U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                  FORM 10-QSB/A


[X]    Quarterly Report Under Section 13 or 15(d) of The Securities Exchange
        Act of 1934 for the Quarterly Period Ended September 30, 2002

[ ]    Transition Report Under Section 13 or 15(d) of The Securities Exchange
       Act of 1934 for the Transition Period from _______ to _______

Commission File Number: 000-17303


                           VECTOR HOLDINGS CORPORATION

        (Exact name of small business issuer as specified in its charter)


         Nevada                                 65-1021346
         ------                                 ----------
(State or other jurisdiction of        (IRS Employer Identification No.)
incorporation or organization)


                 1959 South Power Road, Building 103, Suite 158,
                    Mesa, Arizona 85206 (Address of principal
                               executive offices)

                                 (602) 762-8111
                           (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 reports), and (2)
has been subject to such filing requirements for the past 90 days.

                  Yes [x]                   No [ ]

         Number of shares of common stock outstanding as of September 14,
         2002:63,861,955. Number of shares of preferred stock outstanding as of
         September 14, 2002:1,254,857.


<PAGE>



                                TABLE OF CONTENTS

                          PART I. FINANCIAL INFORMATION



ITEM 1.  FINANCIAL STATEMENTS...............................................3

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS...............................4


                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS..................................................6

ITEM 2.  CHANGES IN SECURITIES..............................................7

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K...................................8

SIGNATURES..................................................................9





<PAGE>



ITEM 1.           FINANCIAL STATEMENTS

As used herein, the term "Vector" , or the "Company" refers to Vector Holdings
Corporation, a Nevada corporation, its subsidiary corporations and predecessors
unless otherwise indicated. Unaudited, consolidated financial statements
including a balance sheet for Vector for the period ended June 30, 2002, and
statement of operations, and statement of cash flows for the interim periods of
three months and nine months up to the date of such balance sheet and the
comparable periods of the preceding year are attached hereto as Pages F-1
through F-4 and are incorporated herein by this reference.


                                        3

<PAGE>



                          INDEX TO FINANCIAL STATEMENTS

                                                                          Page

Condensed Consolidated Balance Sheets -
September 30, 2002 (Unaudited) and December 31, 2001.......................F-1

Condensed Consolidated Statements of Operations- For the
Three and Nine Months Ended September 30, 2002 and 2001....................F-3

Condensed Consolidated Statements of Cash Flows- For the
Three and Nine Months Ended September 30, 2002 and 2001....................F-4

Notes to Unaudited Condensed Consolidated Financial Statements.............F-5

                                        4

<PAGE>



                   VECTOR HOLDINGS CORPORATION & SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                 AS OF SEPTEMBER 30, 2002 AND DECEMBER 31, 2001

[Unaudited]
<TABLE>
<CAPTION>
<S><C>

ASSETS                                                                     Sept 30, 2002               Dec 31, 2001
                                                                           -------------               ------------
CURRENT ASSETS:
Cash and cash equivalents                                             $                47,857      $                  -
Accounts receivable, net                                                                1,121                     4,258
Inventory                                                                              59,534                    59,627
Due from related parties                                                              349,138                     2,500
                                                                      -----------------------      --------------------
TOTAL CURRENT ASSETS                                                                  457,650                    66,385

PROPERTY AND EQUIPMENT ,NET                                                             4,724                       656

OTHER ASSETS:
Goodwill (customer database leads)                                                     10,000                         -
Deposits                                                                               32,677                     1,000
TOTAL OTHER ASSETS                                                                     42,677                     1,000
                                                                      -----------------------      --------------------
TOTAL ASSETS                                                          $               505,051      $             68,041


                   See Notes to Unaudited Financial Statements

                                       F-1

<PAGE>



                   VECTOR HOLDINGS CORPORATION & SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
           AS OF SEPTEMBER 30, 2002 AND DECEMBER 31, 2001 (CONTINUED)


LIABILITIES AND STOCKHOLDERS' (DEFICIT)                                          Sept 30, 2002          Dec 31, 2001
                                                                                 -------------          ------------

