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

                                 FORM 10-QSB/A
                                Amendment No. 1


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

     For the Quarter Ended: December 31, 2003

[ ]     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 Ranch Center Drive, Suite 256, Scottsdale, Arizona 85258
 --------------------------------------------------------------------------
         (Address of principal executive offices and Zip Code)

                                 (480) 453-0851
              ----------------------------------------------------
              (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 X    No     (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 March 29, 2004

<PAGE>
<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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<PAGE> 3

                           VENDALUX CORPORATION
                      (A Development Stage Company)

                             BALANCE SHEETS

                                 ASSETS

                                               December 31,       March 31,
                                                  2003               2003
                                               -------------      ----------
                                                (Unaudited)
CURRENT ASSETS:
     Cash in bank                                  $     0           $     0
     Prepaid expense                                    30                80
                                                   -------           --------
               Total Current Assets                     30                80
                                                   -------           --------

TOTAL ASSETS                                       $    30           $    80
                                                   =======           ========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
     Accounts payable                              $ 4,945           $   567
     Franchise tax payable                              60               102
     Accrued interest payable - Stockholder loan       209                31
     Stockholder loan                                7,409             4,727
                                                   -------           --------
               Total Current Liabilities            12,623             5,427
                                                   -------           --------

STOCKHOLDERS' EQUITY (DEFICIT):
     Preferred stock; $.001 par value;
       1,000,000 shares authorized;
       no shares issued and outstanding
       all periods                                       -                 -
     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
     Deficit accumulated during
        the development stage                      (23,576)          (16,330)
                                                   -------           --------
         Total Stockholders' Equity (Deficit)      (12,593)           (5,347)
                                                   -------           --------
TOTAL LIABILITIES AND STOCKHOLDERS'  EQUITY        $    30          $     80
                                                   =======           ========



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

<PAGE>
<PAGE> 4

                             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,
                            2003          2002          2003           2002             2003
                       --------------  ------------- ------------- ------------- ---------------
                         (Unaudited)    (Unaudited)   (Unaudited)   (Unaudited)   (Unaudited)
<c>                    
            
             
          
            

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

EXPENSES:
     General and
      administrative           1,895         3,029        7,059          3,029          23,277
                           ---------     ---------    ---------      ---------     ------------

                               1,895         3,029        7,059          3,029          23,277
                           ---------     ---------    ---------      ---------     ------------
INCOME (LOSS) FROM
 OPERATIONS                   (1,895)       (3,029)      (7,059)        (3,029)        (23,277)

OTHER INCOME (EXPENSE)
     Interest expense            (70)            0         (187)           (32)           (299)
                             ---------     ---------    ---------      ---------     ------------

NET LOSS BEFORE
 INCOME TAXES                 (1,965)       (3,029)      (7,246)        (3,061)        (23,576)
     Provision for
     income taxes                  0             0            0              0               0
                           =========     =========    =========      =========     ============
NET INCOME (LOSS)           $ (1,965)     $ (3,029)    $ (7,246)     $  (3,061)   $    (23,576)
                           =========     =========    =========      =========     ============

NET LOSS PER SHARE          $   0.00      $   0.00     $   0.00      $    0.00
                           =========     =========    =========      =========

WEIGHTED AVERAGE 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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<PAGE> 5

                            VENDALUX CORPORATION
                       (A Development Stage Company)

                         STATEMENTS OF CASH  FLOWS

                                    For The        For The     From Inception
                                  Nine Months    Nine Months    (May 4, 1992)
                                    Ended          Ended             To
                                 December 31,  December 31,      December 31,
                                     2003           2002            2003
                                --------------  -------------  --------------
                                 (Unaudited)     (Unaudited)    (Unaudited)

CASH FLOWS FROM OPERATING
 ACTIVITIES:
   Net loss                        $ (7,246)     $    (3,061)    $   (23,576)
   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)decrease in
          prepaid expenses               50           (1,070)           (30)
        Increase in
          accounts payable            4,378            1,464          4,945
        Increase (decrease)
          in franchise tax payable      (42)            (164)            60
        Increase in accrued
          interest payable-
          Stockholder loan              178                0            209
                                   ---------        ---------      ---------
      Cash Used in
       Operating Activities          (2,682)          (2,831)       (17,543)
                                   ---------        ---------      ---------
CASH FLOWS FROM INVESTING
 ACTIVITIES:                              0                0              0
                                   ---------        ---------      ---------
CASH FLOWS FROM FINANCING
 ACTIVITIES:
     Contributed capital
       for expenses                       0                0          1,888
     Stockholders' loans              2,682            1,494          7,409
     Issuance of common stock
       for cash                           0                0            746
     Payments on common stock
       subscribed                         0            1,337          7,500
                                   ---------        ---------      ---------
     Cash Provided by
       Financing Activities           2,682            2,831         17,543
                                   ---------        ---------      ---------
NET INCREASE (DECREASE)
 IN CASH                                  0                0              0
CASH - BEGINNING OF PERIOD                0                0              0
                                   ---------        ---------      ---------
CASH - END OF PERIOD               $      0      $         0     $        0
                                   =========        =========      =========
<PAGE> 6

                            VENDALUX CORPORATION
                       (A Development Stage Company)

                         STATEMENTS OF CASH  FLOWS
                                 (Continued)

                                    For The        For The     From Inception
                                  Nine Months    Nine Months     (May 4, 1992)
                                    Ended          Ended             To
                                 December 31,   December 31,    December 31,
                                     2003           2002            2003
                                --------------  -------------  --------------
                                 (Unaudited)     (Unaudited)    (Unaudited)
CASH PAID FOR
   Interest                        $      0      $         0     $        0
                                   =========        =========      =========
   Income taxes                    $      0      $         0     $        0
                                   =========        =========      =========
NON-CASH FINANCING ACTIVITIES
   Common stock issued for
     services                      $      0      $         0     $      849
                                   =========        =========      =========

 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
                            December 31, 2003


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 operations and cash flows at December 31, 2003 and 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, 2003 audited
financial statements.  The results of operations for the periods ended
December 31, 2003 and 2002 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.  There were no amounts remaining on the stock subscription receivable
at December 31, 2003 and 2002.

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, 2003 and the year
ended March 31, 2003 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 December 31, 2003 is $1,888.

During the nine months ended December 31, 2003 and the year ended March 31,
2003, a stockholder has loaned cash to the Company to pay for operating
expenses in the total amount of $2,682 and $4,727 respectively.  The loan is
due upon demand, is unsecured and has an interest rate of 4%.  The accrued
interest owed is $209 and $31 at December 31, 2003 and March 31, 2003,
respectively.



<PAGE>
<PAGE> 8

                            VENDALUX CORPORATION
                      (A Development Stage Company)

                 NOTES TO UNAUDITED FINANCIAL STATEMENTS


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 $23,576 and $16,330 for the nine months ended December 31, 2003 and
year ended March 31, 2003 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.  If 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.


<PAGE>
<PAGE> 9

          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
acquisitions. 
<PAGE>
<PAGE> 10

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

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

     As of December 31, 2003, the Company had $30 in assets and liabilities of
$12,623.  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, 2003, the Company had a
net loss of $1,965 and $7,246, respectively compared to a loss for the quarter
ended December 31, 2002, of $3,029 and $3,061 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, 2003.  The Company does not
anticipate any revenue until it locates a new business opportunity.

<PAGE>
<PAGE> 11

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

<PAGE>
<PAGE> 12

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.

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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
                                      [Registrant]



Dated: April 2, 2004                 By: /s/
                                         -------------------------------
                                         Tom Hofer, President,
                                         Chief Financial Officer, and Director