UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                            _____________________

                                 FORM 10-KSB

[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934.

      For the fiscal year ended December 31, 2005

                                      OR

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934.

                         Commission File No. 33-19411-C

                             CREATIVE VENDING CORP.
                ----------------------------------------------
                (Name of Small Business Issuer in its Charter)

             Florida                                  65-0008012
     -------------------------------------------------------------------
      (State or other jurisdiction           (I.R.S. Employer ID Number)
       of incorporation or organization)

                      P.O. Box 669, Palm Beach, FL 33480
                   ----------------------------------------
                   (Address of principal executive offices)

        Issuer's Telephone Number, including Area Code: 561-833-5092

      Securities Registered Pursuant to Section 12(b) of the Act: None
      Securities Registered Pursuant to Section 12(g) of the Act: None

Check whether the issuer is not required to file reports pursuant to Section
13 or 15(d) of the Exchange Act.   [ ]

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or 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.
                       Yes [ ]              No  [X]

Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B in this form, and no disclosure will be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB.  [X]

Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act)   Yes [X]   No [ ]

State the issuer's revenues for its most recent fiscal year: $ 0.

State the aggregate market value of the voting and non-voting common equity
held by non-affiliates, computed by reference to the price at which the
common equity was sold, or the average bid and ask prices of such common
equity, as of a specified date within the past 60 days.

The aggregate market value of the Registrant's common stock, no par value,
held by non-affiliates as of March 13, 2006 was $0.  There has never been a
quoted market for the common stock.

As of March 13, 2006 the number of shares outstanding of the Registrant's
common stock was 2,009,350 shares, no par value.

Transitional Small Business Disclosure Format:  Yes [ ] No  [X]

                DOCUMENTS INCORPORATED BY REFERENCE: None
<PAGE>

            FORWARD-LOOKING STATEMENTS: NO ASSURANCES INTENDED

     This Report contains certain forward-looking statements regarding
Creative Vending Corp., its business and financial prospects.  These
statements represent Management's best estimate of what will happen.
Nevertheless, there are numerous risks and uncertainties that could cause
our actual results to differ dramatically from the results suggested in this
Report.  Among the more significant risks are:

     *  We have no business activity at this time.  We have contracted to
        acquire the business of TetriDyn Solutions, Inc.  However, there
        are contingencies to the closing of that acquisition that may not
        be fulfilled.  If the contingencies are not fulfilled, the
        acquisition will not occur.

     Because these and other risks may cause the Company's actual results
to differ from those anticipated by Management, the reader should not place
undue reliance on any forward-looking statements that appear in this Report.


                                   PART I

ITEM 1.  BUSINESS

     Creative Vending Corp. was organized as a Florida corporation in 1987.
 Creative Vending has not had any business activities since 1989.

     During 2004 Creative Vending's management began to review opportunities
to acquire an operating company through a "reverse merger" procedure.  On
July 13, 2005 Creative Vending entered into an Agreement for the Exchange of
Common Stock with the shareholders of TetriDyn Solutions, Inc.  The Agreement
provides that on closing Creative Vending will issue 18,000,000 common shares
to the shareholders of TetriDyn Solutions. TetriDyn Solutions is engaged in
the business of designing and implementing software solutions for medical
doctors and hospitals.

     A Current Report on Form 8-K describing the Agreement for the Exchange
of Common Stock is being filed with the Securities and Exchange Commission
on the same day on which this Annual Report is being filed.

     Employees

     Creative Vending has no employees other than its President.

ITEM 2.  PROPERTIES

     Creative Vending's executive office is located in the office of its
President, Dale B. Finfrock, Jr.  Mr. Finfrock provides the office space to
Creative Vending free-of-charge.


ITEM 3.  LEGAL PROCEEDINGS

     None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     Not applicable.

<PAGE>
                                   PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
         AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES

     (a) Market Information

     There has never been a quoted market for the common stock of Creative
Vending Corp.

     (b) Shareholders

     Our shareholders list contains the names of 772 registered stockholders
of record of the Company's Common Stock.

     (c) Dividends

     The Company has never paid or declared any cash dividends on its
Common Stock.  Since it has no business operations, the Company will not pay
any dividends in the future unless it acquires an operating company.  If the
Company makes such an acquisition, any decision as to future payment of
dividends will depend on the results of operations of the acquired company
and other factors deemed pertinent by the Board of Directors.

     (d) Sale of Unregistered Securities

     The Company did not issue any unregistered equity securities during
the 4th quarter of its 2005 fiscal year.

     (e) Repurchase of Equity Securities

     The Company did not repurchase any of its equity securities that were
registered under Section 12 of the Securities Act during the 4th quarter of
its 2005 fiscal year.

