<PAGE> 1
                    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, 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   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)

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

                                 (480) 443-0851
              ----------------------------------------------------
              (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 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
--------------------------------                ----------------------------
       Title of Class                           Number of Shares Outstanding
                                                as of May 7, 2003

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<PAGE> 2
                         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.

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                               VENDALUX CORPORATION
                          (A Development Stage Company)

                                 BALANCE SHEETS

                                    ASSETS

                                                 December 31,      March 31,
                                                    2002             2002
                                                -------------    -----------
                                                 (Unaudited)

CURRENT ASSETS:
     Cash in bank                                 $        0     $        0
     Prepaid expense                                   1,100             30
                                                   ----------     ----------
               Total Current Assets                    1,100             30
                                                   ----------     ----------
TOTAL ASSETS                                      $    1,100     $       30
                                                   ==========     ==========

                       LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT LIABILITIES:
     Accounts payable                             $    1,764     $      300
     Franchise tax payable                                50            211
     Due to officers and stockholders                  1,374              0
                                                   ----------     ----------
               Total Current Liabilities               3,188            511
                                                   ----------     ----------

STOCKHOLDERS' EQUITY (DEFICIT):
     Preferred stock; $.001 par value;
      1,000,000 shares authorized;
      no shares issued and outstanding all periods         0              0
     Common stock; $.001 par value,
      20,000,000 shares authorized;
      3,073,800 shares issued and outstanding
      all periods                                      3,074          3,074
     Additional paid-in capital                        7,909          7,909
     Common stock subscribed                               0         (1,457)
     Earnings (deficit) accumulated during
      the development stage                          (13,701)       (10,007)
                                                   ----------     ----------
            Total Stockholders' Equity (Deficit)      (2,088)          (481)
                                                   ----------     ----------
TOTAL LIABILITIES AND STOCKHOLDERS'  EQUITY       $    1,100     $       30
                                                   ==========     ==========

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

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                             VENDALUX CORPORATION
                        (A Development Stage Company)

                           STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                               For The       For The      For The      For The    From Inception
                             Three Months  Three Months  Nine Months  Nine months  (May 4, 1992)
                               Ended          Ended       Ended         Ended            To
                            December 31,   December 31, December 31,  December 31,  December 31,
                               2002           2001           2002        2001          2002
                            ------------  ------------- ------------  -----------  -------------
                            (Unaudited)    (Unaudited)  (Unaudited)  (Unaudited)    (Unaudited)

                         <c>            <c>          <c>           <c>           <c>

REVENUE:                       $      0     $       0     $      0     $      0      $      0

EXPENSES:
  General and
    administrative                3,033           139        3,033          339        12,995
                               ---------    -----------    --------     --------      --------
                                  3,033           139        3,033          339        12,995
                               ---------    -----------    --------     --------      --------
INCOME (LOSS) FROM OPERATIONS    (3,033)         (139)      (3,033)        (339)      (12,955)

OTHER INCOME (EXPENSE)
     Interest expense                 0             0          (31)         (21)          (76)
                               ---------    -----------    --------     --------      --------

NET INCOME (LOSS) BEFORE
 INCOME TAXES                    (3,033)         (139)      (3,064)        (360)      (13,071)
     Provision for income
      taxes                           0             0            0            0             0
                               ---------    -----------    --------     --------      --------

NET INCOME (LOSS)              $ (3,033)    $    (139)    $ (3,064)    $   (360)     $(13,071)
                               =========    ===========    ========     ========      ========

EARNINGS (LOSS) PER SHARE      $   0.00     $    0.00     $   0.00     $   0.00
                               ==========    =========== ==========     ========
WEIGHTED NUMBER OF 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.

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                            VENDALUX CORPORATION
                        (A Development Stage Company)

                          STATEMENTS OF CASH  FLOWS

<TABLE>
<CAPTION>

                                                       For The        For The     From Inception
                                                     Nine Months    Nine Months    (May 4, 1992)
                                                       Ended          Ended              To
                                                     December 31,  December 31,    December 31,
                                                       2002           2001             2002
                                                    -------------  ------------   --------------
                                                    (Unaudited)    (Unaudited)      (Unaudited)

                                                 <c>            <c>             <c>

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                          $ (3,064)     $    (360)     $    (13,071)
   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
        (Increased) in prepaid expenses                 (1,070)           (30)          (1,100)
        Increase (decrease) in accounts payable          1,464           (759)           1,764
        Increase (decrease) in franchise tax payable      (161)             0               50
                                                     ----------      ----------      -----------
       Cash Flows (Used) by Operating Activities        (2,831)        (1,149)         (11,508)
                                                     ----------      ----------      -----------

