<PAGE> 1
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                  FORM 10-KSB
(Mark One)
  [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

     For the fiscal year ended       March 31, 2004
                                     -----------------
  [ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

        For the transition period from ________ to __________

                Commission File Number       0-23502
                                            ----------

                            Vendalux Corporation
              --------------------------------------------------
              (Exact name of registrant as specified in charter)

        Delaware                                    33-0601505
------------------------------                 -------------------------
State or other jurisdiction of                 (I.R.S. Employer I.D. No.)
incorporation or organization

8800 North Gainey Center Drive, Suite 256, Scottsdale, Arizona    85258
--------------------------------------------------------------- ---------
(Address of principal executive offices)                       (Zip Code)

Issuer's telephone number, including area code (480) 443-0851
                                               ---------------
Securities registered pursuant to section 12(b) of the Act:

Title of each class                 Name of each exchange on which registered
        None                                             N/A
------------------                  -----------------------------------------

Securities registered pursuant to section 12(g) of the Act:

                    Common Stock, par value $0.001 per share
                    ----------------------------------------
                             (Title of class)

  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.
(1)  Yes [ ]  No [X]  (2)  Yes[X]  No  [ ]

  Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB.    [ ]



<PAGE> 2

  State issuer's revenues for its most recent fiscal year: $-0-

  State the aggregate market value of the voting stock held by nonaffiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days:  The Company's common stock does not have a trading market.

  As of July 9, 2004, the Registrant had 3,073,800 shares of common stock
issued and outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE

     List hereunder the following documents if incorporated by reference and
the part of the form 10-KSB (e.g., part I, part II, etc.) into which the
document is incorporated:  (1) Any annual report to security holders; (2) Any
proxy or other information statement; and (3) Any prospectus filed pursuant to
rule 424(b) or (c) under the Securities Act of 1933:  NONE


<PAGE>
<PAGE> 3

                                    PART I

                      ITEM 1. DESCRIPTION OF BUSINESS

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
-------------------------------------------------

     This periodic report contains certain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995 with
respect to the financial condition, results of operations, business
strategies, operating efficiencies or synergies, competitive positions, growth
opportunities for existing products, plans and objectives of management.
Statements in this periodic report that are not historical facts are hereby
identified as "forward-looking statements."

BUSINESS
--------

     The Company was incorporated in Delaware on May 4, 1992.  The Company has
had no operations and is currently seeking an acquisition or merger to bring
an operating entity into the Company.  The Company does not propose to
restrict its search for a business opportunity to any particular industry or
geographical area and may, therefore, engage in essentially any business in
any industry.  The Company has unrestricted discretion in seeking and
participating in a business opportunity, subject to the availability of such
opportunities, economic conditions, and other factors.

     The selection of a business opportunity in which to participate is
complex and risky. Additionally, as the Company has only limited resources, it
may be difficult to find good opportunities.  There can be no assurance that
the Company will be able to identify and acquire any business opportunity
which will ultimately prove to be beneficial to the Company and its
shareholders. The Company will select any potential business opportunity based
on management's business judgment.

     The activities of the Company are subject to several significant risks
which arise primarily as a result of the fact that the Company has no specific
business and may acquire or participate in a business opportunity based on the
decision of management which potentially could act without the consent, vote,
or approval of the Company's shareholders.  The risks faced by the Company are
further increased as a result of its lack of resources and its inability to
provide a prospective business opportunity with significant capital.


                  ITEM 2. DESCRIPTION OF PROPERTIES

     The Company's administrative offices are provided by the Company's
president, Tom Hofer. Without current operations, the space provided by Mr.
Hofer is adequate for the Company's needs.

                        ITEM 3. LEGAL PROCEEDINGS

     None.

<PAGE>
<PAGE> 4

     ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

     No matters were submitted to a vote of shareholders of the Company during
the fourth quarter of the fiscal year ended March 31, 2004.