<PAGE>

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

     Results of Operations

     Creative Vending has not had any business operations since 1989.
During the years ended December 31, 2005 and 2004, Creative Vending had no
revenue.  During 2005 it incurred $16,071 in expenses, most of which was
attributable to its efforts to effect a share exchange with TetriDyn
Solutions, Inc.  During 2004, Creative Vending's only expense consisted of
paying its franchise tax ($150 per year) with funds loaned to it by its
President.

     Liquidity and Capital Resources

     At December 31, 2005 Creative Vending had no assets, only two
liabilities:  $1,793 owed to its President and an accrued expense of $4,500.
It does not have sufficient resources to continue in business, and will
rely on its President to loan it money in order to do so.  Creative
Vending's President has committed to pay the cost of continuing in business
as a shell.  Accordingly, we expect to have sufficient cash to continue our
existence for the foreseeable future.

     Creative Vending will not be able to carry on any business activities
unless it either (a) raises capital through the sale of equity or debt
instruments or (b) acquires an operating business in exchange for equity.
Any such acquisition will involve the issuance of shares that will represent
most of the outstanding shares after the acquisition.

     Creative Vending is currently party to an Agreement for the Exchange
of Common Stock with the shareholders of TetriDyn Solutions, Inc.  The share
exchange contemplated by that agreement will be completed if Creative
Vending becomes current in its filing obligations under the Securities
Exchange Act of 1934 and the regulations of the Securities and Exchange
Commission, if the shareholders of TetriDyn Solutions approve the share
exchange, and if certain other conditions are satisfied.

     Application of Critical Accounting Policies

     The preparation of our balance sheet as of December 31, 2005 did not
involve the implementation of any critical accounting policies.

     Impact of Accounting Pronouncements

     There were no recent accounting pronouncements that have had or are
likely to have a material effect on the Company's financial position or
results of operations.

     Off-Balance Sheet Arrangements

     We do not have any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial
condition or results of operations.


ITEM 7.  FINANCIAL STATEMENTS

     The Company's financial statements, together with notes and the
Independent Auditors' Report, are set forth immediately following ITEM 14 of
this Form 10-KSB.

<PAGE>

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

     None.

ITEM 8A. CONTROLS AND PROCEDURES

     Evaluation of Disclosure Controls and Procedures.  Dale B. Finfrock,
Jr., our Chief Executive Officer and Chief Financial Officer, carried out an
evaluation of the effectiveness of Creative Vending's disclosure controls
and procedures as of December 31, 2005.  Pursuant to Rule13a-15(e)
promulgated by the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934, "disclosure controls and procedures" means
controls and other procedures that are designed to insure that information
required to be disclosed by Creative Vending in the reports that it files
with the Securities and Exchange Commission is recorded, processed,
summarized and reported within the time limits specified in the Commission's
rules.  "Disclosure controls and procedures" include, without limitation,
controls and procedures designed to insure that information Creative Vending
is required to disclose in the reports it files with the Commission is
accumulated and communicated to our Chief Executive Officer and Chief
Financial Officer as appropriate to allow timely decisions regarding
required disclosure.  Based on his evaluation, Mr. Finfrock concluded that
Creative Vending's system of disclosure controls and procedures was
effective as of December 31, 2005 for the purposes described in this
paragraph.

     Changes in Internal Controls.  There was no change in internal
controls over financial reporting (as defined in Rule 13a-15(f) promulgated
under the Securities Exchange Act or 1934) identified in connection with the
evaluation described in the preceding paragraph that occurred during the
fourth quarter of Creative Vending's 2005 fiscal year that has materially
affected or is reasonably likely to materially affect Creative Vending's
internal control over financial reporting.

ITEM 8B. OTHER INFORMATION

     None.

<PAGE>

                                   PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

     The officers and directors of the Company are:
                                                               Director
Name                   Age     Position with the Company       Since
-------------------------------------------------------------------------
Dale B. Finfrock, Jr.   63     Director, President             1995


     Directors hold office until the annual meeting of the Company's
stockholders and the election and qualification of their successors.
Officers hold office, subject to removal at any time by the Board, until
the meeting of directors immediately following the annual meeting of
stockholders and until their successors are appointed and qualified.

     Dale B. Finfrock, Jr. has been the sole officer and sole director of
Creative Vending since 1995.  From 1984 to the present, Mr. Finfrock has
been self-employed as a financial consultant.  For most of that period, Mr.
Finfrock has served as President and majority owner of OTC Capital
Corporation, a private venture capital company engaged primarily in the
business of assisting private companies in becoming public.

Audit Committee

     The Board of Directors has not appointed an Audit Committee.  The
functions that would be performed by an Audit Committee are performed by the
Board of Directors.  The Board of Directors does not have an "audit
committee financial expert," because the Company has no operations.

