SECURITIES AND EXCHANGE COMMISSION
                           Washington D.C.  20549

                                 FORM 10-QSB


[X]  Quarterly  Report Under Section 13 or 15(d) of the Securities  Exchange Act
     of 1934

     For the Quarter Ended: December 31, 2005

[]   Transition Report Under Section 13 or 15(d) of the Securities  Exchange Act
     of 1934

        For the Transition Period from _____________ to ____________

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

                           Vendalux Corporation
               ----------------------------------------------
               (Name of Small Business Issuer in its charter)

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

         1225 W. Washington Street, Suite 213, Tempe, Arizona 85281
 --------------------------------------------------------------------------
         (Address of principal executive offices and Zip Code)

                                 (602) 778-7505
              ----------------------------------------------------
              (Registrant's telephone number, including area code)


     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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[]

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]

     Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.

Common Stock, Par Value $0.001                         3,073,800
--------------------------------                ----------------------------
Number of Shares Outstanding                             Title of Class
                                                    as of February 15, 2006


<PAGE>


                         PART I FINANCIAL INFORMATION

                        ITEM 1.  FINANCIAL STATEMENTS

                            VENDALUX CORPORATION
                            FINANCIAL STATEMENTS
                                (UNAUDITED)


     The financial statements included herein have been prepared by the Company,
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. However, in the opinion of
management, all adjustments (which include only normal recurring accruals)
necessary to present fairly the financial position and results of operations for
the periods presented have been made. These financial statements should be read
in conjunction with the accompanying notes, and with the historical financial
information of the Company.



                                       2





<PAGE>


                              VENDALUX CORPORATION
                         (A Development Stage Company)

                                 BALANCE SHEETS


ASSETS
<TABLE>
<CAPTION>
                                                                             December 31,          March 31,
                                                                                2005                2004
                                                                          ---------------      ---------------
                                                                            (Unaudited)

CURRENT ASSETS:
<S>                                                                       <C>                  <C>
     Cash in bank                                                         $             0      $             0
     Prepaid expense  (note 3)                                                      5,000                5,000
                                                                          ---------------      ---------------

               Total Current Assets                                                 5,000                5,000
                                                                          ---------------      ---------------

TOTAL ASSETS                                                              $         5,000      $         5,000
                                                                          ===============      ===============


LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
     Accounts payable                                                     $        17,197      $        10,533
     Franchise tax payable                                                             60                  162
     Accrued interest payable - stockholder loan                                    1,405                  807
     Stockholder loan  (note 5)                                                    20,440               18,847
                                                                          ---------------      ---------------

               Total Current Liabilities                                           39,102               30,349
                                                                          ---------------      ---------------


STOCKHOLDERS' DEFICIT:  (note 4)
     Preferred stock; $.001 par value; 1,000,000 shares authorized;
          no shares issued and outstanding either period                                0                    0
     Common stock; $.001 par value, 20,000,000 shares authorized;
          3,073,800 shares issued and outstanding both periods                          0                3,074
     Additional paid-in capital                                                     7,909                7,909
     (Deficit) accumulated during the development stage                           (45,085)             (36,332)
                                                                          ---------------      ---------------

               Total Stockholders' Equity (Deficit)                               (34,102)             (25,349)
                                                                          ---------------      ---------------

TOTAL LIABILITIES AND STOCKHOLDERS'  EQUITY                               $         5,000      $         5,000
                                                                          ===============      ===============
</TABLE>


              The accompanying notes are an integral part of these
                             financial statements.
                                       3


<PAGE>

                              VENDALUX CORPORATION
                         (A Development Stage Company)

                            STATEMENTS OF OPERATIONS
               From Inception (May 4, 1992) to December 31, 2005




<TABLE>
<CAPTION>
                                                                                                           From Inception
                                                                                                            (May 4, 1992)
                                           For the Three Months               For the Nine Months                To
                                           ended December 31,                  ended December 31,            December 31,
                                         2005              2004             2005              2004              2005
                                      (Unaudited)      (Unaudited)      (Unaudited)       (Unaudited)        (Unaudited)
                                     -------------   --------------    --------------    --------------    --------------
<S>                                  <C>             <C>               <C>               <C>               <C>
Revenue                              $           0   $            0    $            0    $            0    $            0