                                PART II

     ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     The Company's Common Stock is not listed for trading.  Since its
inception, the Company has not paid any dividends on its Common Stock, and the
Company does not anticipate that it will pay dividends in the foreseeable
future. At July 9, 2004, the Company had approximately 109 shareholders.

     ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

OVERVIEW
--------

     Since its organization, the Company has not produced any revenue.  The
Company has been unable to locate another business opportunity and currently
has no material operations.

     Management of the Company believes the best chance to obtain value for
the shareholders is to seek a merger or acquisition with an existing business.
At this time, management has been unable to locate any potential mergers or
acquisitions.

     The investigation of specific business opportunities and the negotiation,
drafting, and execution of relevant agreements, disclosure documents, and
other instruments will require substantial management time and attention and
will require the Company to incur costs for payment of accountants, attorneys,
and others.  If a decision is made not to participate in or complete the
acquisition of a specific business opportunity, the costs incurred in a
related investigation will not be recoverable.  Further, even if an agreement
is reach for the participation in a specific business opportunity by way of
investment or otherwise, the failure to consummate the particular transaction
may result in the loss to the Company of all related costs incurred.

     Currently, management is not able to determine the time or resources that
will be necessary to locate and acquire or merge with a business prospect.
There is no assurance that the Company will be able to acquire an interest in
any such prospects, products or opportunities that may exist or that any
activity of the Company, regardless of the completion of any transaction, will
be profitable.

     If and when the Company locates a business opportunity, management of the
Company will give consideration to the dollar amount of that entity's
profitable operations and the adequacy of its working capital in determining
the terms and conditions under which the Company would consummate such an
acquisition.  Potential business opportunities, no matter which form they may
take, will most likely result in substantial dilution for the Company's
shareholders due to the issuance of stock to acquire such an opportunity.

<PAGE>
<PAGE> 5

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

     As of March 31, 2004, the Company had only nominal assets of $30 and
liabilities of $13,427.  The Company has only incidental ongoing expenses
primarily associated with maintaining its corporate status and maintaining the
Company's reporting obligations to the Securities and Exchange Commission.
Current management has indicated a williness to help support the Company's
ongoing expenses through the purchase of securities of the Company.

     For the twelve months ended March 31, 2004, the Company had $7,786 in
expenses related to maintaining its corporate status, and paying accounting
and legal fees.  Expenses were higher than in previous years as the Company
completed audits and accounting work.  Management anticipates only nominal
continuing expenses.

     Since inception the Company has not generated revenue and it is unlikely
that any revenue will be generated until the Company locates a business
opportunity with which to acquire or merge.  Management of the Company will be
investigating various business opportunities.  These efforts may cost the
Company not only out of pocket expenses for its management but also expenses
associated with legal and accounting cost.  There can be no guarantee that the
Company will receive any benefits from the efforts of management to locate
business opportunities.  The Company's financial statements contain a going
concern opinion on the Company's ability to continue in business.

     Management does not anticipate employing any employees in the future
until a merger or acquisition can be accomplished.  Management will continue
to rely on outside consultants to assist in its corporate filing requirements.

RESULTS OF OPERATIONS
---------------------

     The Company has not had no revenue since inception.  The Company
continues to suffer a small loss related to maintaining its corporate status
and reporting obligations.


                     ITEM 7.  FINANCIAL STATEMENTS

     The financial statements of the Company are set forth immediately
following the signature page to this Form 10-KSB.


         ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                 ACCOUNTING AND FINANCIAL DISCLOSURE


     The Company has had no disagreements with its certified public
accountants with respect to accounting practices or procedures or financial
disclosure.

<PAGE>
<PAGE> 6

                                PART III


     ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL
         PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT


     The following table sets forth as of July 1, 2004, the name, age, and
position of each executive officer and director and the term of office of each
director of the Company.

   Name           Age      Position       Director of Officer Since
   ----           ---      --------       -------------------------
Tom Hofer         57        President and           1999
                            Director

     Set forth below is certain biographical information regarding the
Company's executive officer and director.