Code of Ethics

     The Company has not adopted a formal code of ethics applicable to its
executive officers.  The Board of Directors has determined that the
Company's financial operations are not sufficiently complex to warrant
adoption of a formal code of ethics.

Section 16(a) Beneficial Ownership Reporting Compliance

     None of the officers, directors or beneficial owners of more than 10%
of the Company's common stock failed to file on a timely basis the reports
required by Section 16(a) of the Exchange Act during the year ended December
31, 2005.

ITEM 10.  EXECUTIVE COMPENSATION

     The following table sets forth all compensation awarded to, earned by,
or paid by the Company to Dale B. Finfrock, Jr., its Chief Executive
Officer, for services rendered in all capacities to the Company during the
years ended December 31, 2005, 2004 and 2003.  There were no executive
officers whose total salary and bonus for the fiscal year ended December 31,
2005 exceeded $100,000.

Compensation               Year   Salary
------------------------------------------

Dale B. Finfrock, Jr.      2005     $0
                           2004     $0
                           2003     $0

<PAGE>

     Employment Agreements

     All of our employment arrangements with our executives are on an at
will basis.

     Equity Grants

     The following tables set forth certain information regarding the stock
options acquired by the Company's Chief Executive Officer during the year
ended December 31, 2005 and those options held by him on December 31, 2005.


                   Option Grants in the Last Fiscal Year
                   -------------------------------------

                            Percent of                     Potential realizable
                Number of   total options                    value at assumed
                securities  granted to                       annual rates of
                underlying  employees    Exercise            appreciation of
                option      in fiscal    Price    Expiration for option term
Name            granted     year         ($/share)   Date        5%    10%
-------------------------------------------------------------------------------
D. Finfrock, Jr.   0        N.A.         N.A.      N.A.          0      0


                   Aggregated Fiscal Year-End Option Values
                   ----------------------------------------

              Number of securities underlying  Value of unexercised in-the-money
              unexercised options at fiscal    options at fiscal year-end ($)
Name          year-end (#) (All exercisable)   (All exercisable)
--------------------------------------------------------------------------------
Dale B. Finfrock, Jr.        0                                 0


     Compensation of Directors

     The members of our Board of Directors receive no compensation for their
services on the Board.


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth information known to us with respect to
the beneficial ownership of our common stock as of the date of this prospectus
by the following:

     *  each shareholder known by us to own beneficially more than 5% of
        our common stock;

     *  Dale B. Finfrock, Jr.;

     *  each of our directors; and

     *  all directors and executive officers as a group.

     There are 2,009,350 shares of our common stock outstanding on the date
of this report.  Except as otherwise indicated, we believe that the
beneficial owners of the common stock listed below have sole voting power
and investment power with respect to their shares,  subject to community
property laws where applicable.  Beneficial ownership is determined in
accordance with the rules of the Securities and Exchange Commission.

<PAGE>

     In computing the number of shares beneficially owned by a person and
the percent ownership of that person, we include shares of common stock
subject to options or warrants held by that person that are currently
exercisable or will become exercisable within 60 days. We do not, however,
include these "issuable" shares in the outstanding shares when we compute
the percent ownership of any other person.

                                Amount and
                                Nature of
Name and Address		Beneficial		Percentage
of Beneficial Owner(1)		Ownership		of Class
--------------------------------------------------------------------
Dale B. Finfrock, Jr.           1,312,050(2)              65.3%

All officers and directors
as a group (1 person)		1,312,050(2)   	 65.3%
______________________________

(1)  The address of each shareholder, unless otherwise noted, is c/o Creative
     Vending Corp., P.O. Box 669, Palm Beach, FL 33480.
(2)  Includes 55,750 shares owned by Mr. Finfrock's spouse, 826,550 shares
     owned by OTC Capital Corporation, 55,000 shares owned by Euro-First
     Capital Corporation, 80,000 shares owned by TVI Capital Corp., and 25,000
     shares owned by Tech-Venture International Corp.  Mr. Finfrock is
     President and majority shareholder of each of the corporations named in
     this note.


Equity Compensation Plan Information

     The information set forth in the table below regarding equity
compensation plans (which include individual compensation arrangements) was
determined as of December 31, 2005.


                                  Number of                       Number of
                                  securities to    Weighted       securities
                                  be issued        average        remaining
                                  upon exercise    exercise       available
                                  of               price of       for future
                                  outstanding      outstanding    issuance
                                  options,         options,       under equity
                                  warrants and     warrants       compensation
                                  rights           and rights     plans
------------------------------------------------------------------------------
Equity compensation plans approved
 by security holders..............        0            --            0

Equity compensation plans not
 approved by security holders.....        0            --            0
                                      -----                      -----
               Total..............        0            --            0
                                      =====                      =====


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

	None.
<PAGE)

ITEM 13. EXHIBITS

     (a) Financial Statements

     Report of Independent Registered Public Accounting Firm

     Balance Sheet - December 31, 2005

     Statements of Operations - Years ended December 31, 2005 and 2004
     and Period from April 9, 1987 (Inception) to December 31, 2005.

