                              
|SECURITIES
    EXCHANGE ACT OF 1934                                                                                                                                                                                                                                                                                                       
|For
    the transition period from ____________ to _____________                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                          
|Commission
    file number: 0-17303                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                          
|**VECTOR
    HOLDINGS CORPORATION**                                                                                                                                                                                                                                                                                                       
|(Exact
    name of small business issuer as specified in its charter)                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                          
|****Nevada                                                                                                                                                                                                                                                                                                                                
|(State or
    other jurisdiction of incorporation or organization)                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                          
|120 NE 179th Street,
    Miami, FL                                                                                                                                                                                                                                                                                                        
|(Address of
    principal executive offices)                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                          
|(305)
    681-5191                                                                                                                                                                                                                                                                                                                        
|(Issuers
    telephone number)                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                          
|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 [X] No [  ]

|APPLICABLE ONLY TO CORPORATE
    ISSUERS                                                                                                                                                                               
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|State the number of shares
    outstanding of each of the issuers classes of common equity, as of the latest
    practicable date: Common Stock, $.001 par value 9,477,666 shares outstanding as of June
    30, 2001.
|Transitional Small
    Business Disclosure Format: Yes __ No X                                                                                                                                                         











TABLE OF CONTENTS

|**PART I. FINANCIAL INFORMATION**                           | Page
|----------------------------------------------------------- | ----
|                                                            |     
|Item 1. Financial Statements (Unaudited)                    | 2   
|Item 2. Managements Discussion and Analysis                | 5   
|                                                            |     
|**PART II. OTHER INFORMATION**                              |     
|                                                            |     
|Item 1. Legal Proceedings                                   | 7   
|Item 2. Changes in Security                                 | 7   
|Item 3. Default Upon Senior Securities                      | 7   
|Item 4. Submission of Matters to a Vote of Security Holders | 7   
|Item 5. Other Information                                   | 7   
|Item 6. Exhibits and Reports on Form 8-K                    | 8   





PART I FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

|                                                                                                                      | Page
|--------------------------------------------------------------------------------------------------------------------- | ----
|Condensed
    Consolidated Balance Sheets-June 30, 2001 (Unaudited) and December 31, 2000                             | 2   
|Condensed
    Consolidated Statements of Operations-For the Three Months Ended June 30, 2001 and 2000
    (Unaudited) | 3   
|Condensed
    Consolidated Statements of Cash Flows-For the Three Months Ended June 30, 2001 and 2000
    (Unaudited) | 3   
|Notes to
    Unaudited Condensed Consolidated Financial Statements                                                    | 4   



|VECTOR
    HOLDINGS CORPORATION AND SUBSIDIARY                                      
|------------------------------------------------------------------------------------
|CONDENSED
    CONSOLIDATED BALANCE SHEETS                                           
|                                                                                    
|                                                                                    
|                                                                                    
|ASSETS                                                                              
|Current Assets                                                                      
|Cash and cash
    equivalents                                                       
|Accounts
    receivable, net                                                        
|Inventory                                                                           
|Due from affiliate                                                                  
|Total
    current assets                                                            
|                                                                                    
|PROPERTY AND EQUIPMENT, net                                                         
|OTHER ASSETS                                                                        
|TOTAL ASSETS                                                                        
|                                                                                    
|LIABILITIES
    AND STOCKHOLDERS' EQUITY                                            
|Current liabilities                                                                 
|Accounts payable                                                                    
|Payroll taxes
    payable                                                           
|Other accrued
    liabilities                                                       
|Total
    current liabilities                                                       
|                                                                                    
|Long-term obligations                                                               
|TOTAL LIABILITIES                                                                   
|                                                                                    
|Stockholders' equity (deficit)                                                      
|Common stock, par
    value $.001 per                                               
|share, 600,000,000
    shares authorized;                                           
|issued and
    outstanding: 9,477,666                                               
|at June 30, 2001
    and 3,252,666 at December 31, 2000                             
|                                                                                    
|Additional paid-in capital                                                          
|Accumulated deficit                                                                 
|Accumulated other comprehensive
    income                                          
|TOTAL
    STOCKHOLDERS' EQUITY (DEFICIT)                                            
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                          
|See
    accompanying notes to unaudited condensed consolidated financial statements.



