8-K/A

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 8-K/A

                                 CURRENT REPORT

                                 AMENDMENT NO. 1

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


       Date of Report (Date of Earliest Event Reported):  October 22, 2001

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

                                     Nevada
                                     ------
                 (State or Other Jurisdiction of Incorporation)

                                    000-17303
                                    ---------
                            (Commission File Number)

                                   65-1021346
                                   ----------
                      (I.R.S. Employer Identification No.)

             19495 Biscayne Blvd., Ste 807, Aventura, Florida 33180
             ------------------------------------------------------
        (Address of Principal Executive Offices)               (Zip Code)

                                 (305) 249-0687
                                 --------------
              (Registrant's Telephone Number, Including Area Code)





This current report on Form 8-K is filed by Vector Holdings Corporation Inc., a
Nevada corporation (the "Registrant"), in connection with the matters described
herein.

ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

On October 22, 2001, Grassano Accounting, P.A. resigned as the Registrant's
independent auditors. On October 24, 2001, the Registrant engaged Bongiovanni &
Associates, P.A. as its new independent auditors. The decision to change
accountants was recommended and approved by the Registrant's Board of Directors.

None of the reports of Grassano Accounting, P.A. on the financial statements of
the Registrant for either of the past two fiscal years contained an adverse
opinion or a disclaimer of opinion, or was qualified or modified as to
uncertainty, audit scope or accounting principles.  During the Registrant's two
most recent fiscal years and the subsequent interim period immediately preceding
the date of the resignation of Grassano Accounting, P.A., the Registrant had no
disagreements with Grassano Accounting, P.A. on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreement(s), if not resolved to the satisfaction of
Grassano Accounting, P.A., would have caused Grassano Accounting,
P.A. to make reference to the subject matter of the disagreement(s) in
connection with its reports on the financial statements of the Registrant.

None of the reportable events listed in Item 304(a)(1)(v) of Regulation S-K
under the Exchange Act occurred with respect to the Registrant's two most recent
fiscal years or the subsequent interim period preceding the dismissal of
Grassano Accounting, P.A.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits

The exhibits listed in the Exhibit Index filed as part of this report are filed
as part of or
are included in this report.




                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the
Registrant has duly caused this report to be signed on its behalf by the
undersigned
hereunto duly authorized.


                    VECTOR HOLDINGS CORPORATION
                    ---------------------------
                    (Registrant)


                                   ______________________________
                                   By: Allen Weintraub, President







                                  EXHIBIT INDEX


Exhibit
Number     Description
------     -----------

16.1       Letter from Grassano Accounting, P.A.
16.2       Letter Regarding Change in Certifying Accountant

EX-16.1

                                  EXHIBIT 16.1


[LETTERHEAD OF GRASSANO ACCOUNTING, P.A.]

October 22, 2001

Board of Directors
Vector Holdings, Inc.
19495 Biscayne Blvd, Ste 807
Aventura, Florida 33180

Re:     Resignation Letter

Dear Board of Directors:

As of the date of this letter, we hereby resign as auditors for Vector Holdings,
Inc. We are resigning from the engagement because your company owes us
$18,975.32 for our past services.

All of our past opinions have been unqualified. Your management has always
supplied us with all necessary information and we have been able to rely on all
of management's representations. There have been no scope limitations, and the
internal controls have been adequate for your management to develop reliable
financial statements. Management has also never disagreed with any of our
adjustments or recommendations.

Sincerely,

N. Richard Grassano
President

cc: Richard Rubin

EX-16.2

                                  EXHIBIT 16.2


[LETTERHEAD OF GRASSANO ACCOUNTING, P.A.]

November 1, 2001

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Re:     Vector Holdings Corporation (the "Company")

Commissioners:

We have read the statements made by Vector Holdings Corporation, which we
understand will be filed with the Commission, pursuant to Item 4 of Form 8-K, as
part of the Company's Form 8-K/A report dated November 1, 2001
We agree with the statements concerning our Firm in such Form 8-K/A; however, we
have no basis to agree or disagree with the Company's statements
regarding Bongiovanni & Associates, P.A.

Very truly yours,


 /s/ N. Richard Grassano, CPA
______________________________
Grassano Accounting, P.A.