     Statement of Changes in Shareholders' Deficiency - Period from April
     9, 1987 (Inception) to December 31, 2005.

     Statements of Cash Flows - Years ended December 31, 2005 and 2004
     and Period from April 9, 1987 (Inception) to December 31, 2005.

     Notes to Financial Statements

     (b) Exhibit List

     3-a     Articles of Incorporation (1)

     3-1(1)  Articles of Amendment of Articles of Incorporation dated
             February 7, 1989

     3-b     By-laws (1)

     10-a    Agreement for the Exchange of Common Stock - filed as an exhibit
             to the Company's Current Report on Form 8-K dated July 13, 2005
             and incorporated herein by reference.

     21      Subsidiaries - None

     31      Rule 13a-14(a) Certification

     32      Rule 13a-14(b) Certification

_________________________________________

(1)  Filed as an exhibit to the Company's Registration Statement on Form
     S-18 (File No. 33-19411-C) and incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

     In August 2005 Creative Vending retained Webb & Company, P.A. as its
principal accountant.  Webb & Company, P.A. had performed no services for
Creative Vending prior to that date.

     Audit Fees

     Webb & Company, P.A. billed $2,100 in connection with the audit of the
Company's financial statements for the year ended December 31, 2005.

     Audit-Related Fees

     Webb & Company, P.A. did not bill the Company for any Audit-Related
fees in the year ended December 31, 2005.

     Tax Fees

     Webb & Company, P.A. did not bill the Company in the year ended
December 31, 2005 for professional services rendered for tax compliance, tax
advice and tax planning.

     All Other Fees

     Webb & Company, P.A. did not bill the Company for any other fees in
the year ended December 31, 2005.

     It is the policy of the Company that all services other than audit,
review or attest services, must be pre-approved by the Board of Directors.

<PAGE>
          REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors of:
Creative Vending Corp.

We have audited the accompanying balance sheet of Creative Vending Corp. as
of December 31, 2005, and the related statements of operations, changes in
shareholders' deficiency and cash flows for the years ended December 31, 2005
and 2004 and for the period from April 9, 1987 (inception) through December
31, 2005.  These financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require that we
plan and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly in
all material respects, the financial position of Creative Vending Corp. as of
December 31, 2005, and the results of its operations and its cash flows for
the years ended December 31, 2005 and 2004 and for the period from April 9,
1987 (inception) through December 31, 2005, in conformity with accounting
principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  As discussed in Note 5 to the
financial statements, the Company has no operations and has had recurring
losses since inception and an accumulated deficit of $140,946.  This raises
substantial doubt about its ability to continue as a going concern.
Management's plans concerning this matter are also described in Note 5.
The accompanying consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.


WEBB & COMPANY, P.A.

Boynton Beach, Florida
March 8, 2006
                                                                F-1
<PAGE>

                            CREATIVE VENDING CORP.
                        (A DEVELOPMENT STAGE COMPANY)
                                BALANCE SHEET
                           AS OF DECEMBER 31, 2005


ASSETS

CURRENT ASSETS

 Cash and cash equivalents                           $       -
                                                      --------
TOTAL ASSETS                                         $       -
                                                      ========


LIABILITIES AND SHAREHOLDERS' DEFICIENCY

CURRENT LIABILITIES

 Accrued expenses                                    $   4,500
 Loans from shareholder                                  1,793
                                                      --------
TOTAL LIABILITIES                                        6,293
                                                      --------

SHAREHOLDERS' DEFICIENCY
 Preferred stock, $1,000 par value, 12%
  redeemable and convertible, 1,000,000
  shares authorized, none issued and
  outstanding                                                -
 Common stock, no par value, 50,000,000
  Class A common shares and 150,000,000
  Ordinary common shares authorized, no
  Class A common shares and 2,009,350
  ordinary common shares issued and
  outstanding, respectively                            123,545
 Contributed capital                                    11,108
 Deficit accumulated during development stage         (140,946)
                                                      --------
Total Shareholders' Deficiency                          (6,293)
                                                      --------
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIENCY       $       -
                                                      ========

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

                                                                F-2
<PAGE>
                            CREATIVE VENDING CORP.
                        (A DEVELOPMENT STAGE COMPANY)
                           STATEMENTS OF OPERATIONS

