United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-QSB

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter ended March 31, 2002

Commission File Number: 000-49800

VANDELAY, INC.

Delaware 47-0858404
(Jurisdiction of Incorporation) (I.R.S. Employer Identification No.)

11400 W. Olympic Blvd., 2nd Floor, Los Angeles, CA 90064
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (310) 826-9494

Shares Registered Section 12(g): Common Stock

As of May 10, 2002: 5,000,000 shares of Common Stock were issued and
outstanding.

Transitional Small Business Disclosure Format (check one): yes [ ] no [X]

PART I: FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

The financial statements, for the three months ended March 31, 2002,
included have been prepared by the Company, without audit pursuant to the rules
and regulations of the Securities and Exchange Commission. Certain information
and footnotes disclosure normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations, although the Company believes
that the disclosures are adequate to make the information not misleading.

FINANCIAL STATEMENTS.

SET FORTH BELOW ARE THE AUDITED FINANCIAL STATEMENTS FOR THE COMPANY FOR
THE PERIOD ENDED MARCH 31, 2002. THE FOLLOWING FINANCIAL STATEMENTS ARE
ATTACHED TO THIS REPORT AND FILED AS A PART THEREOF.

VANDELAY, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
AS OF MARCH 31, 2002

VANDELAY, INC.
(A DEVELOPMENT STAGE COMPANY)

CONTENTS

PAGE 1 INDEPENDENT AUDITORS' REPORT

PAGE 2 BALANCE SHEET AS OF MARCH 31, 2002

PAGE 3 STATEMENT OF OPERATIONS FOR THE PERIOD FROM FEBRUARY 27, 2002
(INCEPTION) TO MARCH 31, 2002

PAGE 4 STATEMENT OF CHANGES IN STOCKHOLDER'S DEFICIT FOR THE PERIOD FROM
FEBRUARY 27, 2002 (INCEPTION) TO MARCH 31, 2002

PAGE 5 STATEMENT OF CASH FLOWS FOR THE PERIOD FROM FEBRUARY 27, 2002
(INCEPTION) TO MARCH 31, 2002

PAGES 6-8 NOTES TO FINANCIAL STATEMENTS AS OF MARCH 31, 2002

INDEPENDENT AUDITORS' REPORT

INDEPENDENT AUDITORS' REPORT PREVIOUSLY FILED IN 10-SB.

VANDELAY, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS OF MARCH 31, 2002

ASSETS

TOTAL ASSETS $ -
--------------

LIABILITIES AND STOCKHOLDER'S DEFICIT

LIABILITIES $ -
--------------
STOCKHOLDER'S DEFICIT

Preferred stock, $.0001 par value, 20,000,000 shares authorized,
none issued and outstanding -
Common stock, $.0001 par value, 100,000,000
shares authorized, 5,000,000 issued and outstanding 500
Accumulated deficit during development stage. (500)
--------------
TOTAL STOCKHOLDER'S DEFICIT -
--------------
TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT $ -
==============

See accompanying notes to financial statements.

VANDELAY, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM FEBRUARY 27, 2002 (INCEPTION) TO MARCH 31, 2002

INCOME. $ -
--------------
EXPENSES
General and administrative. 500
--------------
NET LOSS. $ (500)
==============

NET LOSS PER SHARE - BASIC AND DILUTED. $ (.0001)
==============
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
DURING THE PERIOD - BASIC AND DILUTED 5,000,000
==============

See accompanying notes to financial statements.

VANDELAY, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDER'S DEFICIT
FOR THE PERIOD FROM FEBRUARY 27, 2002 (INCEPTION) TO MARCH 31, 2002
-------------------------------------------------------------------

Accumulated
Deficit
During
Common Stock Development
Shares Amount Stage Total
- -------------------------------------------------------------------------------------------------------

Common stock issued for services . . . . . . 5,000,000 $ 500 $ - $ 500

Net loss for the period from February 27, 2002
(inception) to March 31, 2002 - - (500) (500)
----------------------------------------------------
BALANCE AT MARCH 31, 2002. 5,000,000 $ 500 $ (500) $ -
====================================================

See accompanying notes to financial statements.