CURRENT LIABILITIES
Accounts payable and accrued expenses                                          $          184,183    $          148,276
Excess of outstanding checks over bank balances                                                 -                   420
Due to related parties                                                                    472,927                75,611
                                                                               ------------------    ------------------
TOTAL CURRENT LIABILITIES                                                                 657,110               224,307
LONG-TERM OBLIGATIONS                                                                           0                     0
STOCKHOLDERS' (DEFICIT)
Preferred stock ($.10 par value ,non-voting 5,000,000 shares authorized;                  125,486                     0
1,254,857 and -0- shares issued and outstanding at September 30, 2002
and December 31, 2001, respectively)
Common Stock ($.001 par value, 600,000,000 shares authorized;                              64,362                 9,478
64,361,955 and 9,477,644 issued and outstanding at September 30, 2002
and December 31, 2001, respectively)
Additional paid in capital                                                              7,716,172               326,842
Retained (deficit)                                                                    (8,058,079)             (492,586)
TOTAL STOCKHOLDERS' (DEFICIT)                                                           (152,059)             (156,266)
                                                                               ------------------    ------------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                    $          505,051    $           68,041

                   See Notes to Unaudited Financial Statements

                                       F-2

<PAGE>



                                    VECTOR HOLDINGS CORPORATION & SUBSIDIARIES
                            CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                          FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001


                         Three months               Three Months             Nine Months               Nine Months
                         ended Sept, 30,            Ended Sept. 30,          Ended Sept. 30,           ended Sept. 30,
                         2002                       2001                     2002                      2001
REVENUES
Sales                    $               199,158    $             159,995    $              347,240    $              252,938
Cost of Sales                           (56,609)                 (67,136)                 (109,999)                 (121,196)
Gross Profit                             142,549                   92,859                   237,241                   131,742

EXPENSES:
Selling, general                         553,151                   97,147                 7,802,734                   185,759
and
administrative
TOTAL                                    553,151                   97,147                 7,802,734                   185,759
EXPENSES

OPERATING                $             (410,602)    $             (4,288)    $          (7,565,493)    $             (54,017)
LOSS
OTHER                                          -                 (11,074)                         -                     2,072
INCOME
NET LOSS                 $             (410,602)    $            (15,362)    $          (7,565,493)    $             (51,945)
Net loss per share       $                (0.01)    $                  **    $               (0.26)    $               (0.01)
- basic and fully
diluted
Weighted                              50,636,955                9,477,666                28,792,203                 6,204,714
Average Shares
** Less than $.01
                   See Notes to Unaudited Financial Statements

                                       F-3

<PAGE>



                                    VECTOR HOLDINGS CORPORATION & SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001



                                                                                 Nine                     Nine months
                                                                                 months                 Ended Sept 30,
                                                                                 Ended Sept.                 2001
                                                                                 30, 2002
CASH FLOWS FROM OPERATING ACTIVITIES                                          $        (7,565,493)  $           (51,945)
Net Loss
Adjustments to reconcile net loss to net cash provided by (used in) operating
activities
Depreciation                                                                                   135                   450
Bad debt write-offs                                                                          3,137                     0
Common stock issued for services                                                         7,309,200                62,500
Preferred stock issued for services                                                        250,000                     0
(Increase) decrease in operating assets:
Accounts receivable                                                                              0                67,960
Inventory                                                                                       93                31,536
Prepaid expenses                                                                                 0               (4,500)
Deposits                                                                                  (31,677)                16,000
Due from related parties                                                                 (346,638)                19,728
Increase (decrease) in operating liabilities:
Accounts payable and accrued expenses                                                       35,907             (179,252)
Due to related parties                                                                     397,316                     0
Excess of outstanding checks over bank balance                                               (420)                19,466
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                                         51,560               18.0571
CASH FLOWS FROM FINANCING ACTIVITIES
Purchases of fixed assets                                                                  (3,703)                     0
Proceeds from related party note, net                                                            0                 8,973
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                                        (3,703)                 8,973
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                        47,857               (9,084)
CASH AND CASH EQUIVALENTS, BEGINNING OF THE PERIOD                                               -                 9,084
END OF THE PERIOD                                                                           47,857                     -