                                                                  For the
                                                                Period from
                                     For the      For the      April 9, 1987
                                   Year Ended   Year Ended    (Inception) to
                                    December     December        December
                                    31, 2005     31, 2004        31, 2005
                                 ---------------------------------------------
REVENUES                          $        -   $        -       $   73,715

COST OF REVENUES                           -            -           80,359
                                   ---------    ---------        ---------
GROSS PROFIT                               -            -           (6,644)

OPERATING EXPENSES
 General and administrative           15,736          150          133,967
                                   ---------    ---------        ---------
Total Operating Expenses              15,736          150          133,967
                                   ---------    ---------        ---------
LOSS FROM OPERATIONS                 (15.736)        (150)        (124,875)

OTHER EXPENSES
 Interest Expense                        335            -              335
                                   ---------    ---------        ---------
Total Other Expenses                     335            -              335

LOSS BEFORE PROVISION FOR INCOME
 TAXES                               (16,071)        (150)        (140,946)

Provision for Income Taxes                 -            -                -
                                   ---------    ---------        ---------
NET LOSS                          $  (16,071)  $     (150)      $ (140,946)
                                   =========    =========        =========
Net loss per common share -
 basic and diluted                $        -   $        -       $    (0.10)
                                   =========    =========        =========
Weighted average number of
 common shares outstanding -
 basic and diluted                 2,009,350    2,009,350        1,444,319
                                   =========    =========        =========

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

                                                                F-3
                            CREATIVE VENDING CORP.
                        (A DEVELOPMENT STAGE COMPANY)
                STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIENCY
        FOR THE PERIOD FROM APRIL 9, 1987 (INCEPTION) TO DECEMBER 31, 2005

<TABLE>                                                                                               Accumulated
                                                                                                      Deficit
                                            Class A          Ordinary                                 During
                      Preferred Stock     Common Stock     Common Stock     Contributed  Subscription Development
                      Shares    Amount  Shares    Amount Shares     Amount  Capital      Receivable   Stage          Total
                      ----------------------------------------------------------------------------------------------------
<S>                   <C>      <C>      <C>     <C>       <C>     <C>        <C>         <C>         <C>
Balance,
 December 31, 1987         -   $    -        -  $    -          -  $       -   $     -     $      -   $       -   $      -

Sale of common stock
 to founders
 ($0.025 per share)        -        -        -       -    200,000      5,000         -            -           -      5,000

Net loss for the
 year ended
 December 31, 1988         -        -        -       -          -          -         -            -           -          -
                     -----------------------------------------------------------------------------------------------------
Balance,
 December 31, 1988         -        -        -       -    200,000      5,000         -            -           -      5,000

Sale of common stock
 to founders
 ($0.145 per share)        -        -        -       -    789,200    114,425         -            -           -    114,425

Sale of common stock
 pursuant to a Form
 S-18 registered
 offering, net of
 costs ($3.00 per
 share)                    -        -        -       -      3,600      4,100         -            -           -      4,100

Net loss for the
 year ended
 December 31, 1989         -        -        -       -          -          -         -            -    (123,525)  (123,525)
                     -----------------------------------------------------------------------------------------------------
Balance,
 December 31, 1989         -        -        -       -    992,800    123,525         -            -    (123,525)         -

No activity for the
 years ended
 December 31,
 1990 - 1994               -        -        -       -          -          -         -            -           -          -
                     -----------------------------------------------------------------------------------------------------
Balance,
 December 31, 1994         -        -        -       -    992,800    123,525         -            -    (123,525)         -

Common stock issued
 to founders for
 cash ($0.00002
 per share)                -        -        -       -  1,016,550         20         -          (20)          -          -

Net loss for the
 year ended
 December 31, 1995         -        -        -       -          -          -         -            -           -          -
                     -----------------------------------------------------------------------------------------------------
Balance,
 December 31, 1995         -        -        -       -  2,009,350    123,545         -          (20)   (123,525)         -

Collection of
 subscription
 receivable                -        -        -       -          -          -                     20           -         20

Net loss for the
 year ended
 December 31, 1996         -        -        -       -          -          -         -            -        (150)      (150)
                     -----------------------------------------------------------------------------------------------------
BALANCE,
 DECEMBER 31, 1996         -        -        -       -  2,009,350    123,545         -            -    (123,675)      (130)

Net loss for the
 year ended
 December 31, 1997         -        -        -       -         -          -          -            -        (150)      (150)
                     -----------------------------------------------------------------------------------------------------
Balance,
 December 31, 1997         -        -        -       -  2,009,350    123,545         -            -    (123,825)      (280)

Net loss for the
 year ended
 December 31, 1998         -        -        -       -          -          -         -            -        (150)      (150)
                     -----------------------------------------------------------------------------------------------------
Balance,
 December 31, 1998         -        -        -       -  2,009,350    123,545         -            -    (123,975)      (430)