VANDELAY, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM FEBRUARY 27, 2002 (INCEPTION) TO MARCH 31, 2002

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (500)
---------
Adjustment to reconcile net loss to net cash
used in operating activities:
Common stock issued for services 500
---------
Net Cash Used In Operating Activities. -
---------
INCREASE IN CASH -

CASH - BEGINNING OF PERIOD -
---------
CASH - END OF PERIOD $ -
=========

See accompanying notes to financial statements.

VANDELAY, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM FEBRUARY 27, 2002 (INCEPTION)
TO MARCH 31, 2002

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ------- ----------------------------------------------

(A) ORGANIZATION AND BUSINESS OPERATIONS
- --------------------------------------------

VANDELAY, INC. (A DEVELOPMENT STAGE COMPANY) ("THE COMPANY") WAS INCORPORATED IN
THE STATE OF DELAWARE ON FEBRUARY 27, 2002 TO SERVE AS A VEHICLE TO EFFECT A
MERGER, EXCHANGE OF CAPITAL STOCK OR OTHER BUSINESS COMBINATION WITH A DOMESTIC
OR FOREIGN PRIVATE BUSINESS. AS OF MARCH 31, 2002, THE COMPANY DID NOT COMMENCE
ANY FORMAL BUSINESS OPERATIONS. THEREFORE, ALL THE ACTIVITIES TO DATE RELATE TO
THE COMPANY'S ORGANIZATION AND PROPOSED FUND RAISING. THE COMPANY'S FISCAL YEAR
END IS DECEMBER 31.

THE COMPANY'S ABILITY TO COMMENCE OPERATIONS IS CONTINGENT UPON ITS ABILITY TO
IDENTIFY A PROSPECTIVE TARGET BUSINESS AND RAISE THE CAPITAL IT WILL REQUIRE
THROUGH THE ISSUANCE OF EQUITY SECURITIES, DEBT SECURITIES, BANK BORROWINGS OR A
COMBINATION THEREOF.

(B) USE OF ESTIMATES
- -----------------------

THE PREPARATION OF THE FINANCIAL STATEMENTS IN CONFORMITY WITH GENERALLY
ACCEPTED ACCOUNTING PRINCIPLES 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.

FOR PURPOSES OF THE CASH FLOW STATEMENTS, THE COMPANY CONSIDERS ALL HIGHLY
LIQUID INVESTMENTS WITH ORIGINAL MATURITIES OF THREE MONTHS OR LESS AT THE TIME
OF PURCHASE TO BE CASH EQUIVALENTS.

(D) INCOME TAXES
- ------------------

DEFERRED TAX ASSETS AND LIABILITIES ARE RECOGNIZED FOR THE FUTURE TAX
CONSEQUENCES ATTRIBUTABLE TO DIFFERENCES BETWEEN THE FINANCIAL STATEMENT
CARRYING AMOUNTS OF EXISTING ASSETS AND LIABILITIES AND THEIR RESPECTIVE TAX
BASIS. DEFERRED TAX ASSETS AND LIABILITIES ARE MEASURED USING ENACTED TAX RATES
EXPECTED TO APPLY TO TAXABLE INCOME IN THE YEARS IN WHICH THOSE TEMPORARY
DIFFERENCES ARE EXPECTED TO BE RECOVERED OR SETTLED. THE EFFECT ON DEFERRED TAX
ASSETS AND LIABILITIES OF A CHANGE IN TAX RATES IS RECOGNIZED IN INCOME IN THE
PERIOD THAT INCLUDES THE ENACTMENT DATE. THERE WERE NO CURRENT OR DEFERRED
INCOME TAX EXPENSE OR BENEFITS DUE TO THE COMPANY NOT HAVING ANY MATERIAL
OPERATIONS FOR THE PERIOD FROM FEBRUARY 27, 2002 (INCEPTION) TO MARCH 31, 2002.