     Tom Hofer for the past five years has been a private business consultant
in Scottsdale, Arizona.

     Except as indicated below, to the knowledge of management, during the
past five years, no present or former director, or executive officer of the
Company:

     (1)filed a petition under the federal bankruptcy laws or any state
insolvency law, nor had a receiver, fiscal agent or similar officer appointed
by a court for the business or property of such person, or any partnership in
which he was a general partner at or within two years before the time of such
filing, or any corporation or business association of which he was an
executive officer at or within two years before the time of such filing;

     (2)was convicted in a criminal proceeding or named subject of a pending
criminal proceeding (excluding traffic violations and other minor offenses);

     (3)was the subject of any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining him from or otherwise limiting, the
following activities:

           (i) acting as a futures commission merchant, introducing broker,
commodity trading advisor, commodity pool operator, floor broker, leverage
transaction merchant, associated person of any of the foregoing, or as an
investment advisor, underwriter, broker or dealer in securities, or as an
affiliate person, director or employee of any investment company, or engaging
in or continuing any conduct or practice in connection with such activity;

          (ii) engaging in any type of business practice; or

         (iii)engaging in any activity in connection with the purchase or sale
of any security or commodity or in connection with any violation of federal or
state securities laws or federal commodities laws;

     (4) was the subject of any order, judgment, or decree, not subsequently
reversed, suspended, or vacated, of any federal or state authority barring,
suspending, or otherwise limiting for more than 60 days the right of such
person to engage in any activity described above under this Item, or to be
associated with persons engaged in any such activity;

<PAGE>
<PAGE> 7

     (5) was found by a court of competent jurisdiction in a civil action or
by the Securities and Exchange Commission to have violated any federal or
state securities law, and the judgment in such civil action or finding by the
Securities and Exchange Commission has not been subsequently reversed,
suspended, or vacated.

     (6) was found by a court of competent jurisdiction in a civil action or
by the Commodity Futures Trading Commission to have violated any federal
commodities law, and the judgment in such civil action or finding by the
Commodity Futures Trading Commission has not been subsequently reversed,
suspended or vacated.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

     Tom Hofer, the Company's only officer and director, filed a form 3 late
and Jeff Holmes, a ten percent stock holder filed a form 3 late.


                   ITEM 10.  EXECUTIVE COMPENSATION

                       SUMMARY COMPENSATION TABLE

     The following tables set forth certain summary information concerning the
compensation paid or accrued for each of the Company's last three completed
fiscal years to the Company's or its principal subsidiaries chief executive
officer and each of its other executive officers that received compensation in
excess of $100,000 during such period (as determined at March 31, 2004, the
end of the Company's last completed fiscal year):

<TABLE>
<CAPTION>
                                                  Long Term Compensation
                                                  ----------------------

                     Annual Compensation              Awards         Payouts

                                            Other      Restricted
Name and                                   Annual      Stock     Options LTIP     All other
Principal Position Year  Salary  Bonus($) Compensation Awards   /SARs   Payout  Compensation
------------------ ----  ------  -------- ------------ ------   ------- ------  ------------
<S>              <C>     <C>    <C>      <C>          <C>      <C>     <C>     <C>
Tom Hofer           2004   $-0-     -0-       -0-         -0-      -0-     -0-       -0-
President and CEO
                    2003    -0-     -0-       -0-         -0-      -0-     -0-       -0-

                    2002    -0-     -0-       -0-         -0-      -0-     -0-       -0-
-----------------
</TABLE>

     Cash Compensation

     There was no cash compensation paid to any director or executive officer
of the Company during the fiscal years ended March 31, 2004, 2003, and 2002.

     Bonuses and Deferred Compensation

      None.

     Compensation Pursuant to Plans.

      None.

<PAGE>
<PAGE> 8

     Pension Table

      None.

     Other Compensation

      None.

     Compensation of Directors.

      None.