Net loss for the
 year ended
 December 31, 1999         -        -        -       -          -          -         -            -        (150)      (150)
                     -----------------------------------------------------------------------------------------------------
Balance,
 December 31, 1999         -        -        -       -  2,009,350    123,545         -            -    (124,125)      (580)

Net loss for the
 year ended
 December 31, 2000         -        -        -       -          -          -         -            -        (150)      (150)
                     -----------------------------------------------------------------------------------------------------
Balance,
 December 31, 2000         -        -        -       -  2,009,350    123,545         -            -    (124,275)      (730)

Net loss for the
 year ended
 December 31, 2001         -        -        -       -          -          -         -            -        (150)      (150)
                     -----------------------------------------------------------------------------------------------------
Balance,
 December 31, 2001         -        -        -       -  2,009,350    123,545         -            -    (124,425)      (880)

Net loss for the
 year ended
 December 31, 2002         -        -        -       -          -          -         -            -        (150)      (150)
                     -----------------------------------------------------------------------------------------------------
Balance,
 December 31, 2002         -        -        -       -  2,009,350    123,545         -            -    (124,575)    (1,030)

Net loss for the
 year ended
 December 31, 2003         -        -        -       -          -          -         -            -        (150)      (150)
                     -----------------------------------------------------------------------------------------------------
Balance,
 December 31, 2003         -        -        -       -  2,009,350    123,545         -            -    (124,725)    (1,180)

Net loss for the
 year ended
 December 31, 2004         -        -        -       -          -          -         -            -        (150)      (150)
                     -----------------------------------------------------------------------------------------------------
BALANCE,
 DECEMBER 31, 2004         -        -        -       -  2,009,350    123,545         -            -    (124,875)    (1,330)

Contributed capital        -        -        -       -          -          -    11,108            -           -      11,108

Net loss for the
 year ended December
 31, 2005                  -        -        -       -          -          -         -            -     (16,071)    (16,071)
                     ------------------------------------------------------------------------------------------------------
BALANCE,
 DECEMBER 31, 2005         -   $    -        -   $   -  2,009,350   $123,545   $11,108       $    -   $(140,946)  $  (6,293)
                     ==========================================================================================


</TABLE>

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

                                                                F-4
<PAGE>

                           CREATIVE VENDING CORP.
                       (A DEVELOPMENT STAGE COMPANY)
                         STATEMENT OF CASH FLOWS

                                                                  For the
                                                                Period from
                                     For the      For the      April 9, 1987
                                   Year Ended   Year Ended    (Inception) to
                                    December     December        December
                                    31, 2005     31, 2004        31, 2005
                                 ---------------------------------------------

CASH FLOWS FROM OPERATING
 ACTIVITIES:
 Net loss                          $ (16,071)   $    (150)      $ (140,946)
 In-kind contributions                 1,335            -            1,335

 Changes in operating assets and
  liabilities:
  Increase in accrued expenses         4,500            -            4,500
                                    --------     --------         --------
 Net Cash Used In Operating
  Activities                         (10,236)        (150)        (135,111)
                                    --------     --------         --------
CASH FLOWS FROM FINANCING
 ACTIVITIES:
 Loans received from shareholder         463          150            1,793
 Contributed Capital                   9,773            -            9,773
 Proceeds from sale of common stock        -            -          123,545
                                    --------     --------         --------
 Net Cash Provided By Financing
  Activities                          10,236          150          135,111
                                    --------     --------         --------
NET INCREASE (DECREASE) IN CASH
 AND CASH EQUIVALENTS                      -            -                -

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


SUPPLEMENTAL DISCLOSURE OF CASH
 FLOW INFORMATION:
 Cash paid during the year for
  interest                         $       -    $       -        $       -
                                    ========     ========         ========
 Cash paid during the year for
  income taxes                     $       -    $       -        $       -
                                    ========     ========         ========


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

                                                                F-5
<PAGE>
                           CREATIVE VENDING CORP.
                        (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO FINANCIAL STATEMENTS


NOTE 1	ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     (A) Organization

     Creative Vending Corp. (the "Company"), a development stage company, was
     organized under the laws of the State of Florida on April 9, 1987 as HWS
     MAI Corp.  On February 17, 1989, the Company filed an amendment to its
     articles of incorporation changing its name to Creative Vending Corp.

     The Company, a "shell" entity, intends to effect a merger or acquire the
     assets or common stock of existing businesses.  There can be no assurance
     of the Company's success in such endeavors.

     The Company only realized one revenue producing transaction in March,
     1989 sustaining a loss thereon and has not conducted any business
     operations.