|VECTOR
    HOLDINGS CORPORATION AND SUBSIDIARY                                                                               
|-----------------------------------------------------------------------------------------------------------------------------
|CONDENSED
    CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2001 AND
    2000 (Unaudited)

|                                                                                     | Three Months
    Ended 
    June 30 |  | Three Months
    Ended 
    June 30 |  | Six
    Months Ended
    June 30 |  | Six
    Months
    Ended
    June 30
|------------------------------------------------------------------------------------ | ----------------------------------- |  | ----------------------------------- |  | -------------------------------- |  | ------------------------------------
|                                                                                     | 2001                                |  | 2000                                |  | 2001                             |  | 2000                                
|                                                                                     |                                     |  | (restated)                          |  |                                  |  | (restated)                          
|Net
    Sales                                                                        | $92,943                             |  | $203,383                            |  | $243,029                         |  | $371,685                            
|Cost of
    sales                                                                    | 54,060                              |  | 85,763                              |  | 105,870                          |  | 213,069                             
|Gross
    profit (loss)                                                              | 38,883                              |  | 117,620                             |  | 137,159                          |  | 158,616                             
|                                                                                     |                                     |  |                                     |  |                                  |  |                                     
|Operating expenses                                                                   |                                     |  |                                     |  |                                  |  |                                     
|Marketing and Sales                                                                  | 1,542                               |  | 9,347                               |  | 15,532                           |  | 19,784                              
|General and administrative                                                           | 87,070                              |  | 85,164                              |  | 250,036                          |  | 145,268                             
|Total operating expenses                                                             | 88,612                              |  | 94,511                              |  | 265,568                          |  | 165,052                             
|Income
    (loss) from Operations                                                    | (49,729)                            |  | 23,109                              |  | (128,409)                        |  | (6,436)                             
|                                                                                     |                                     |  |                                     |  |                                  |  |                                     
|Other
    income (expense)                                                           |                                     |  |                                     |  |                                  |  |                                     
|Other income                                                                         | 16,350                              |  | 5,000                               |  | 16,350                           |  | 15,000                              
|Interest expense                                                                     | 3,204                               |  | 26,487                              |  | 6,654                            |  | 52,038                              
|                                                                                     |                                     |  |                                     |  |                                  |  |                                     
|NET
    INCOME (NET LOSS)                                                            | $(36,583)                           |  | $1,622                              |  | $(118,713)                       |  | $(43,474)                           
|NET
    INCOME (LOSS) PER SHARE-Basic                                                | $(0.00)                             |  | $0.00                               |  | $(0.02)                          |  | $(0.01)                             
|NET
    INCOME (LOSS) PER
    SHARE-Diluted                                          | $(0.00)                             |  | $0.00                               |  | $(0.01)                          |  | $(0.00)                             
|WEIGHTED
    AVERAGE COMMON AND
    COMMON                                           |                                     |  |                                     |  |                                  |  |                                     
|EQUIVALENT
    SHARES-BASIC                                                          | 7,930,413                           |  | 6,107,280                           |  | 7,890,373                        |  | 6,107,280                           
|WEIGHTED
    AVERAGE COMMON AND
    COMMON                                           |                                     |  |                                     |  |                                  |  |                                     
|EQUIVALENT
    SHARES-DILUTED                                                        | 11,112,703                          |  | 10,203,856                          |  | 11,072,663                       |  | 10,203,856                          
|See
    accompanying notes to unaudited condensed consolidated financial statements.



|VECTOR
    HOLDINGS CORPORATION AND SUBSIDIARY                                                                     
|-------------------------------------------------------------------------------------------------------------------
|CONDENSED
    CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2001 AND 2000
    (Unaudited)

