UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 12b-25

             [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q

For Period Ended: December 31, 2002 . . .            SEC FILE NUMBER 001-10559
                                                 CUSIP NUMBER       92240P 20 0

[x ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For Period Ended:
                  -------------------------------------------


Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.

If the notification relates to a portion of the filing checked above,  identify
the Item(s) to which the notification relates: Entire Form 10-KSB

Part I - Registrant Information

         Full Name of Registrant                 Vector Holdings Corporation

         Former Name if Applicable                        N/A
                                                          -----------

         Address of Principal Executive Office:
                             1959 South Power Road, Building 103, Suite 158
                             Mesa, Arizona 85206

Part II--RULES 12b-25 (b) AND (c)

         If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b) the following
should be completed. (Check box if appropriate)

[X]      (a)      The reasons described in reasonable detail in Part III of this
                  form could not be eliminated
                  without unreasonable effort or expense;

[X]               (b) The subject annual report, semi-annual report, transition
                  report on Form 10-K, Form 2-F, 11-F, or From N-SAR, or portion
                  thereof will be filed on or before the fifteenth calendar day
                  following the prescribed due date; or the subject quarterly
                  report or transition report on Form 10-Q, or portion thereof
                  will be filed on or before the fifth calendar day following
                  the prescribed due date; and





         (c)      The accountant's statement or other exhibit required by
                  Rule 12b-25(c) has been attached if applicable.

Part III - Narrative

         State below in reasonable detail the reasons why form 10-K, 11-K, 20-F,
10-Q or N-SAR or portion thereof could not be filed within the prescribed time
period.

         The Company has recently undergone a change in management and in
control. New management has experienced some unanticipated delays in gathering
and preparing the necessary documentation to prepare the Company's 10-KSB for
the year ended December 31, 2002. The Company will be unable to complete the
Form 10-KSB on a timely basis without unreasonable effort or expense.

Part IV - Other Information

         (1)      Name and telephone number of person to contact in regard
                  to this notification.

                           Gino Carlucci   President     (602) 762-8111
                           --------------------------------------------------
                           (Name)            (Title)  (Telephone Number)

         (2)      Have all other periodic reports required under section 13 or
                  15(d) of the Securities Exchange Act of 1934 or section 30 of
                  the Investment Company Act of 1940 during the 12 months or for
                  such shorter period that the registrant was required to file
                  such report(s) been filed? If the answer if no, identify
                  report(s).
                                 (X ) Yes ( ) No

         (3)      Is it anticipated that any significant change in results of
                  operations from the corresponding period for the last fiscal
                  year will be reflected by the earnings statements to be
                  included in the subject report or portion thereof?
                                 ( ) Yes (X ) No
                  If so, attach an explanation of the anticipated change, both
                  narrative and quantitatively, and, if appropriate, state the
                  reasons why a reasonable estimate of the results cannot be
                  made - Corporate offices and management changes.

                           N/A


                        --------------------------------
                          Vector Holdings Corporation
                  (Name of Registrant as specified in Charter)

has caused  this  notification  to be signed on its  behalf by the  undersigned
thereunto duly authorized.


Date:     March 28, 2003                             By:  /s/ Gino Carlucci
         -----------------------------------            ----------------------
                                                        Name: Gino Carlucci
                                                        Title: President