FORM 10-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

For the fiscal year ended December 31, 1995 OR

         [  ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition from                          to                             

Commission file number  33-19411-C

                             CREATIVE VENDING CORP.                             

Florida                                                              65-0008012 
State or other jurisdiction of              (I.R.S. Employer identification No.)
incorporation or organization

P. O. Box 669, Palm Beach, FL                                           33480   
(Address of principal executive office)                               (Zip Code)

Registrant's telephone number, including area code       (407) 833-5092         
Securities registered pursuant to Section 12(b) of the Act:

Title of each class                    Name of each exchange on which registered
        NONE                                                                    

Securities registered pursuant to section 12(g) of the Act:

                         Common Stock $.00002 par value
                                (Title of Class)
 
     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. Yes X No

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

     As of  December  31,  1995  there  were  2,000,000  shares of Common  Stock
outstanding. There has never been trading in the Registrant's Common Stock.

                       DOCUMENTS INCORPORATED BY REFERENCE
 
                                      NONE




                                        1
<PAGE>



                                     PART I

                                ITEM 1 - BUSINESS

General

     Creative Vending Corp. ("the Company"),  a Florida corporation,  was formed
in April of 1987 to engage in the acquisition of an operating  business/s.  From
inception  to the  present  the  Company  was  considered  a  development  stage
enterprise.  On February 17, 1989,  the Company's  name was changed from HWS Mai
Corp.  to Creative  Vending  Corp. A new board of  Directors  was elected and on
March 15, 1989 It acquired  certain  inventory and equipment with a net value of
approximately  $145,000. The Company was involved in the development,  assembly,
manufacturing and sale of coin operated amusement machines. The Company did not,
however,  have meaningful business operations during the year ended December 31,
1995, nor in any of its previous fiscal years. Due to the Company's inability to
raise working  capital to fund such  operations in the coin game  industry,  the
Company liquidated its assets to satisfy its liabilities in full during the year
end December 31, 1989.  The Company  anticipates  commencing  operations  from a
South  Florida  location  during the fiscal year to end December  31, 1996.  The
Company is  currently  conducting  a survey of possible  businesses  that it may
enter or acquire. As of this date the Company has not yet selected a business to
enter or acquire.

Competition

     Numerous  firms also  located in South  Florida as well as  throughout  the
United States will compete  vigorously  with the Company for the  acquisition of
business and potential business ventures and opportunities.  The Company will be
at a competitive  disadvantage  in the pursuit of possible  target  acquisitions
because of the inexperience of the Company and its principals.

Employees

     The Company has only one  employee,  Dale B.  Finfrock,  Jr., who is only a
part  time  employee.  The  Company  anticipates  hiring a staff of  managerial,
administrative  and sales  employees once a business  opportunity is secured and
active operations are ready to commence.

Business Acquisitions

     The Company intends to actively commence the identification, evaluation and
investigation  of one or  more  small  business  opportunities.  As of the  date
hereof, the Company has identified no business opportunities for acquisition.

     The Company may seek business  opportunities in the form of firms which are
about
                                        2
<PAGE>

to or have only recently  commenced  operations,  are  developing  new products,
inventions  or even novel  methods of  marketing  or  distribution  of  existing
products.   Target   acquisitions  may  include  privately  held   corporations,
partnerships,  sole proprietorships and even proposed enterprises which have not
yet been formed. It is possible that such business opportunities may involve the
acquisitions of one or more business entities in whole or in part for securities
of the Company.

     Initially  the Company  will  concentrate  its efforts on  identifying  and
evaluating   acquisition  candidates  located  in  the  State  of  Florida  with
particular  attention  given to target  entities and  ventures  located in Dade,
Broward and Palm Beach Counties,  locations convenient to the Company's intended
center of operations.  To the extent that an acceptable South Florida or Florida
candidate is not identified,  the Company will also undertake evaluation efforts
elsewhere.

     It is  anticipated  that  business  opportunities  will be available to the
Company from various sources,  including professional advisors such as attorneys
and accountants, securities broker-dealers,  venture capitalists, members of the
financial community, and others who may present unsolicited proposals.  There do
not presently exist any plans,  understandings,  agreements or commitments  with
any individual for such persons to act as broker or finder of opportunities  for
the Company.