SUPPLEMENTARY CASH FLOW INFORMATION OF NON-CASH
FINANCING:
Common stock issued for services                                                         7,309,200                62,500
Preferred stock issued for services                                                        250,000                     -
Common stock issued for acquisition                                                         10,000                     -
SUPPLEMENTAL OPERATING AND FINANCING CASH
FLOWS
INFORMATION
Cash paid for inventory bulk purchase from unrelated company.                               47,500                     -



                                       F-4

<PAGE>
</TABLE>



                           VECTOR HOLDINGS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         September 30, 2002 (Unaudited)


NOTE 1 - BASIS OF PRESENTATION


The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and pursuant to the rules and regulations 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 consolidated financial statements.

In the opinion of management, the unaudited consolidated financial statements
contain all adjustments consisting only of normal recurring accruals considered
necessary to present fairly the Company's consolidated financial position at
September 30, 2002, the consolidated results of operations for the nine months
ended September 30, 2002 and 2001, and the consolidated cash flows for the nine
months ended September 30, 2002 and 2001. The results for the nine months ended
September 30, 2002, are not necessarily indicative of the results to be expected
for the entire fiscal year ending December 31, 2002.


                                       F-5

<PAGE>



ITEM  2. MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION

With the exception of historical facts stated herein, the matters discussed in
this report are "forward looking" statements that involve risks and
uncertainties that could cause actual results to differ materially from
projected results. Such "forward looking" statements include, but are not
necessarily limited to, statements regarding anticipated levels of future sales
and earnings from operations of the Company. Readers of this report are
cautioned not to put undue reliance on "forward looking" statements, which are,
by their nature, uncertain as reliable indicators of future performance. The
Company disclaims any intent or obligation to publicly update these "forward
looking" statements, whether as a result of new information, future events, or
otherwise. In addition the uncertainties include, but are not limited to
competitive conditions involving E-commerce, and the sales of specialty food
products over the Internet.

General Description of Business

As used in this Quarterly Report, the terms "we", "us", "our" and the "Company"
mean Vector Holdings Corporation, a Nevada corporation, formerly known as Vector
Aeromotive Corporation.

RESULTS OF OPERATIONS

The results, management's discussion and financial reports as of September 30,
2002 include the assets of Universal Data Services of Broward, Inc. and The
Potato Sack restaurant, these assets are no longer under the control or
ownership of the Company as of October 7, 2002 as set forth in the following
paragraphs.

Effective as of October 7, 2002, the Company completed the reversal of its
previous acquisition of Universal Data Services of Broward, Inc. ("UDS"). UDS is
a Florida corporation of which Michele Weintraub is president, Ms. Weintraub
became the wife of the then president of the Company, Allen Weintraub subsequent
to the purchase of the UDS interest and prior to its return. In accordance with
the purchase agreement executed by the parties, Ms. Weintraub as president of
UDS exercised UDS' right to redeem UDS and its assets as a result of the decline
in the market value of the Company's common stock below $0.25 per share. UDS
returned to the Company the 500,000 shares of Company common stock paid for the
purchase of UDS, which shares have been returned to the treasury. The Company
has returned the computer's, printers, desks, chairs, office equipment, leads,
client base and all obligations related to the office premises to UDS. As of
October 7, 2002, the Company no longer had any financial or ownership interest
in UDS.

Effective as of October 7, 2002, the Company forfeited the assets of The Potato
Sack, a restaurant operation it managed located in the Aventura Mall, Aventura,
Florida, to Miami Venture Capital, Inc. (MVC) a lender controlled by the then
president of the Company, Allen Weintraub. MVC agreed to forgive all
indebtedness owed by the Company arising from the purchase and operation of the
Potato Sack. In return for the forgiveness of that debt to MVC, and to avoid
litigation, the Company turned over the assets of The Potato Sack, including
inventory and other corporate owned assets of the Company, including furniture,
restaurant supplies and equipment located in The Potato Sack to MVC.