     Termination of Employment and Change of Control Arrangement

     There are no compensatory plans or arrangements, including payments to be
received from the Company, with respect to any person named in Cash
Compensation set out above which would in any way result in payments to any
such person because of his resignation, retirement, or other termination of
such person's employment with the Company or its subsidiaries, or any change
in control of the Company, or a change in the person's responsibilities
following a changing in control of the Company.

   ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

    The following table sets forth as of July 1, 2004, the name and the number
of shares of the Company's Common Stock, par value $0.001 per share, held of
record or beneficially by each person who held of record, or was known by the
Company to own beneficially, more than 5% of the 3,073,800 issued and
outstanding shares of the Company's Common Stock, and the name and
shareholdings of each director and of all officers and directors as a group.

Title
 of          Name of            Amount and Nature of     Percentage
Class    Beneficial Owner       Beneficial Ownership(1)   of Class
-----    ----------------       --------------------     ----------
Common   Tom Hofer                      1,366,034             44.44%
         8800 North Gainey
         Center Drive
         Suite 256
         Scottsdale, AZ

Common   Jeff Holmes                    1,366,033            44.44%
         600 Highway 50
         Pinewild at Marla Bay
         Unit 101
         Zephyr Cove, NV

OFFICERS, DIRECTORS AND NOMINEES:

Common   Tom Hofer                    ----------See Above----------
         All Officers
         and Directors
         as a Group (1 person)          1,366,034            44.44%
<FN>
(1) Indirect and Direct ownership are referenced by an "I" or "D",
respectively.  All shares owned directly are owned beneficially and of record
and such shareholder has sole voting, investment, and dispositive power,
unless otherwise noted.
</FN>

<PAGE>
<PAGE> 9

          ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

                   TRANSACTIONS WITH MANAGEMENT AND OTHERS.

     During the fiscal year ended March 31, 2004, there were no material
transactions, or series of similar transactions, since the beginning of the
Company's last fiscal year, or any currently proposed transactions, or series
of similar transactions, to which the Company was or is to be party, in which
the amount involved exceeds $60,000, and in which any director or executive
officer, or any security holder who is known by the Company to own of record
or beneficially more than 5% of any class of the Company's common stock, or
any member of the immediate family of any of the foregoing persons, has an
interest.  In 1999, the Company approved the issuance of 900,000 shares of
common stock to Mr. Hofer and 900,000 shares to Jeff Holmes for an aggregate
purchase price of $7,500.  At the time of the transaction the Company had no
money to pay for keeping the corporate status or paying ongoing legal and
accounting expenses.  These shares of common stock were purchased with a
promissory note which was paid off in 2003.  The Company issued the shares for
the note in 2003 when the note was paid in full.  In 2003 and 2004, Tom Hofer
and Jeff Holmes loaned the Company $2,987 and $4,727 to pay for operating
expenses.  As of March 31, 2004, a total aggregate amount of $7,994 was owed
to Mr. Hofer and Mr. Holmes.

     INDEBTEDNESS OF MANAGEMENT

     Except as set forth above, there were no material transactions, or series
of similar transactions, since the beginning of the Company's last fiscal
year, or any currently proposed transactions, or series of similar
transactions, to which the Company was or is to be a party, in which the
amount involved exceeds $60,000 and in which any director or executive
officer, or any security holder who is known to the Company to own of record
or beneficially more than 5% of any class of the Company's common stock, or
any member of the immediate family of any of the foregoing persons, has an
interest.

     TRANSACTIONS WITH PROMOTERS

     There have been no transactions between the Company and promoters during
the last fiscal year.

             ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

  (a)(1)FINANCIAL STATEMENTS.  The following financial statements are included
in this report:

Title of Document                                                  Page
-----------------                                                  ----

Independent Auditor's Report                                        F-1

Balance Sheets                                                      F-2

Statements of Operations                                            F-3

Statement of Stockholders' Equity                                 F-4-5

Statements of Cash Flows                                            F-6

Notes to Financial Statements                                    F-7-10


<PAGE> 10

 (a)(2)FINANCIAL STATEMENT SCHEDULES.  The following financial statement
schedules are included as part of this report:

     None.