VANDELAY, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM FEBRUARY 27, 2002 (INCEPTION)
TO MARCH 31, 2002

(E) LOSS PER SHARE
- ---------------------

NET LOSS PER COMMON SHARE FOR THE PERIOD FROM FEBRUARY 27, 2002 (INCEPTION) TO
MARCH 31, 2002 IS COMPUTED BASED UPON THE WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING. THERE WERE NO COMMON STOCK EQUIVALENTS OUTSTANDING AT MARCH 31,
2002.

(F) NEW ACCOUNTING PRONOUNCEMENTS
- ------------------------------------

THE FINANCIAL ACCOUNTING STANDARDS BOARD HAS RECENTLY ISSUED SEVERAL NEW
STATEMENTS OF FINANCIAL ACCOUNTING STANDARDS. STATEMENT NO. 141, "BUSINESS
COMBINATIONS" SUPERSEDES APB OPINION 16 AND VARIOUS RELATED PRONOUNCEMENTS.
PURSUANT TO THE NEW GUIDANCE IN STATEMENT NO. 141, ALL BUSINESS COMBINATIONS
MUST BE ACCOUNTED FOR UNDER THE PURCHASE METHOD OF ACCOUNTING; THE
POOLING-OF-INTERESTS METHOD IS NO LONGER PERMITTED. SFAS 141 ALSO ESTABLISHES
NEW RULES CONCERNING THE RECOGNITION OF GOODWILL AND OTHER INTANGIBLE ASSETS
ARISING IN A PURCHASE BUSINESS COMBINATION AND REQUIRES DISCLOSURE OF MORE
INFORMATION CONCERNING A BUSINESS COMBINATION IN THE PERIOD IN WHICH IT IS
COMPLETED. THIS STATEMENT IS GENERALLY EFFECTIVE FOR BUSINESS COMBINATIONS
INITIATED ON OR AFTER JULY 1, 2001.

STATEMENT NO. 142, "GOODWILL AND OTHER INTANGIBLE ASSETS" SUPERCEDES APB OPINION
17 AND RELATED INTERPRETATIONS. STATEMENT NO. 142 ESTABLISHES NEW RULES ON
ACCOUNTING FOR THE ACQUISITION OF INTANGIBLE ASSETS ACQUIRED IN A BUSINESS
COMBINATION AND THE MANNER IN WHICH GOODWILL AND ALL OTHER INTANGIBLES SHOULD BE
ACCOUNTED FOR SUBSEQUENT TO THEIR INITIAL RECOGNITION IN A BUSINESS COMBINATION
ACCOUNTED FOR UNDER SFAS NO. 141. UNDER SFAS NO. 142, INTANGIBLE ASSETS SHOULD
BE RECORDED AT FAIR VALUE. INTANGIBLE ASSETS WITH FINITE USEFUL LIVES SHOULD BE
AMORTIZED OVER SUCH PERIOD AND THOSE WITH INDEFINITE LIVES SHOULD NOT BE
AMORTIZED. ALL INTANGIBLE ASSETS BEING AMORTIZED AS WELL AS THOSE THAT ARE NOT,
ARE BOTH SUBJECT TO REVIEW FOR POTENTIAL IMPAIRMENT UNDER SFAS NO. 121,
"ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS AND FOR LONG-LIVED ASSETS TO
BE DISPOSED OF". SFAS NO. 142 ALSO REQUIRES THAT GOODWILL ARISING IN A BUSINESS
COMBINATION SHOULD NOT BE AMORTIZED BUT IS SUBJECT TO IMPAIRMENT TESTING AT THE
REPORTING UNIT LEVEL TO WHICH THE GOODWILL WAS ASSIGNED TO AT THE DATE OF THE
BUSINESS COMBINATION.