                                        4

<PAGE>



For the Three and Nine Months Ended September 30, 2002 and 2001.

Sales

Sales for the three and nine months ended September 30, 2002 were $199,158 and
$347,240 versus sales of $159,995 and $252,938 for the comparable period in
2001, an increase of 24% and 37%, respectively. These increases in revenues in
both three and nine month periods was primarily attributable to the Company's
sales of our specialty food products, Potato Sack food and beverage sales and
lead sales.

Expenses

Selling, general and administrative expenses for the three and nine-month
periods ended September 30, 2002 were $553,151 and $7,802,734, versus $97,147
and $185,759 for the comparable period in 2001, respectively, an increase of
over 470% and 4,100%, respectively. Expenses increased in both time periods
above as a result of the incurrence of common and preferred shares issued during
the first, second and third and quarters of 2002 in exchange for web site
development services, legal services, collateral fee and consulting expenses. We
anticipate not having to incur these expenses during the remainder of the
current fiscal year.

Cost of Sales

One of the largest factors in the variations in the cost of sales as a
percentage of net revenues is the cost of products.

Cost of sales for the three and nine months ended September 30, 2002 was $56,609
and $109,999 versus $67,136 and $121,196 for the same period in 2001,
respectively. The decrease was due to the related change in the mix of gross
product margins on Potato Sack operations that did not exist in the prior
period.

Impact of Inflation

We believe that inflation has had a negligible effect on operations during the
year. We believe that we can offset inflationary increases in the cost of sales
by increasing sales and improving operating efficiencies.

Trends, Events, and Uncertainties

Demand for our products will be dependent on, among other things, market
acceptance of the Bestfoodonline.com concept, the quality of our Web site and
general economic conditions, which are cyclical in nature. Inasmuch as a major
portion of our activities is the receipt of revenues from the sales of its
products, our business operations may be adversely affected by our competitors
and prolonged recessionary periods.

Liquidity and Capital Resources

         For the Nine Months Ended September 30, 2002 and 2001.


                                        5

<PAGE>



Cash flows provided by operations were $51,560 for the nine months ended
September 30, 2002 versus cash used of $18,057 for the same period in 2001.
Positive cash flows for 2002 were primarily from the net loss from operations
less the effects of issuance of common and preferred stock in exchange for
non-cash related services received during the nine months ended September 30,
2002.

We have funded our cash needs from inception through September 30, 2002 with a
series of related party, debt, and equity transactions, including private
placements.

We will substantially rely on the existence of revenue from product sales and
from the projected revenues of Best Food Online. We project that we will need
additional capital to fund operations over the next 12 months. If the projected
revenues of these divisions fall short of needed capital, the Company will not
be able to sustain its capital needs for more than six months. We will then need
to obtain additional capital through equity or debt financing to sustain
operations for an additional year. A lack of significant revenues beginning in
the remainder of fiscal 2002 will significantly affect the cash position of the
Company and move us toward a position where the raising of additional funds
through equity or debt financing will be necessary.

On a long-term basis, liquidity is dependent on continuation and expansion of
operations, receipt of revenues, additional infusions of capital and debt
financing. We are considering launching a wide scale marketing and advertising
campaign. Our current available capital and revenues are not sufficient to fund
such a campaign. If we choose to launch such a campaign it well require
substantially more capital. If necessary, we plan to raise this capital through
an additional follow-on stock offering. The funds raised from this offering will
be used to develop and execute the marketing and advertising strategy, which may
include the use of television, radio, print and Internet advertising. However,
there can be no assurance that we will be able to obtain additional equity or
debt financing in the future, if at all. If we are unable to raise additional
capital, our growth potential will be adversely affected. Additionally, we will
have to significantly modify our plans.