 (a)(3)EXHIBITS.  The following exhibits are included as part of this report:

              SEC
Exhibit     Reference
Number       Number     Title of Document           Location
-------     ---------   -----------------           -------------
Item 3      Articles of Incorporation and Bylaws

 3.01           3       Articles of Incorporated      Incorporation
                                                      by reference*

 3.02           3       Bylaws                        Incorporated
                                                      by reference*

Item 4      Instruments Defining the Rights of Security Holders
-------     ---------------------------------------------------
 4.01           4       Specimen Stock Certificate    Incorporated
                                                      by reference*

31.01          31       CEO certification Pursuant
                        to 18 USC Section 1350, as
                        adopted pursuant to Section 302
                        of Sarbanes-Oxley Act of 2002    This Filing

31.02          31       CFO certification Pursuant
                        to 18 USC Section 1350, as
                        adopted pursuant to Section 302
                        of Sarbanes-Oxley Act of 2002    This Filing

32.01           32      CEO Certification pursuant to
                        section 906                      This Filing

32.02           32      CFO Certification pursuant to
                        Section 906                      This Filing


*  Incorporated by reference from the Company's registration statement on form
10-SB filed with the Commission, SEC file no. 0-23502.

                       ITEM 14. CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures. We believe our
disclosure controls and procedures (as defined in Sections 13a-14 ) and 15d-
14 ) of the Securities Exchange Act of 1934, as amended) are adequate, based
on our evaluation of such disclosure controls and procedures within 90 days of
this filing.

(b) Changes in internal controls. There were no significant changes in our
internal controls or in other factors that could significantly affect these
controls subsequent to the date of their evaluation.

<PAGE>
<PAGE> 11

                                SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated:

                                Vendalux Corporation

                                         /s/
Date: July 12, 2004            By: Tom Hofer, President and Director
                                (Principal Executive Officer)





                         
<PAGE>
<PAGE> 12


                           VENDALUX CORPORATION
                       (A Development Stage Company)


                                CONTENTS


                                                                   PAGE


Independent Auditor's Report                                        F-1

Balance Sheets                                                      F-2

Statements of Operations                                            F-3

Statement of Stockholders' Equity                                   F-4

Statements of Cash Flows                                            F-5

Notes to Financial Statements                                       F-6



<PAGE>
<PAGE> F-1

Child, Sullivan & Company
A PROFESSIONAL CORPORATION OF CERTIFIED PUBLIC ACCOUNTANTS
------------------------------------------------------------------------------
1284 West Flint Meadow Drive, Suite D, Kaysville, UT 84037  Ph:  801-927-1337
Fax:  801-927-1344



                         Independent Auditors' Report



Vendalux Corporation
Scottsdale, AZ


We have audited the accompanying balance sheet of Vendalux Corporation (the
Company) as of March 31, 2004, and the related statements of operations,
shareholder's equity and cash flows for the year then ended.  These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits. The financial statements of the Company as of March 31, 2003 and
for the period of May 4, 1992 (date of inception) though March 31, 2003 were
audited by another auditor whose report, dated June 26, 2003, expressed a
going concern qualified opinion on those statements.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States of America).  Those standards
require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement.  An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.  We believe
that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Company as of March 31,
2004, and the results of its operations and its cash flows for the year then
ended, in conformity with accounting principles generally accepted in the
United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  As discussed in Note 5 to the
financial statements, the Company is a development stage company with, among
other things, no revenues to date, which raises substantial doubt about its
ability to continue as a going concern. Management's plans in regard to these
matters are also described in Note 5.  The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.