CASH FLOW FROM INVESTING ACTIVITIES:                         0              0                0
                                                     ----------      ----------      -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Cash advance from officers and stockholders        1,374               0            1,374
     Contributed capital for expenses                        0              0            1,888
     Issuance of common stock for cash                       0              0              746
     Payments on common stock subscribed                 1,457          1,149            7,500
                                                     ----------      ----------      -----------
       Cash Flows Provided by Financing Activities       2,831          1,149           11,508
                                                     ----------      ----------      -----------

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.

<PAGE>
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                           VENDALUX CORPORATION
                      (A Development Stage Company)


                 NOTES TO UNAUDITED FINANCIAL STATEMENTS


NOTE 1 - CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company
without audit.  In the opinion of management, all adjustments (which include
only normal recurring adjustments) necessary to present fairly the financial
position, results of operation and cash flows at December 31, 2002 and for all
periods presented have been made.

Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted.  It is suggested that these
condensed financial statements be read in conjunction with the financial
statements and notes thereto included in the Company's March 31, 2002 audited
financial statements.  The results of operations for the periods ended
December 31, 2002 and 2001 are not necessarily indicative of the operating
results for the full year.


NOTE   2 - 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 amounts remaining on the stock subscription receivable at March
31, 2002 have been deducted from the equity section of the financial
statements in a line item called common stock subscribed.  At December 31,
2002, the remaining balance on the common stock subscription had been paid.

NOTE    3 - RELATED PARTY TRANSACTIONS

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. During the nine months ended December 31, 2002 and the year
ended March 31, 2002 no compensation has been paid or accrued to any officers
or directors of the Corporation because amounts are only of a nominal value.
Officers and stockholders from time to time have contributed operating capital
to the company to pay operating expenses.  The total amount contributed
through March 31, 2002 is $1,888.  Officers and stockholders have advanced
funds to the Company to pay operating costs.  The amount advanced at December
31, 2002 was $1,374. 
<PAGE>
<PAGE> 7

                           VENDALUX CORPORATION
                      (A Development Stage Company)


                 NOTES TO UNAUDITED FINANCIAL STATEMENTS
                            (Continued)

NOTE    4   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.  As reported in the financial statements, the Company had an
accumulated deficit of $13,071 and $10,007 for the nine months and year ended
December 31, 2002 and March 31, 2002 respectively.

The Company has not yet established revenues sufficient to cover its operating
cost, which creates doubt as to whether it can continues as a going concern.
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.  It the Company is unable to obtain adequate
capital it could be forced to cease operations.

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 for the Company include (1) obtaining capital from management and
significant shareholders sufficient to meet its minimal operating expenses,
and (2) seeking out and completing a merger with an existing operating
company.  However, management cannot provide any assurances that the Company
will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon
its ability to success fully accomplish the plans described in the preceding
paragraph and eventually secure other sources of financing and attain
profitable operations.  The accompanying financial statements do not include
any adjustments that might be necessary if the Company is unable to continue
as a going concern.


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

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

     As of December 31, 2002, the Company had $1,100 in assets and liabilities
of $3,188.  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 cost 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 cost.  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 cost.

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

     For the three and nine months ended December 31, 2002, the Company had a
net loss of $3,033 and $3,064, respectively compared to a loss for the quarter
ended December 31, 2001, of $139 and $360 for the three and nine months
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, 2002.  The Company does not
anticipate any revenue until it locates a new business opportunity.

<PAGE>
<PAGE> 10

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 reviews occurred within
90 days of this 10QSB being filed.  Based on this review, the principal
executive officers and accounting officers believe the Company's disclosure
controls and procedures are adequate.

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

     There were no significant changes in the Company'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*

99.01          99       Certification Pursuant to 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.

<PAGE> 11

                                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: May 7, 2003                    By: /s/
                                         -------------------------------
                                         Tom Hofer, President,
                                         Chief Financial Officer, and Director







     
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<PAGE> 12

                            CERTIFICATION

I, Tom Hofer, certify that:

1.  I have reviewed this quarterly report on Form 10-QSB of Vendalux
Corporation

2.  Base 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

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<PAGE> 13

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: May 7, 2003

By: /s/
   ---------------------------------
   Tom Hofer
   (Chief Executive Officer and Chief Financial Officer)