ITEM  3. CONTROLS  AND  PROCEDURES

(a) On September 30, 2002, our Chief Executive Officer and Chief Financial
Officer made an evaluation of our disclosure controls and procedures. In our
opinion, the disclosure controls and procedures are adequate because the systems
of controls and procedures are designed to assure, among other items, that 1)
recorded transactions are valid; 2) valid transactions are recorded; and 3)
transactions are recorded in the proper period in a timely manner to produce
financial statements which present fairly the financial condition, results of
operations and cash flows for the respective periods being presented. Moreover,
the evaluation did not reveal any significant deficiencies or material
weaknesses in our disclosure controls and procedures.

(b) There have been no significant changes in our internal controls or in other
factors that could significantly affect these controls since the last
evaluation.

PART II. OTHER INFORMATION

ITEM  1.  LEGAL PROCEEDINGS


                                        6

<PAGE>



As of November 14, 2002, the Company faces several lawsuits filed by various
former vendors. The Company has accrued $17,000 for a judgment filed against the
Company by a former landlord. The amount is probable of payment under Statement
of Financial Accounting Standards No. 5. The Company believes that adequate
provision has been made for all other judgments that may be awarded against the
Company.

On October 15, 2002, the Securities and Exchange Commission filed a civil action
in the United States District Court for the Southern District of Florida against
the Company, Allen E. Weintraub and Florida Stock Transfer, Inc. The action is
styled Securities and Exchange Commission v. Florida Stock Transfer, Inc.,
Vector Holdings Corporation, and Allen E. Weintraub, Case No. 02-023048-CIV
Ungaro-Benages/Brown, and as to the Company and Mr. Weintraub, alleges, inter
alia, violations of the federal securities laws by, among other things, failing
to make adequate disclosure regarding Mr. Weintraub' s background. On November
1, 2002, each of the Company, Mr. Weintraub and Florida Stock Transfer, Inc.
entered into a Permanent Injunction without admitting or denying any of the
allegations, except to admitting to the jurisdiction of the Court over them and
the subject matter of the claims. By virtue of the Permanent Injunction, Company
and Mr. Weintraub were restrained and enjoined from violation of Section 17(a)1)
of the Securities Act of 1933, Section 17(a)(2) and (3) of the Securities Act of
1933, Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5,
Section 13a of the Securities Exchange Act of 1934 and Rules 13a-1, 13a-11,
13a-13 and 12b-20 thereunder, and Section 13(a) of the Securities Exchange Act
of 1934 and Rule 13b2-2. As of November 14, 2002, the Judgment of Permanent
Injunction is subject to entry by the Court.

We may in the future become party to other legal actions in the ordinary course
of our specialty food distribution business. We cannot predict the outcome of
any legal actions that may be commenced in the future, if any. However, we
believe that any outcome of these proceedings, or all of them combined, will not
have a material adverse effect on our financial position or our existing
specialty food distribution business.

ITEM  2.  CHANGES IN SECURITIES

The following are details of unregistered sales of securities during the quarter
ended September 30, 2002:

On August 23, 2002, the Company issued an additional 18,000,000 common shares to
Mr. Weintraub as the Company originally miscalculated the conversion as 10 for 1
versus 25 to 1. On August 25, 2002, Allen Weintraub, our president and a
director, was issued 5,400,000 restricted and unregistered shares of common
stock in exchange for a salary adjustment. The stock certificate was issued to
the legal title of a company owned by Mr. Weintraub. This transaction was valued
at our closing stock price on the date of issuance of $.048 or $259,200.

On September 5, 2002, John Delisa, an unrelated consultant was issued 100,000
restricted and unregistered shares of common stock in exchange for investor
relations services. This transaction was valued at our closing stock price on
the date of issuance of $.04 or $4,000.





                                        7

<PAGE>



Item  6.  Exhibits and Reports on Form 8-K


(a)      Exhibits: Exhibits required to be attached by Item 601 of Regulation
         S-B are listed in the Index to Exhibits Beginning on page 13 of this
         Form 10-QSB, which is incorporated herein by reference.