Child, Sullivan & Company
     /s/
Child, Sullivan & Company
Kaysville, Utah
June 29, 2004

<PAGE>
<Page> F-2

                              VENDALUX CORPORATION
                         (A Development Stage Company)

                                BALANCE SHEETS


                                               March 31,          March 31,
                                                 2004               2003
                                             ------------      -------------
ASSETS

Current Assets:
   Cash in bank                                $        -       $         -
   Prepaid expense                                     30                80
                                               ----------       -----------
     Total Current Assets                              30                80
                                               ----------       -----------
Total Assets                                   $       30       $        80
                                               ==========       ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
   Accounts payable                            $    5,272       $       567
   Franchise tax payable                              161               102
   Accrued interest payable - stockholder loan        280                31
   Stockholder loan                                 7,714             4,727
                                               ----------       -----------
     Total Current Liabilities                     13,427             5,427
                                               ----------       -----------

STOCKHOLDERS' EQUITY (DEFICIT):
   Preferred stock; $.001 par value;
    1,000,000 shares authorized;
    no shares issued and outstanding
    either period                                       -                 -
   Common stock; $.001 par value,
    20,000,000 shares authorized;
    3,073,800 shares issued and
    outstanding both periods                        3,074             3,074
   Additional paid-in capital                       7,909             7,909
   Deficit accumulated during the development
    stage                                         (24,380)          (16,330)
                                               ----------       -----------
     Total Stockholders' Equity (Deficit)         (13,397)           (5,347)
                                               ----------       -----------
TOTAL LIABILITIES AND STOCKHOLDERS'  EQUITY    $       30       $        80
                                               ===========      ===========



  The accompanying notes are an integral part of these financial statements.
PAGE> F-3

                               VENDALUX CORPORATION
                            (A Development Stage Company)
                              STATEMENTS OF OPERATIONS

                                                                Cumulative
                                    For The       For The     from Inception,
                                  Year Ended     Year Ended   May 4, 1992, to
                                   March 31,      March 31,      March 31,
                                     2004          2003            2004
                                --------------  ------------  ---------------

Revenue                          $          -    $         -   $          -

Expenses:
   General and administrative           7,786          6,255         24,003
                                  ------------   -----------    ------------
Total Expenses                          7,786          6,255         24,003
                                  ------------   -----------    ------------
Net Loss From Operations               (7,786)        (6,255)       (24,003)

Other Income (Expense):
   Interest expense                      (264)           (68)          (377)
                                  ------------   -----------    ------------
Net Loss Before Income Taxes           (8,050)        (6,323)       (24,380)

     Provision for income taxes             -              -              -
                                  ------------   -----------    ------------
Net Income (Loss)                $     (8,050)   $    (6,323)  $    (24,380)
                                  ============   ============   ============
Net Loss Per Share               $      (0.00)   $     (0.00)
                                  ============   ===========
Weighted Average Common
  Shares Outstanding                3,073,800      3,073,800
                                  ============   ===========

  The accompanying notes are an integral part of these financial statements.
<PAGE> F-4

                                 VENDALUX CORPORATION
                            (A Development Stage Company)
                          STATEMENT OF SHAREHOLDERS' EQUITY
                        FROM INCEPTION, MAY 4, 1992, TO MARCH

<TABLE>
<CATION>

                                                                                       Deficit
                                                                                     Accumulated
                                                               Additional  Common     During the      Total
                                              Common Stock      Paid-In     Stock     Development  Shareholders'
                                           Shares      Amount   Capital   Subscribed    Stage        Equity
                                          --------   --------   --------  ----------- -----------  -------------
<c>                                       
        
        
       
         
          


Balance, March 31, 2001                   3,073,800  $ 3,074     $ 7,909   $ (2,865)   $ (9,347)     $ (1,229)
                                          ---------  -------     -------   ---------   ---------     ---------
Cash received on stock subscriptions            -        -           -        1,408         -           1,408

Net loss for the year ended March 31, 2002      -        -           -          -          (660)         (660)
                                          ---------  -------     -------   ---------   ---------     ---------
Balance, March 31, 2002                   3,073,800    3,074       7,909     (1,457)    (10,007)         (481)
                                          ---------  -------     -------   ---------   ---------     ---------
Cash received on stock subscriptions            -        -           -        1,457         -           1,457