SFAS NO. 142 IS EFFECTIVE FOR FISCAL YEARS BEGINNING AFTER DECEMBER 15, 2001 AND
MUST BE APPLIED AS OF THE BEGINNING OF SUCH YEAR TO ALL GOODWILL AND OTHER
INTANGIBLE ASSETS THAT HAVE ALREADY BEEN RECORDED IN THE BALANCE SHEET AS OF THE
FIRST DAY IN WHICH SFAS NO. 142 IS INITIALLY APPLIED, REGARDLESS OF WHEN SUCH
ASSETS WERE ACQUIRED. GOODWILL ACQUIRED IN A BUSINESS COMBINATION WHOSE
ACQUISITION DATE IS ON OR AFTER JULY 1, 2001, SHOULD NOT BE AMORTIZED, BUT
SHOULD BE REVIEWED FOR IMPAIRMENT PURSUANT TO SFAS NO. 121, EVEN THOUGH SFAS NO.
142 HAS NOT YET BEEN ADOPTED. HOWEVER, PREVIOUSLY ACQUIRED GOODWILL SHOULD
CONTINUE TO BE AMORTIZED UNTIL SFAS NO. 142 IS FIRST ADOPTED.

VANDELAY, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM FEBRUARY 27, 2002 (INCEPTION)
TO MARCH 31, 2002

STATEMENT NO. 143 "ACCOUNTING FOR ASSET RETIREMENT OBLIGATIONS" ESTABLISHES
STANDARDS FOR THE INITIAL MEASUREMENT AND SUBSEQUENT ACCOUNTING FOR OBLIGATIONS
ASSOCIATED WITH THE SALE, ABANDONMENT, OR OTHER TYPE OF DISPOSAL OF LONG-LIVED
TANGIBLE ASSETS ARISING FROM THE ACQUISITION, CONSTRUCTION, OR DEVELOPMENT
AND/OR NORMAL OPERATION OF SUCH ASSETS. SFAS NO. 143 IS EFFECTIVE FOR FISCAL
YEARS BEGINNING AFTER JUNE 15, 2002, WITH EARLIER APPLICATION ENCOURAGED.

THE ADOPTION OF THESE PRONOUNCEMENTS WILL NOT HAVE A MATERIAL EFFECT ON THE
COMPANY'S FINANCIAL POSITION OR RESULTS OF OPERATIONS.

NOTE 2 STOCKHOLDERS' EQUITY
- ------- ---------------------

(A) PREFERRED STOCK
- ---------------------

THE COMPANY IS AUTHORIZED TO ISSUE 20,000,000 SHARES OF PREFERRED STOCK AT
$.0001 PAR VALUE, WITH SUCH DESIGNATIONS, VOTING AND OTHER RIGHTS AND
PREFERENCES AS MAY BE DETERMINED FROM TIME TO TIME BY THE BOARD OF DIRECTORS.
THE COMPANY DID NOT ISSUE ANY SHARES OF ITS PREFERRED STOCK AS OF MARCH 31,
2002.

(B) COMMON STOCK
- ------------------

THE COMPANY IS AUTHORIZED TO ISSUE 100,000,000 SHARES OF COMMON STOCK AT $.0001
PAR VALUE. ON FEBRUARY 28, 2002, THE COMPANY ISSUED 5,000,000 SHARES OF ITS
COMMON STOCK FOR $500 TO ITS SOLE STOCKHOLDER FOR SERVICES.

THERE ARE NO WARRANTS OR OPTIONS OUTSTANDING TO ISSUE ANY ADDITIONAL SHARES OF
COMMON STOCK.

NOTE 3 RELATED PARTY
- ------- --------------

ON MARCH 27, 2002, THE COMPANY ENTERED INTO AN AGREEMENT WITH ITS SOLE

VANDELAY, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM FEBRUARY 27, 2002 (INCEPTION)
TO MARCH 31, 2002

STOCKHOLDER TO PROVIDE THE FOLLOWING SERVICES, WITHOUT REIMBURSEMENT FROM THE
COMPANY, UNTIL THE COMPANY ENTERS INTO A BUSINESS COMBINATION AS DESCRIBED IN
NOTE 1.