Expenses:
     General and administrative              2,620              975             8,146             9,004            43,554
                                     -------------   --------------    --------------    --------------    --------------

Total Expenses                               2,620              975             8,146             9,004            43,554
                                     -------------   --------------    --------------    --------------    --------------

Net Loss From Operations                    (2,620)            (975)           (8,146)           (9,004)          (43,554)

Other Income (Expense):
     Interest expense                         (206)            (166)             (607)             (352)           (1,531)
                                     -------------   --------------    --------------    --------------    --------------

Net Loss Before Income Taxes                (2,826)          (1,141)           (8,753)           (9,356)          (45,085)
     Provision for income taxes                  0                0                 0                 0                 0
                                     -------------   --------------    --------------    --------------    --------------

Net Income (Loss)                    $      (2,826)  $       (1,141)   $       (8,753)   $       (9,356)   $      (45,085)
                                     =============   ==============    ==============    ==============    ==============

Net Loss Per Share                   $        0.00   $         0.00    $         0.00    $         0.00
                                     =============   ==============    ==============    ==============

Weighted Average Common
  Shares Outstanding                     3,073,800        3,073,800         3,073,800         3,073,800
                                     =============   ==============    ==============    ==============

</TABLE>


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

                                       4


<PAGE>



                              VENDALUX CORPORATION
                         (A Development Stage Company)

                            STATEMENTS OF CASH FLOWS
               From Inception (May 4, 1992) to December 31, 2005


<TABLE>
<CAPTION>
                                                                                                               From Inception
                                                                                                               (May 4, 1992)
                                                                                For the Nine Months                  To
                                                                                 ended December 31,             December 31,
                                                                             2005               2004                2005
                                                                          (Unaudited)        (Unaudited)        (Unaudited)
                                                                        ---------------    ---------------    ---------------
Cash Flows from Operating Activities:
<S>                                                                     <C>                <C>                <C>
   Net loss                                                             $        (8,753)   $        (9,356)   $       (45,085)
   Adjustments to reconcile net loss to net
   cash used by operating activities
     Common stock issued for services                                                 0                  0                849
     Changes in assets and liabilities
        (Increase) decrease in prepaid expenses                                       0             (4,970)            (5,000)
        Increase in accounts payable                                              6,664              3,013             17,197
        Increase (decrease) in franchise tax payable                               (102)              (162)                60
        Increase in accrued interest payable - stockholder loan                     598                342              1,405
                                                                        ---------------    ---------------    ---------------

       Cash Used in Operating Activities                                         (1,593)           (11,133)           (30,574)

Cash Flows from Investing Activities                                                  0                  0                  0
                                                                        ---------------    ---------------    ---------------

Cash Flows from Financing Activities:
     Contributed capital for expenses                                                 0                  0              1,888
     Stockholders' loans                                                          1,593             11,133             20,440
     Issuance of common stock for cash                                                0                  0                746
     Payments on common stock subscribed                                              0                  0              7,500
                                                                        ---------------    ---------------    ---------------

       Cash Provided by Financing Activities                                      1,593             11,133             30,574
                                                                        ---------------    ---------------    ---------------

Net Increase (Decrease) in Cash                                                       0                  0                  0

Cash - Beginning of Period                                                            0                  0                  0
                                                                        ---------------    ---------------    ---------------

Cash - End of Period                                                    $             0    $             0    $             0
                                                                        ===============    ===============    ===============

Cash Paid for:
   Interest                                                             $             0    $             0    $             0
                                                                        ===============    ===============    ===============
   Income taxes                                                         $             0    $             0    $             0
                                                                        ===============    ===============    ===============

Non-Cash Financing Activities:
   Common stock issued for services                                     $             0    $             0    $           849
                                                                        ===============    ===============    ===============
</TABLE>


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

                                       5


<PAGE>


                              VENDALUX CORPORATION
                          (A Development Stage Company)
                NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS
                                December 31, 2005