     Activities during the development stage include development of a business
     plan, obtaining financing and effecting a merger or acquisition.

     (B) Use of Estimates

     The preparation of 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 revenue and expenses
     during the reporting period.  Actual results could differ from those
     estimates.

     (C) Cash and Cash Equivalents

     The Company considers all highly liquid temporary cash investments with
     an original maturity of three months or less to be cash equivalents. The
     Company did not have any cash or cash equivalents as of the balance sheet
     dates presented in the financial statements.

     (D) Income Taxes

     The Company accounts for income taxes in accordance with the Statement of
     Financial Accounting Standards No. 109, "Accounting for Income Taxes",
     which requires the recognition of deferred tax liabilities and assets at
     currently enacted tax rates for the expected future tax consequences of
     events that have been included in the financial statements or tax
     returns.  A valuation allowance is recognized to reduce the net deferred
     tax asset to an amount that is more likely than not to be realized.  The
     income tax provision shown on the accompanying statement of operations is
     zero since the deferred tax asset generated from the net operating loss
     is offset in its entirety by valuation allowances.
                                                                F-6
<PAGE>
                           CREATIVE VENDING CORP.
                        (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO FINANCIAL STATEMENTS

     As of December 31, 2005, the Company had $17,421 of net operating loss
     carryforwards ("NOL") expiring in the following fiscal years:

                   NOL Amount           Expiration Period
                  ------------          ----------------------
                    $   300             December 31, 2011-2012
                      1,050             December 31, 2018-2024
                      6,071             December 31, 2025

     A deferred tax asset of $3,574 comprised of $2,618 for federal income
     taxes and $956 for state income taxes has been reserved by a valuation
     allowance to account for the potential benefit of the NOL.  The Company's
     valuation allowance increased by $3,295 in the year ended December 31,
     2005.

     (E) Loss Per Share

     Basic and diluted net loss per common share is computed based upon the
     weighted average common shares outstanding as defined by Financial
     Accounting Standards No 128, "Earnings Per Share."  As of December 31,
     2005, and 2004, the Company did not have any common share equivalents.

     (F) Segment Information

     The Company operates in one segment and therefore segment information is
     not presented.

     (G) Stock-Based Compensation

     The Company applies Accounting Principles Board ("APB") Opinion No. 25,
     Accounting for Stock Issued to Employees, and Related Interpretations, in
     accounting for stock warrants issued to employees.  Under APB No. 25,
     employee compensation cost is recognized when estimated fair value of the
     underlying stock on date of grant exceeds exercise price of the stock
     option.  For stock options and warrants issued to non-employees, the
     Company applies Statements of Financial Accounting Standards ("SFAS") No.
     123, Accounting for Stock-Based Compensation, which requires the
     recognition of compensation cost based upon the fair value of stock
     warrants at the grant date using the Black-Scholes option pricing model.

     (H) Recent Accounting Pronouncements

     Statement of Financial Accounting Standards ("SFAS") No. 154, "Accounting
     Changes and Error Corrections - a replacement of APB Opinion No. 20 and
     FASB Statement No. 3"; SFAS No. 151, "Inventory Costs - an amendment of
     ARB No. 43, Chapter 4"; SFAS No. 152, "Accounting for Real Estate Time-
     Sharing Transactions - an amendment of FASB Statements No. 66 and 67";
     SFAS No. 153, "Exchanges of Non-monetary Assets - an amendment of APB
     Opinion No. 29"; and SFAS No. 123 (revised 2004), "Share-Based Payment",
     do not have applicability to the Company's operations nor any impact on
     the Company's financial statements.
                                                                F-7
<PAGE>

NOTE 2  LOANS FROM SHAREHOLDER

     The Company's founding shareholder loaned the Company $130 in 1996, $150
     in each of the eight fiscal years from December 31, 1997 to December 31,
     2004, and $463 in the year ended December 31, 2005.  As of December 31,
     2005, the Company owed the shareholder $1,793. The loan is unsecured,
     payable on demand and non-interest bearing (See Note 4).  Interest has
     been imputed at a rate of 4% per annum and recorded as an in-kind
     contribution.

NOTE 3	CAPITAL STOCK

     (A) Common Stock

     The common stock shares are divided into two classes, Class A common
     shares and ordinary common shares.  The Company is authorized to issue
     50,000,000 Class A common shares and 150,000,000 ordinary common shares.
     Class A common shares shall be converted automatically into ordinary
     common shares upon sale, death, or other transfer by the original holder
     other than to another Class A Common shareholder, or at any time at the
     written request of the original holder.  No Class A common shares are
     issued and outstanding.

     The common shares carry no preemptive rights and are not redeemable.
     Cumulative voting is not permitted.  All shareholders are entitled to
     participate equally in dividends and rank equally in the event of
     liquidation.