|                                                                                     | Six Months
    Ended June 30, 2001 | Six Months Ended June 30, 2000
|------------------------------------------------------------------------------------ | ---------------------------------- | ------------------------------
|CASH FLOWS FROM OPERATING
    ACTIVITIES:                                            |                                    | (Restated)                    
|Net loss                                                                             | $(118,713)                         | $(43,474)                     
|Adjustments to reconcile net
    loss to net cash used in operating activities:      |                                    |                               
|Depreciation and amortization                                                        | 597                                | -                             
|Stock issued for officers'
    compensation                                          | 62,500                             | -                             
|(Increase) decrease in:                                                              |                                    |                               
|Accounts
    receivable                                                              | 67,960                             | (9,178)                       
|Inventories                                                                          | 31,536                             | (23,092)                      
|Due from related
    affiliate                                                       | (750)                              | -                             
|Prepaid expenses
    and other assets                                                | (4,500)                            | (200)                         
|Increase (decrease) in                                                               |                                    |                               
|Accounts payable                                                                     | (62,739)                           | 20,288                        
|Payroll taxes
    payable                                                            | 19,205                             | 7,978                         
|Other accrued
    expenses                                                           | -                                  | 29,251                        
|NET CASH USED IN OPERATING
    ACTIVITIES                                            | (4,904)                            | (18,427)                      
|                                                                                     |                                    |                               
|CASH FLOWS FROM INVESTING
    ACTIVITIES                                             | -                                  | -                             
|                                                                                     | -                                  | -                             
|CASH FLOWS FROM FINANCING
    ACTIVITIES:                                            |                                    |                               
|Proceeds from note
    payable-related party (net)                                   | 4,820                              | 18,427                        
|NET CASH PROVIDED BY FINANCING
    ACTIVITIES:                                       | 4,820                              | 18,427                        
|                                                                                     |                                    |                               
|NET INCREASE (DECREASE) IN CASH
    AND EQUIVALENTS                                  | $(84)                              | $ -                           
|CASH AND EQUIVALENTS, BEGINNING
    PERIOD                                           | $84                                | $55                           
|CASH AND EQUIVALENTS, END OF
    PERIOD                                              | $ -                                | $55                           
|                                                                                     |                                    |                               
|SUPPLEMENTAL DISCLOSURE OF CASH
    FLOW INFORMATION:                                |                                    |                               
|Cash paid during the period for:                                                     |                                    |                               
|Interest                                                                             | $52,038                            | $6,654                        
|Income Tax                                                                           | $ -                                | $ -                           
|See
    accompanying notes to unaudited condensed consolidated financial statements.



|VECTOR HOLDINGS CORPORATION AND
    SUBSIDIARY                    
|------------------------------------------------------------------
|Notes to unaudited condensed
    consolidated financial statements

**1. Basis of Presentation**

The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB and 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  Annual Report of Vector Holdings Corporation (the
"Company") on Form 10-KSB for the year ended December 31, 2000. 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, 2001 are not necessarily
indicative of the results that may be expected for the year ended December 31, 2001.

The preparation of 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. Payables to Related Parties**

As of June 30, 2001, the Company owed a total of $302,594 to Automobili
Lamborghini S.p.A., and $862,626 to OPM Management of Florida, Inc., an affiliate of Allen
Weintraub.

**3. Restatement of Financial Statements**

Although the merger with BESTFOODONLINE.COM, INC. did not occur until
January 1, 2001, the statements of operations and statements of cash flow for the periods
ended June 30, 2000 were restated for comparative purposes as if the merger had occurred
December 31, 1999.

**Item 2. Managements 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
"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.

As used in this Quarterly Report,  the terms 
"we", "us", "our" and the "Company" mean Vector
Holdings Corporation, a Nevada corporation, formerly Vector Aeromotive Corporation. We
changed our name to Vector Holdings Corporation on June 26, 2000 because we were no longer
in the automotive business.

It should be noted that subsequent to our year ended December 31, 2000,
we entered into an agreement to acquire all of the shares of Bestfoodonline.com,
Inc.("Bestfood") effective in January 2001, as reported in our Form 8-K filed on
January 18, 2001. We state in each item of this Quarterly Report on Form10-QSB whether the
disclosure relates to the Company, Bestfood or both entities on a consolidated basis.

Recent Acquisition of Bestfoodonline.com

Pursuant to an Agreement and Plan of Share Exchange dated January 3,
2001 (the "Agreement") between Bestfoodonline.com Inc., a Florida corporation,
the shareholders of Bestfood and the Company, Bestfoodonline.com Inc.,
("Bestfood") was acquired in a share exchange by the Company (the
"Acquisition"). Reference is made to the Company's Form 8-K Report filed on
January 18, 2001, which is incorporated by reference. The Agreement was adopted by the
unanimous consent of the Board of Directors of the Company, Bestfood and approved by the
sole shareholder of Bestfood, Allen Weintraub. This Quarterly Report for the period ended
June 30, 2001, includes the unaudited consolidated financial statements reflecting
the Acquisition by the Company of Bestfood.

Business of Bestfoodonline.com

Bestfoodonline.com, Inc.
("Bestfood"), a Florida corporation, was founded in January 2000 as an online
food store, marketing high quality specialty foods. In July 2000, Bestfood acquired the
assets, including the clients/customer base, of Distinguished Specialty Foods, Inc., a
Florida corporation ("Distinguished"), which was formed in October 1998 to
engage in the business of wholesale distribution of a wide variety of specialty food
products principally to the hospitality industry. The hospitality industry includes,
airlines, hotels, restaurants and resorts. The present business of the Company is the
wholesale distribution of specialty food products to the hospitality industry and we also
distribute our products on a wholesale basis to certain supermarkets. Bestfood is
headquartered at 120 NE 179th Street, Miami, FL and is a full-service wholesale
food distributor. In addition, we have also commenced operations of a web site for the
sale and distribution of specialty food products over the Internet. See "Internet
Distribution" below. The description of the business of Bestfood includes the
operations acquired in the transaction with Distinguished.