NOTE    1 - CONDENSED INTERIM FINANCIAL STATEMENTS

The accompanying unaudited condensed financial statements include the accounts
of Vendalux Corporation. These statements are condensed and, therefore, do not
include all disclosures normally required by accounting principles generally
accepted in the United States of America. These statements should be read in
conjunction with the Company's most recent annual financial statements for the
fiscal year ended March 31, 2005 included in form 10-KSB filed with the U.S.
Securities and Exchange Commission on July 21, 2005. In particular, the
Company's significant accounting policies were presented as Note 2 to the
financial statements in that report. In the opinion of management, all
adjustments necessary for a fair presentation have been included in the
accompanying condensed financial statements and consist of only normal recurring
adjustments. The results of operations presented in the accompanying condensed
financial statements for the period ended December 31, 2005 are not necessarily
indicative of the operating results that may be expected for the full year
ending March 31, 2006.

NOTE    2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization - 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 requirements of the Company and
other relevant factors. The Company has generated no revenue to date.

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 dilutive or antidilutive instruments present
during the periods presented.

Income Taxes - Due to losses through December 31, 2005 and since inception, no
provision 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 loss carryforwards have been fully offset by
valuation allowances, in accordance with SFAS No. 109 "Accounting for Income
Taxes" due to the uncertainty of their realization.

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 periods ending
December 31, 2005 and 2004, 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 - PREPAID EXPENSE

At December 31, 2005, the Company had pre-paid its attorney a $5,000 retainer
fee for services to be rendered during the year ended March 31, 2006. The
Company will amortize the fees as services are rendered.


                                       6
<PAGE>

                              VENDALUX CORPORATION
                          (A Development Stage Company)
          NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS (CONTINUED)
                                December 31, 2005


NOTE    4 - COMMON STOCK TRANSACTIONS

The Company at inception issued 400,000 shares of its common stock at $.00125
per share for $500. The Company issued 24,600 shares of its common stock at $.01
per share on September 30, 1993 in a private placement.

On March 1, 1994 the Company issued 849,200 shares of its common stock for
services valued at $.001 per share for a total value of $849.

On July 30, 1999, the Company sold 1,800,000 shares of its common stock through
a common stock subscription at approximately $.00417 per share for $7,500. The
Company received the full subscription amount during the fiscal year ended March
31, 2004.

NOTE    5 - RELATED PARTY TRANSACTIONS

During the nine months ended December 31, 2005 and 2004, an officer and certain
stockholders have advanced funds to the Company to pay for operating expenses in
the total amount of $1,593 and $11,133, respectively. The funds are due upon
demand, are unsecured and carry simple interest at the rate of 4% per annum. At
December 31, 2005, the officer and shareholders had advanced a total of $20,440
and the accrued interest owed is $1,405.

The Company has no employees. As of December 31, 2005 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 to 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    6 - DEVELOPMENT STAGE COMPANY AND GOING CONCERN

The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business.

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 $45,085. At December 31, 2005, the Company has total assets of
$5,000, and has current liabilities totaling $39,102. The Company has not
generated any revenue to date.

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
consummate a merger with an existing operating company or engage in profitable
business operations. If the Company is unable to obtain adequate capital it
could be forced to cease operations.


                                       7


<PAGE>


                              VENDALUX CORPORATION
                          (A Development Stage Company)
          NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS (CONTINUED)
                                December 31, 2005


NOTE    6 - DEVELOPMENT STAGE COMPANY AND GOING CONCERN (CONTINUED)

In order to continue as a going concern, the Company will need, among other
things, additional capital resources. Management's plans to obtain such
resources include (1) obtaining capital from management and significant
shareholders sufficient to meet its minimal existing operating expenses, and (2)
seeking out and completing a merger with an existing operating company. However,
management cannot provide any assurance that the Company will be successful in
accomplishing any of its plans.

Ultimately, however, the Company will need to achieve profitable operations in
order to continue as a going concern. The accompanying financial statements do
not include any adjustments that might be necessary if the Company is unable to
continue as a going concern.