         Reports on Form 8-K


         (1)      Resignation of transfer agent and discussion of an inquiry
                  from the Securities and Exchange Commission on our President
                  Allen Weintraub is incorporated by reference under Form 8-K
                  filed on November 1, 2002.

         (2)      Reversal of the previous acquisition of UDS is incorporated by
                  reference under Form 8-K filed on November 7, 2002 and as
                  amended on March 26, 2003.

         (3)      Forfeiture of the assets of the PS restaurant operation to a
                  lender in return for the forgiveness of certain debt to such
                  lender is incorporated by reference under Form 8-K filed on
                  November 7, 2002 and as amended on March 26, 2003.

         (4)      A change in control of the Company is incorporated by
                  reference under Form 8-K filed on March 7, 2003, reporting the
                  acquisition of 40,051,430 or 64% of all issued and outstanding
                  shares of common stock and 1,254,857 or 100% of all issued and
                  outstanding shares of preferred stock by Diversified Holdings
                  X, Inc., a Utah corporation. The change in control also
                  resulted in the appointment of Gino Carlucci as president and
                  director of the Company.


                                        8

<PAGE>



                                                    SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, there unto duly authorized.

VECTOR HOLDINGS CORPORATION



Date: April 1, 2003  __/s/ Gino Carlucci_______
                           Gino Carlucci
                           President

                                        9

<PAGE>



                                 CERTIFICATIONS

     I, Gino Carlucci, certify that:

     1.  I have reviewed this quarterly Report on Form 10-QSB/A of
         Vector Holdings Corporation;

     2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

     3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

     4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     (a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

     (b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

     (c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

     5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):

     (a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

     (b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

     6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: April 1, 2003    /s/ Gino Carlucci
                       --------------------------------------------------------
Sole Executive Officer (principal financial and accounting officer)

                                       10

<PAGE>



                             Controls and Procedures

5.       Evaluation of disclosure controls and procedures

Under the supervision and with the participation of the Company's Sole Executive
Officer, the Company evaluated the effectiveness of the design and operation of
our disclosure controls and procedures (as defined in Rule 13a-14(c) and
15d-14(c) under the Exchange Act) as of a date (the "Evaluation Date") within 90
days prior to the filing date of this report. Based upon that evaluation, the
Sole Executive Officer concluded that, as of the Evaluation Date, the Company's
disclosure controls and procedures are effective in timely alerting him to the
material information relating to the Company (or its consolidated subsidiaries)
required to be included in the Company's periodic SEC filings.

6.       Changes in internal controls.

There were no significant changes made in the Company's internal controls during
the period covered by this report or, to the Company's knowledge, in other
factors that could significantly affect these controls subsequent to the date of
the Sole Executive Officer's evaluation.

         /s/ Gino Carlucci
         ------------------
         Gino Carlucci
         Sole Executive Officer
         April 1, 2003


                                       11

<PAGE>



                            CERTIFICATION PURSUANT TO
                               18 U.S.C. ss. 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Vector Holdings Corporation (the
"Company") on Form 10- QSB/A for the period ending December 31, 2002, as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, Gino Carlucci, Sole Executive Officer of the Company, certify, pursuant to 18
U.S.C. ss. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that, to the best of my knowledge and belief:

               (1) the Report fully complies with the requirements
                  of Section 13(a) or 15(d) of the Securities
                  Exchange Act of 1934; and

               (2) the information contained in the Report fairly
                  presents, in all material respects, the financial
                  condition and result of operations of the Company.

/s/ Gino Carlucci
-----------------
Gino Carlucci
Sole Executive Officer
April 1, 2003

                                       12

<PAGE>


                                INDEX TO EXHIBITS

Exhibit           Page
No.               No.               Description

99                10       Certifications

99.1              12       Statement  required  by  18  U.S.C.  Section  1350,
                           as adopted pursuant to
                           section  906  of  the  Sarbanes-Oxley  Act  of  2002.



                                       13

<PAGE>