Net loss for the year ended March 31, 2003      -        -           -          -        (6,323)       (6,323)
                                          ---------  -------     -------   ---------   ---------     ---------
Balance, March 31, 2003                   3,073,800    3,074       7,909        -       (16,330)       (5,347)
                                          ---------  -------     -------   ---------   ---------     ---------
Net loss for the year ended March 31, 2004      -        -           -          -        (8,050)       (8,050)
                                          ---------  -------     -------   ---------   ---------     ---------
Balance, March 31, 2004                   3,073,800  $ 3,074     $ 7,909   $    -      $(24,380)     $(13,397)
                                          ========= ========    ========   =========   =========     =========
</TABLE>


  The accompanying notes are an integral part of these financial statements.
<PAGE> F-5

                            VENDALUX CORPORATION
                       (A Development Stage Company)
                         STATEMENTS OF CASH  FLOWS

<TABLE>
<CAPTION>
                                                                                From Inception,
                                                    For The        For The       May 4, 1992,
                                                  Year Ended      Year Ended         To
                                                   March 31,      March 31,       March 31,
                                                    2004           2003            2004
                                                  -----------   -------------   ---------------
<c>                                               
           
             


Cash Flows from Operating Activities:
   Net loss                                       $ (8,050)      $ (6,323)       $  (24,380)
   Adjustments to reconcile net loss to net
   cash used in operating activities
    Common stock issued for services                   -              -                 849
    Changes in assets and liabilities:
     (Increase) decrease in prepaid expenses            50            (50)              (30)
     Increase in accounts payable                    4,705            267             5,272
     Increase (decrease) in franchise tax payable       59           (109)              161
     Increase in accrued interest payable -
       stockholder loan                                249             31               280
                                                  ---------       ---------        ---------
       Cash Used in Operating Activities            (2,987)        (6,184)          (17,848)
                                                  ---------       ---------        ---------
Cash Flows from Investing Activities                   -               -                -
                                                  ---------       ---------        ---------
Cash Flows from Financing Activities:
   Contributed capital for expenses                    -               -              1,888
   Stockholders' loans                               2,987           4,727            7,714
   Issuance of common stock for cash                   -               -                746
   Payments on common stock subscribed                 -             1,457            7,500
                                                  ---------       ---------        ---------
       Cash Provided by Financing Activities         2,987           6,184           17,848
                                                  ---------       ---------        ---------
Net Increase (Decrease) in Cash                        -               -                -

Cash - Beginning of Period                             -               -                -
                                                  =========       =========        =========
Cash - End of Period                              $    -         $     -         $      -
                                                  =========       =========        =========
Cash Paid for:
   Interest                                       $    -         $     -         $      -
   Income taxes                                   $    -         $     -         $      -
                                                  =========       =========        =========
Non-Cash Financing Activities:
   Common stock issued for services               $    -         $     -         $      849
                                                  =========       =========        =========
</TABLE>

  The accompanying notes are an integral part of these financial statements.

<PAGE>
<PAGE> F-6

                          VENDALUX CORPORATION
                     (A Development Stage Company)

                     Notes to Financial Statements

Note 1   Organization

Vendalux Corporation (the Company) was organized under the laws of the State
of Delaware on May 4, 1992 and has elected a fiscal year end of March 31.  The
Company is considered a development stage company as defined in SFAS No. 7.
The Company has at the present time not paid any dividends and any dividends
that may be paid in the future will depend upon the financial condition of the
Company and other relevant factors.  The Company has generated no revenues to
date.

Note 2   Summary of Significant Accounting Policies

Basis of Accounting   The accompanying financial statements of the Company
have been prepared on the accrual basis of accounting in accordance with
accounting principles generally accepted in the United States of America.