                                       8


<PAGE>



          ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                     CONDITION AND RESULTS OF OPERATIONS

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 of the Company
-----------------------

     Vendalux Corporation, a Delaware corporation, (the "Company") was
incorporated under the laws of the State of Delaware on May 4, 1992. Since the
Company's incorporation, it has had limited activity and currently has no
operations.

      The Company is currently looking for a business opportunity. The Company
intends to take advantage of any reasonable business proposal presented which
management believes will provide the Company and its stockholders with a viable
business opportunity. The board of directors will make the final approval in
determining whether to complete any acquisition, and unless required by
applicable law, the articles of incorporation, bylaws or by contract,
stockholders' approval may not be sought.

     The investigation of specific business opportunities and the negotiation,
drafting, and execution of relevant agreements, disclosure documents, and other
instruments will require 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 agreement is reached 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 complete the participation in or acquisition of any future
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
participation in or the acquisition of any business prospect, will be
profitable.

     In December 1999, the Company entered into a contract to acquire a company
engaged in the manufacturing and marketing of digital products such as cameras
and speakers. The Company in February 2000 terminated the contract when certain
information requested by the Company was not provided in the time frame
required. The Company will continue to seek other potential merger or
acquisition candidates.

                                       9
<PAGE>



Discussion and Analysis of Financial Condition and Results of Operations
------------------------------------------------------------------------

     Liquidity and Capital Resources
     -------------------------------

     As of December 31, 2005, the Company had $5,000 in assets and liabilities
of $39,102. If the Company cannot find a new business, it will have to seek
additional capital either through the sale of its shares of common stock or
through a loan from its officer. The Company has only incidental ongoing
expenses primarily associated with maintaining its corporate status and
professional fees associated with accounting and legal costs.

     Management anticipates that the Company will incur more costs including
legal and accounting fees to locate and complete a merger or acquisition. At the
present time the Company does not have the assets to meet these financial
requirements. Additionally, the Company does not have substantial assets to
entice potential business opportunities to enter into transactions with the
Company.

     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 costs. There can be no guarantee that the Company will
receive any benefits from the efforts of management to locate business
opportunities.

     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 as it has
only limited capital and no operations.

     The Company does not intend to employ anyone in the future, unless its
present business operations were to change. The president of the Company is
providing the Company with a location for its offices on a "rent free basis."
The Company does intend to reimburse its officers and directors for out of
pocket costs.

     Results of Operations
     ---------------------

     For the three and nine months ended December 31, 2005, the Company had a
net loss of $2,826 and $8,753, respectively, compared to a loss for the three
and nine months ended December 31, 2004, of $1,141 and $9,356, respectively. The
Company anticipates losses to remain at the present level or slightly higher
until a business opportunity is found. The Company had no revenue for the three
months ended December 31, 2005. The Company does not anticipate any revenue
until it locates a new business opportunity.

                                       10

<PAGE>



ITEM 3.    CONTROLS AND PROCEDURES

     a) Evaluation of Disclosure controls and procedures.
        -------------------------------------------------

     The Company's principal executive officers, including principal accounting
officers have reviewed the disclosure controls and procedures (as defined in
section 240.13a-149c and 240.15d-14c in place to assure the effectiveness of
such controls and procedures. This review occurred within 90 days of this 10QSB
being filed. Based on this review, the principal executive officers and
accounting officers believe Vendalux's disclosure controls and procedures are
adequate.

     b) Changes in Internal Controls.
        -----------------------------

     There were no significant changes in Vendalux's internal controls, or other
factors, that could significantly affect the Company's controls subsequent to
the date of the evaluations performed by the executive officers of the Company.
No deficiencies or material weaknesses were found that would require corrective
action.

                          PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS
     None.

ITEM 2.  CHANGES IN SECURITIES
     None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES
     None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
     None.

ITEM 5.  OTHER INFORMATION
     None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits.
        ---------

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.

(b) Reports on Form 8-K.
        --------------------

     None.

                                       11
<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 thereunto duly authorized.

                                      Vendalux Corporation
                                      [Registrant]



Dated: February 15, 2005              By:  /s/ Tom Hofer
                                         -------------------------------
                                         Tom Hofer, President,
                                         Chief Financial Officer, and Director


                                       12