<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: June 30, 2004

[ ]     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 August 17, 2004

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                         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)

                          CONDENSED BALANCE SHEETS
                               (Unaudited)


                                ASSETS


                                                     June 30,     March 31,
                                                       2004         2004
                                                   ----------     ---------
CURRENT ASSETS:
     Cash in bank                                  $       -      $       -
     Prepaid expense                                       -             30
                                                   ----------     ----------
               Total Current Assets                        -             30
                                                   ----------     ----------
TOTAL ASSETS                                       $       -      $      30
                                                   ==========     ==========

                    LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
     Accounts payable                              $   8,559      $   5,272
     Franchise tax payable                                 -            161
     Accrued interest payable-stockholder loan           361            280
     Stockholder loan                                  8,187          7,714
                                                   ----------     ----------
               Total Current Liabilities              17,107         13,427
                                                   ----------     ----------

STOCKHOLDERS' EQUITY (DEFICIT):
     Preferred stock; $.001 par value;
       1,000,000 shares authorized;
       no shares issued and outstanding both periods      -              -
     Common stock; $.001 par value;
       20,000,000 shares authorized;
       3,073,800 shares issued and outstanding
       both periods                                    3,074          3,074
     Additional paid-in capital                        7,909          7,909
     Deficit accumulated during
       the development stage                         (28,090)       (24,380)
                                                   ----------     ----------
               Total Stockholders' Equity (Deficit) (17,107)        (13,397)
                                                   ----------     ----------
TOTAL LIABILITIES AND STOCKHOLDERS'  EQUITY        $       -      $      30
                                                   ==========     ==========

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

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                             VENDALUX CORPORATION
                          (A Development Stage Company)

                       CONDENSED STATEMENTS OF OPERATIONS
                                 (Unaudited)



                                  For The        For The      From Inception
                               Three Months    Three Months    (May 4, 1992)
                                  Ended           Ended             To
                                 June 30,        June 30,        June 30,
                                   2004           2003            2004
                               -----------    -------------   --------------

REVENUE:                         $      -         $         -       $         -

EXPENSES:
     General and administrative     3,624            2,814          27,627
                                 ---------     -----------     -----------
             Total Expenses         3,624            2,814          27,627
                                 ---------     -----------     -----------

NET LOSS FROM OPERATIONS           (3,624)          (2,814)        (27,627)

OTHER INCOME (EXPENSE)
     Interest expense                 (86)             (51)           (463)
                                 ---------     -----------     -----------
  Total other Income (Expenses)       (86)             (51)           (463)
                                 ---------     -----------     -----------

LOSS BEFORE INCOME TAXES           (3,710)          (2,865)        (28,090)
     Provision for income taxes         -                -               -
                                 ---------     -----------     -----------
NET LOSS                         $ (3,710)     $    (2,865)    $   (28,090)
                                 =========     ===========     ===========
LOSS PER SHARE                   $  (0.00)     $     (0.00)
                                 =========     ===========
WEIGHTED AVERAGE COMMON SHARES
 OUTSTANDING                    3,073,800        3,073,800
                                ==========     ===========

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













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                            VENDALUX CORPORATION
                       (A Development Stage Company)

                     CONDENSED STATEMENTS OF CASH  FLOWS
                                (Unaudited)


<TABLE>
<CAPTION>

                                                      For The        For The      From Inception
                                                    Three Months   Three Months   (May 4, 1992)
                                                      Ended           Ended             To
                                                     June 30,        June 30,        June 30,
                                                      2004             2003            2004
                                                  --------------  --------------   -------------

                                               <c>              <c>            <c>

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                          $   (3,710)    $    (2,865)   $  (28,090)
   Adjustments to reconcile net loss to net
   cash used by operating activities
     Common stock issued for services                         -               -           849
     Changes in assets and liabilities
        (Increase) decrease in prepaid expenses             30            (750)            -
        Increase in accounts payable                      3,287           2,815         8,559
        Decrease in franchise tax payable                  (161)           (102)            -
        Increase in accrued interest payable-
          Stockholder loan                                   81              49           361
                                                     ----------     -----------     ---------
       Cash Flows Used by Operating Activities             (473)           (853)      (18,321)
                                                     ----------     -----------     ---------

CASH FLOWS FROM INVESTING ACTIVITIES:                         -               -             -
                                                     ----------     -----------     ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Contributed capital for expenses                         -               -         1,888
     Stockholders' loans                                    473             853         8,187
     Issuance of common stock for cash                        -               -           746
     Payments on common stock subscribed                      -               -         7,500
                                                     ----------     -----------     ---------
       Cash Flows Provided by Financing Activities          473             853        18,321
                                                     ----------     -----------     ---------
NET CHANGE IN CASH                                            -               -             -

CASH - BEGINNING OF PERIOD                                    -               -             -
                                                     ----------     -----------     ---------
CASH - END OF PERIOD                                 $        -     $         -     $       -
                                                     ==========     ===========     =========
CASH PAID FOR
   Interest                                          $        -     $         -     $       -
                                                     ==========     ===========     =========
   Income taxes                                      $        -     $         -     $       -
                                                     ==========     ===========     =========
NON-CASH FINANCING ACTIVITIES
   Common stock issued for services                  $        -     $         -     $     849
                                                     ==========     ===========     =========

</TABLE>


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

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                           VENDALUX CORPORATION
                      (A Development Stage Company)

                 NOTES TO UNAUDITED FINANCIAL STATEMENTS

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, 2004 included in form 10-KSB
filed with the U.S. Securities and Exchange Commission on July 13, 2004.  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 June 30, 2004
are not necessarily indicative of the operating results that may be expected
for the full year ending March 31, 2005.

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.

Income Taxes   Due to losses through June 30, 2004 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 losses have been fully offset by
valuation allowances, in accordance with SFAS No. 109 "Accounting for Income
Taxes" due to the uncertainty of their realization.

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
June 30, 2004 and 2003, the Company did not have non-cash investing
activities.

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

NOTE   3 - COMMON STOCK TRANSACTIONS

The Company at inception issued 400,000 shares of its common stock at $.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    4 - RELATED PARTY TRANSACTIONS

During the three months ended June 30, 2004 and 2003, an officer and certain
stockholders have advanced funds to the Company to pay for operating expenses
in the total amount of $474 and $853, respectively.  The funds are due upon
demand, are unsecured and carry simple interest at the rate of 4% per annum.
At June 30, 2004, the officer and shareholders had advanced a total of $8,187
and the accrued interest owed is $361.

The Company has no employees.  As of June 30, 2004 no compensation has been
paid or accrued to any officer or director of the Company since inception.
Officers and directors have provided minimal services since inception; however
no compensation has been paid or accrued due 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.  
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                           VENDALUX CORPORATION
                      (A Development Stage Company)

                 NOTES TO UNAUDITED FINANCIAL STATEMENTS

NOTE    5   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 $28,090.  At June 30, 2004, the Company has no assets,
and has current liabilities totaling $17,107.  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.

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.



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

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

     As of June 30, 2004, the Company had no assets and liabilities of
$17,107.  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 any 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
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 no capital or 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 months ended June 30, 2004, the Company had a net loss of
$3,710 compared to a loss for the quarter ended June 30, 2003, of $2,865.  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 June 30, 2004.  The Company does not anticipate any revenue
until it locates a new business opportunity.

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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-14 and 240.15d-14 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 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.


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               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.

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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: August 23, 2004                By: /s/
                                         -------------------------------
                                         Tom Hofer, President,
                                         Chief Financial Officer, and Director