A. PREPARATION AND FILING OF REQUIRED DOCUMENTS WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION.

B. LOCATING AND REVIEW OF POTENTIAL TARGET COMPANIES.

C. PAYMENT OF ALL CORPORATE, ORGANIZATIONAL, AND OTHER COSTS INCURRED BY THE
COMPANY.

ITEM 2. DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

(A) PLAN OF OPERATION FOR THE NEXT TWELVE MONTHS. Our Plan of Operation is
unchanged from our 2001 Annual Report on Form 10KSB.We have refined our business
plan to become a full-service provider of corporate identity and branding. We
would create a complete style guide consisting of color palates, type faces, and
materials to be used throughout all the services and mediums offered. Each
customized style guide will have detailed information for logo parameters used
for various mediums. Our services/products include Web Communication, Print
Collateral, CD Authoring, Interactive Multi-media Presentations and
Environmental Graphic Design. We will also provide specialized services for
corporate event presentations such as annual shareholders meetings. We will work
with each client to serve their communication needs. During the next twelve
months we will engage in building our customer base.

(B) CASH REQUIREMENTS AND OF NEED FOR ADDITIONAL FUNDS, TWELVE MONTHS. We have
no immediate and forseeable need for additional funding, during the next twelve
months, to continue present minimal operations. However, as a practical matter
we cannot begin to formulate the capital requirements, before we achieve
quote-ability on the OTCBB (Over-The-Counter Bulletin Board). Management
estimates that we need $500,000 to launch and another $500,000 to continue
operations for the next twelve months, to launch expanded operations and attract
clients. We expect to raise our capital privately, from knowledgeable investors.
It is less clear when we will succeed in raising such capital, in the current
less than liquid market; unless our launch and early revenue generation appear
attractive. There can be no guaranty of that.

Accordingly, two cautionary considerations are material:

First, that we may not be able to achieve required funding and may not be
able to proceed at our desired pace of development, or, in the worst case, at
all.

Second, even if we are successful in raising capital through the sources
specified, there can be no assurances that any such financing would be available
in a timely manner or on terms acceptable to us and our current shareholders.
Additional equity financing could be dilutive to our then existing shareholders,
and any debt financing could involve restrictive covenants with respect to
future capital raising activities and other financial and operational matters.

In this connection, is necessary to understand the importance of our
achieving quote-ablity of our common stock. Investors considering a start up
venture are less likely to favor an issuer whose shares are not tradeable, than
one whose shares are quoted, at some bid and ask, on the OTCBB (Over-The-Counter
Bulletin Board) or an exchange. We do not anticipate any contingency upon which
we would voluntarily cease filing reports with the SEC, even though we may cease
to be required to do so. We would continue to file voluntarily in our own best
interests in order to remain quoted on OTCBB, if and when we reach that stage.
It is in our compelling interest to report our affairs quarterly, annually and
currently, as the case may be, generally to provide accessible public
information to interested parties, and also specifically to maintain its
qualification for the OTCBB, if and when the Issuer's intended application for
submission be effective.

We have no need of additional funds during the next twelve months, from
sources outside of our principals, to maintain our corporate franchise in the
State of our incorporation, and to file periodic reports as required of
Registrants under the 1934 Act. We expect our needs for cash to maintain our
corporate status and requirements to be ameliorated by operational revenues,
during the next twelve months.

To launch properly, we should have secured facilities, engaged an initial
staff, and conducted our first run of advertising. The geographic area of our
initial advertising would be limited and depend on the extent of our funding. We
assume that by the sixth month of operation, successful or not, additional
capital would be required to assure our ability to remain in operation and
handle increasing interest in our services. It may be possible for us to begin
minimal operation with some debt financing at commercially reasonable results. A
minimal start would involve only our immediately local area, and only local and
targeted advertising. It would not involve a sales force or more than one or two
additional employees. We do not have sufficient borrowing power or available
security interests to offer. We do not place reliance on our ability to borrow
much, if at all. At the present time, in view of current conditions, a
small-start, an abbreviated launch is under way.

(C) DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Our financial condition is substantially unchanged since our last annual report.
We have had minimal revenues and activity since our inception.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this
Form 10-Q Report for the Quarter ended March 31, 2002, has been signed below by
the following person on behalf of the Registrant and in the capacity and on the
date indicated.

Dated: May 15, 2002

VANDELAY, INC.

/S/ Caleb S. Grodsky /S/ Caleb S. Grodsky
Caleb S. Grodsky Caleb S. Grodsky
President/Director Secretary-Treasurer/Director