SECURITIES AND EXCHANGE COMMISSION

                                             WASHINGTON, D.C. 20549

                                                   FORM 10-QSB


                                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                                     OF THE SECURITIES EXCHANGE ACT OF 1934

For Quarter Ended                                  Commission File Number
December 31, 1995                                          0-23502


                                           VENDALUX CORPORATION
                          (Exact Name of Registrant as specified in its Charter)


            Delaware                                          33-0601505
(State or other Jurisdiction of                          I.R.S. Employer Identi-
Incorporation or Organization                                  fication No.)

1500 Quail Street, Suite 550, Newport Beach, California                92660
(Address of Principal Executive Offices)                             (Zip Code)

                                                 (714) 660-1500
                           (Registrant's Telephone Number, including Area Code)




         Indicate by check mark whether the Registrant (i) 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  (of for such  shorter  period  that the
Registrant  was required to file such reports) and (ii) has been subject to such
filing requirements for the past 90 days.

                                          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, $.001 par value                                1,273,800
----------------------------------                    ----------------------
Title of Class                                     Number of Shares outstanding
                                                         at December 31, 1995
No exhibits included.

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                           VENDALUX CORPORATION
                      (A Company in the Development Stage)

                                 BALANCE SHEETS


                                     ASSETS

                                                                                            March 31,       December 31,
                                                                                              1995              1995


<S>                                                                                         <C>               <C>
CURRENT ASSETS - CASH                                                                             -0-               -0-
              OTHER ASSETS
                     Organization costs, net of accumulated
                     amortization of $158 and $199 (Note 1)                                       113                72

              TOTAL ASSETS                                                                  $     113         $      72



                      LIABILITIES AND STOCKHOLDERS' EQUITY



CURRENT LIABILITIES - Accounts payable                                                      $     848         $     893

STOCKHOLDERS' EQUITY
Preferred Stock, $.001 par value; 1,000,000 shares
  authorized; no shares issued and outstanding

Common Stock, $.001 par value; 20,000,000 shares
  authorized; 1,273,800 shares issued and outstanding                                           1,274             1,274

Additional paid-in Capital                                                                        821               821

Accumulated deficit during the development stage                                              (2,830)           (2,916)


              TOTAL STOCKHOLDERS' EQUITY                                                        (735)             (821)



TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY                                                  $     113         $      72

                                 See accompanying Notes to Financial Statements



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                           VENDALUX CORPORATION
                      (A Company in the Development Stage)

                            STATEMENTS OF OPERATIONS


                                                                                                                       CUMULATIVE
                                                                    FOR THE                     FOR THE                   FROM
                                                                  NINE MONTHS                    THREE                  INCEPTION
                                                                     ENDED                   MONTHS ENDED             (MAY 4, 1992)
                                                                 DECEMBER 31,                DECEMBER 31,              TO DECEMBER
                                                             1995            1994         1995           1994           31, 1995



<S>                                                     <C>              <C>             <C>             <C>            <C>
REVENUES                                                $        -0-     $       -0-     $        -0-    $        -0-   $        -0-

OPERATING EXPENSES

    General and Administrative                                    45             650               15              30          2,717
    Amortization                                                  41              42               13              13            199
TOTAL OPERATING EXPENSES                                          86             692               28              43          2,916


NET (LOSS)                                              $       (86)     $     (692)     $       (18)    $       (43)   $    (2,916)

NET (LOSS) PER SHARE                                    $      (Nil)     $     (Nil)     $      (Nil)    $      (Nil)   $      (Nil)


WEIGHTED AVERAGE NUMBER
 OF SHARES OUTSTANDING                                     1,273,800       1,273,800        1,273,800       1,273,800        982,128



                                 See accompanying Notes to Financial Statements



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                           VENDALUX CORPORATION
                      (A Company in the Development Stage)

                            STATEMENTS OF CASH FLOWS


                                                                                                                         CUMULATIVE
                                                                    FOR THE                       FOR THE                   FROM
                                                                  NINE MONTHS                      THREE                  INCEPTION
                                                                     ENDED                     MONTHS ENDED            (MAY 4, 1992)
                                                                 DECEMBER 31,                  DECEMBER 31,             TO DECEMBER
                                                             1995            1994          1995           1994           31, 1995

CASH FLOWS FROM OPERATING
ACTIVITIES

<S>                                                     <C>              <C>             <C>             <C>            <C>
    Net (Loss)                                          $       (86)     $     (692)     $       (28)    $       (43)   $    (2,916)

    Add item not requiring the
       use of cash-Amortization                                   41              42               13              13            199

    Issuance of stock for services                                                                                               849

       Increase (decrease) in accounts
       payable                                                    45             650               15              30            893



    Net cash flows from operating
       activities                                                                                                              (975)

    CASH FLOWS INVESTING ACTIVITIES
      Organizational Costs                                                                                                     (271)

    CASH FLOWS FROM FINANCING
    ACTIVITIES
       Contribution to Capital                                                                                                   500
       Sale of Common Stock                                                                                                      746


       Net Cash flows from financing
         activities                                                                                                            1,246

NET INCREASE (DECREASE) IN CASH

CASH BALANCE AT BEGINNING OF PERIOD

CASH BALANCE AT END OF PERIOD                           $                $               $               $              $

NON CASH TRANSACTIONS:
    Issuance of stock for services                                                                                               849

                                 See accompanying Notes to Financial Statements



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                                            VENDALUX CORPORATION
                                       (A Company in the Development Stage)

                                      NOTES TO CONDENSED FINANCIAL STATEMENTS
                                                    (UNAUDITED)
                                                 DECEMBER 31, 1995


1.       Comments

         The accompanying financial statements are unaudited, but in the opinion
         of the management of the Company,  contain all adjustments,  consisting
         of only normal  recurring  accruals,  necessary  to present  fairly the
         financial  position at December 31, 1995, the results of operations for
         the three and nine months  ended  December  31, 1995 and 1994,  and the
         cash flows for the three and nine months  ended  December  31, 1995 and
         1994.

         Reference is made to the Company's Form 10-KSB for the year ended March
         31, 1994.  The results of operations for the nine months ended December
         31, 1995 are not necessarily indicative of the results of operations to
         be expected for the full fiscal year ending March 31, 1996.

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

         The Company has limited working capital and no activities.


                                            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 MATTER TO A VOTE OF SECURITY HOLDERS - None

Item 5.  OTHER INFORMATION - None

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

         Exhibits--None

         Reports on Form 8-K--None.


                                                         5

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                                                    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



Date:     January 31, 1996            By:  /s/ Jehu Hand
                                           -------------
                                      Jehu Hand,
                                      President and Chief Financial
                                      Officer (chief financial officer
                                      and accounting officer and duly
                                      authorized officer)

                                                         6

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