Net Earnings Per Share - The computation of net income (loss) per share of
common stock is based on the weighted average number of shares outstanding
during the periods presented.  There were no potentially dilutive securities
outstanding as of March 31, 2004 and 2003.

Income Taxes   Due to losses at March 31, 2004 and since inception, no
provisions for income taxes has been made.  There are no deferred income taxes
resulting from income and expense items being reported for financial
accounting and tax reporting purposes in different periods.  Deferred income
tax assets arising from net operating losses have been fully offset by
valuation allowances in accordance with SFAS No. 109 "Accounting for Income
Taxes" due to the uncertainty of their realization.  For the year ended March
31, 2004, the valuation allowance increased approximately $3,200.  Cumulative
net operating loss carry forwards totaling $24,000 begin to expire in 2007.

Cash and Cash Equivalents - For purposes of the statement of cash flows, the
Company considers all highly liquid debt instruments purchased with a maturity
of three months or less to be cash equivalents.  During the year ended March
31, 2004 and since inception on May 4, 1992, the Company did not have non-cash
investing activities.

Use of Estimates - The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual results could
differ from those estimates.

Note 3 - Common Stock Transactions

The Company at inception issued 400,000 shares of its common stock at $0.00125
per share for $500 cash.  The Company issued 24,600 shares of its common stock
at $0.01 per share for $246 cash in a private placement on September 30, 1993.

On March 1, 1994 the Company issued 849,200 shares of its common stock for
services valued at $849, or $0.001 per share.

<PAGE>
<PAGE> F-7

                         VENDALUX CORPORATION
                   (A Development Stage Company)

             Notes to Financial Statements (continued)


Note 3 - Common Stock Transactions

On July 30, 1999 the Company received stock subscriptions for the purchase of
1,800,000 shares of its common stock for total consideration of $7,500 or
approximately $0.00417 per share.  There were no amounts remaining on the
stock subscriptions receivable at March 31, 2004 and 2003.

At inception, 1,000,000 shares of preferred stock were authorized.  There were
no preferred shares issued or outstanding at March 31, 2004 and 2003.  The
Company's Board of Directors will determine rights and preferences regarding
preferred stock when and if such shares are issued.

Note 4   Related Party Transactions

During the years ended March 31, 2004 and 2003, an officer and certain
stockholders have advanced funds to the Company to pay for operating expenses
in the total amount of $2,987 and $4,727, respectively.  The funds are due
upon demand, are unsecured and carry simple interest at the rate of 4% per
annum.  At March 31, 2004, the officer and shareholders had advanced a total
of $7,714 and the accrued interest owed is $280.

The Company has no employees.  As of March 31, 2004 no compensation has been
paid or accrued to any officer or director of the Company since inception.
Officers and directors have provided minimal services since inception; however
no compensation has been paid or accrued due the nominal value of such
services.  An officer of the Company is providing a mailing address to the
Company without charge.  This service has been determined by the Company to
have only nominal value.

Note 5   Development Stage Company and Going Concern

The Company is in the development stage as defined in Financial Accounting
Standards Board Statement No. 7 and has incurred significant cumulative net
losses.  As reported in the financial statements, the Company has an
accumulated deficit of $24,380.  At March 31, 2004, the Company's only asset
is $30 of prepaid expenses.  The Company has current liabilities totaling
$13,427.

The Company has borrowed from its stockholders to pay for operating expenses.
The ability of the Company to continue as a going concern is dependent on the
Company obtaining adequate capital to fund operating losses until it is able
to engage in profitable business operations.  The Company's inability to
obtain additional funding, as required, would severely impair its business
operations and there can be no assurance that the Company's operating plan
will be successful.  If the Company is unable to obtain adequate capital it
could be forced to cease operations.

Ultimately, however, the Company will need to achieve profitable operations in
order to continue as a going concern.  Management cannot provide any
assurances that the Company will be successful in accomplishing any of its
plans.  The accompanying financial statements do not include any adjustments
that might be necessary if the Company is unable to continue as a going
concern.