Bestfood believes that it is one
of the growing regional wholesale food distributors in South Florida with distribution
throughout South Florida and the Florida Keys, as well as to island resorts in the Bahamas
and Caribbean. Bestfood supplies a wide selection of food products and our product list
includes specialty food products such as caviar, foie gras, exotic meats, wild mushrooms
and truffle products, imported spices, imported pastas and cheeses, imported olives and
olive oils, imported chocolates and other specialty food products including Asian, Indian
and Jamaican ethnic specialties. We sell and deliver our specialty food products to more
than 500 business customers principally in the hospitality industry. Bestfood offers its
customers a dependable supply and prompt delivery of over 950 specialty food items at
competitive prices. While a vast majority of our sales are to wholesale customers, we have
commenced direct retail sales through our web site, www.Bestfoodonline.com offering our
full line of products.

Results of Operations

During the three-month period ended June 30, 2001, we had net sales of
$92,943 compared to net sales of $203,383 during the same period of the prior year. Our
costs of sales were $54,060 during the three-months ended June 30, 2001 and $85,763 during
the three-months ended June 30, 2000. Our operating expenses decreased from $94,511 during
the three-month period ended June 30, 2000 to $88,612 during the three-month period ended
June 30, 2001. This decrease was mainly due to decreasing marketing expenses. General and
administrative expenses increased only slightly. We had a loss from operations of $49,729
during the three-months ended June 30, 2001 compared to an income from operations of
$23,109 during the same period of the prior year. We incurred interest expenses of $3,204
and $26,487 during the three-month periods ended June 30, 2001 and 2000, respectively. Our
net loss for the three-month period ended June 30, 2001 was $36,583 compared to a net
income of $1,622 during the same period in the prior year.

Liquidity and Capital Resources

At June 30, 2001 and December 31, 2000, we
had current assets of $123,988 and $222,818, respectively. Our current assets at June 30,
2001 and December 31, 2000 were principally comprised of accounts receivable, inventory
and funds due from an affiliate. At June 30, 2001 and December 31, 2000, we had inventory
of $123,988 and $222,818, respectively. Out total assets decrease by 39% to $149,715
at June 30, 2001 compared to $244,642 at December 31, 2000.

We had total current liabilities of
$235,318 at June 30, 2001 compared to $278,852 at December 31, 2000. We reduced our
accounts payable from $99,920 at December 31, 2000 to $37,181 at June 30, 2001. We had
$42,775 of payroll taxes due at June 30, 2001. Other accrued liabilities were $155,362 at
June 30, 2001. We still reflect an indebtedness to Automobili Lamborghini S.p.A. in the
amount of $302,594 and to OPM Management of Florida, Inc. in the amount of $862,626, under
long-term liabilities. Mr. Weintraub is an affiliate of OPM. See aslo Note 2 to Notes
to Condensed Consolidated Financial Statements. Our total liabilities were $1,400,538 and
$1,472,061 at June 30, 2001 and December 31, 2000, respectively.

Our net cash used in operating activities
decreased from $18,427 during the six-month period ended June 30, 2000 to $4,904 used
during the six-month period ended June 30, 2001. This decrease was principally
attributable due to non-cash compensation to officers and a decrease in accounts
receivable. We had no cash used in investing activities. We financed our negative cash
flow from operations through proceeds from the issuance of notes to related parties.



PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Reference is made to Note 8 to the Notes to Financial Statements
which are included in our Annual Report on Form 10-KSB for the year ended December 31,
2000, which is incorporated by reference.

**Item 2. Changes in Security**

During the three-month period ended June 30, 2001, we issued 2 million restricted
shares to Allen Weintraub pursuant to the Acquisition of Bestfood, which acquisition took
place during the first quarter. The restricted shares were issued in reliance upon the
exemption from the registration requirements of the Section Act of 1933, as amended (the
"Act") based upon Section 4(2) under the Act.

**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.

Item 4. Submission of Matters to a Vote of Security Holders

None.

Item 5. Other Information

None.

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-K for the year ended December 31, 1997, previously filed and the Annual Reports
    on Form 10-KSB for the years ended 2000, 1999 and 1998, which are incorporated herein by
    reference.

(b) Form 8-K.

During the three months ended June 30, 2001, we filed no Current Report
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: August 14, 2001                 
|Miami, FL