     Common stock issuances from April 9, 1987 (inception) to December 31,
     2005 were as follows:

     i.    On January 20, 1988, the Company issued 200,000 shares of common
           stock to its founders for cash of $5,000 ($0.025 per share).

     ii.   On January 23, 1989, the Company issued 789,200 shares of common
           stock to its founders for cash of $114,425 ($0.145 per share).

     iii.  During the months of May and June, 1989, the Company issued 3,600
           shares of common stock for cash of $10,800 ($3.00 per share)
           pursuant to a Form S-18 registered offering.  The Company incurred
           $6,700 of offering costs resulting in net proceeds to the Company
           of $4,100.

     iv.   On December 22, 1995, the Company issued 1,016,550 shares of common
           stock to its founder for cash of $20 ($0.00002 per share).

     The financial statements reflect the retroactive application of the
     following stock split:

     i.    On August 10, 1995, the Company authorized a reverse stock split of
           one ordinary common share for each 100 shares outstanding.

                                                                F-8
<PAGE>

     (B) Preferred Stock

     The Company has authorized the issuance of 1,000,000 shares of Redeemable
     Convertible 12% Preferred Stock with a par value of $1,000 per share.
     These preferred shares are entitled to two votes per share, a 12%
     preferred dividend, have a preference upon liquidation or partial return
     of capital, and may be redeemed by the Company or converted to ordinary
     common shares.  No preferred stock has been issued.

     (C) In-Kind Contribution

     During 2005, the company recorded interest expense of $335 on the
     shareholder loan as an in-kind contribution.  (See Note 2)

     During 2005, the President provided services to the company valued at
     $1,000.  These services were recorded as an in-kind contribution.

     During 2005, a related party paid for $9,773 of the administrative
     expenses on behalf of the company which has been recorded as an in-kind
     contribution. (See Note 6)

NOTE 4	RELATED PARTY TRANSACTIONS

     See Notes 2 and 3.

NOTE 5	GOING CONCERN

     The Company is in the development stage.  The Company has no operations
     and has had recurring losses since inception and an accumulated deficit
     of $140,946.  Accordingly, there is substantial doubt about the Company's
     ability to continue as a going concern.  The ability of the Company to
     continue as a going concern is dependent on the Company's ability to
     raise additional capital and/or effect a merger or acquire the assets or
     common stock of an existing business.  The financial statements do not
     include any adjustments that might be necessary if the Company is unable
     to continue as a going concern.

     As more fully discussed in Note 6, on July 13, 2005, the Company entered
     into an agreement for the exchange of common stock with an unrelated
     party.  Management believes that the successful consummation of said
     agreement can provide the Company with the opportunity to continue as a
     going concern.

NOTE 6	SHARE EXCHANGE AGREEMENT

     On July 13, 2005, the Company entered into an agreement with an unrelated
     party (hereinafter referred to as "TSI") to acquire 100% of the common
     stock of TSI in exchange for 18,000,000 ordinary common shares of the
     Company.  The consummation of the transaction is contingent upon the
     following conditions:

     i.    The Company has been brought into full compliance with its reporting
           obligations under the Securities Exchange Act of 1934 and
     ii.   TSI obtaining shareholder approval of the agreement.

     The "closing" of this agreement shall occur ten days after each of the
     two conditions   referred to above have been satisfied.

     During the quarter ended December 31, 2005, the Company incurred $14,273
     of accounting, auditing and legal fees associated with the Company's
     efforts to comply with the reporting obligations of the Securities
     Exchange Act of 1934.  TSI paid $9,773 of the aforementioned professional
     fees, without recourse to the Company, during the quarter ended December
     31, 2005.  Accordingly, the Company charged the $14,273 of professional
     fees to general and administrative expenses and the $9,773 paid by TSI is
     recorded in the balance sheet as contributed capital under the caption of
     shareholders' deficiency.
                                                                F-9
<PAGE>


                                  SIGNATURES

     In accordance with Section 13 or 15(d) of the Exchange Act, the
     Registrant has caused this report to be signed on its behalf by the
     undersigned, thereunto duly authorized.

                                      CREATIVE VENDING CORP.

                                      By: /s/ Dale B. Finfrock, Jr.
                                      --------------------------------------
                                      Dale B. Finfrock, Jr., Chief Executive
                                       Officer

     In accordance with the Exchange Act, this Report has been signed
     below on March 16, 2006 by the following persons, on behalf of the
     Registrant and in the capacities indicated.


/s/ Dale B. Finfrock, Jr.
----------------------------------
Dale B. Finfrock, Jr., Director
 Chief Executive Officer, Chief
 Financial and Accounting Officer