     A  decision  to  commence  negotiations  to  acquire  a  specific  business
opportunity may be made upon  managements'  analysis of the quality of the other
firm's  management  and the  personnel,  the  anticipated  acceptability  of the
target's products or marketing concepts, the merit of technological changes, and
numerous  other  factors  which are  difficult,  if not  impossible,  to analyze
through the  application of any objective  criteria.  In many  instances,  it is
anticipated  that  the  historical  operations  of a  specific  firm  may not be
necessarily   indicative  of  the  potential  for  the  future  because  of  the
requirement to substantially shift marketing  approaches,  expand significantly,
change product emphasis,  change or substantially  augment  management,  or make
other changes.

     Management cannot now predict when the first acquisition will be completed.
It is likely that the investigation and analysis of proposed target  enterprises
or  opportunities  will take several months at least,  followed by negotiations,
contracts and the final closing which may well exhaust additional months.

     As in most other  corporations,  the Board of  Directors of the Company has
the  power  to  effect  certain  acquisitions  or  other  transactions  having a
potentially  dilutive or adverse  impact on the public  investors  without first
submitting the proposal to the  shareholders  for their  consideration.  In some
instances,  however, the proposed participation in a business opportunity may be
submitted to the shareholders for their consideration, either voluntarily by the
Directors  to seek the  shareholders'  advice and  consent,  or in the case of a
proposed merger or otherwise because of a requirement of Florida law.
 


                                        3
<PAGE>

Venture Capital Investments

     Subsequent to concluding its initial  acquisition,  it is contemplated that
management will infuse additional  capital into the Company and that the Company
will seek to make equity investments or provide loans with equity  participation
in small enterprises or businesses selected by management.


     Preliminary  evaluations  will be  undertaken  by the  Company to assist in
identifying  possible  companies in need of venture capital which  demonstrate a
good  potential  for  economic  growth  and  development.  The  Company  has not
established  a  specific  level  of  earnings  or  assets  that  such  potential
businesses must possess and below which the Company will not consider  investing
or funding.

     Moreover,  management  may well  identify  a  candidate  business  which is
generating losses or which has negative  shareholders' equity, or both but which
management  desires  to  invest  in  or  provide  funding  for  because  of  the
businesses' perceived potential for success with proper funding. Investing in or
funding of a candidate business which is generating losses or which has negative
shareholders'  equity  may have a  material  adverse  effect on the price of the
Company's Common Shares.

     Venture  capital  investments  are  notoriously  risky and fraught with the
significant  likelihood  of total  loss of  investment.  Moreover,  there  are a
substantial  number of venture  capital  providers  with  significantly  greater
financial  resources,  personnel  and  investigatory  capability  that  will  be
competing with the Company.

   Properties

     The  Company  has not  entered  into any  business  leases  which await the
commencement of active business operations.

                               ITEM 2 - PROPERTIES

                         See "Business-Properties" above

                           ITEM 3 - LEGAL PROCEEDINGS

     No legal proceedings are pending against Creative Vending Corp., nor is the
Company aware of any claims threatened or pending against the Company.

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

     In the final  quarter of the year no matters  were  submitted  to a vote of
security holders.



                                        4
<PAGE>

                                     PART II

             ITEM 5 - MARKET FOR THE REGISTRANT' S COMMON STOCK AND
                          RELATED STOCKHOLDERS MATTERS

Market information

     The Company'  shares of Common Stock were not traded during the fiscal year
ended December 31, 1995, nor in any of the Company'  previous fiscal years.  The
Company does not anticipate the commencement of a market for company  securities
in the foreseeable future.

Holders

     On December  31,  1995,  the  approximate  number of record  holders of the
Common Stock of the Company was 780.

                        ITEM 6 - SELECTED FINANCIAL DATA

Statement of Income Data:  For the Fiscal Year Ended   For the Fiscal Year Ended
                                December 31, 1995          December 31, 1994

Sales                                  $0                          $0
Total Operating Expenses                0                           0
                                                                                
         Total General &                                            0
 Administrative Expenses                0
       Net income (Loss)               $0                          $0

      Balance Sheet Data    As of December 31, 1995     As of December 31, 1994

Current Assets                         $0                           0
Other Assets                            0                           0
Total Assets                            0                           0
Current Liabilities                     0                           0
Other Liabilities                       0                           0
Total Liabilities                       0                           0
Shareholders' Equity                   $0                          $0



                                        5
<PAGE>

                   ITEM 7- MANAGEMENT' DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Liquidity and Capital Resources

     Current assets equaled $0 while current  liabilities  equaled $0 as of year
end. Total assets equaled $0 as of year end.

Capital Requirements and Source of Funds

     Because the Company  anticipates  engaging in the acquisition of an ongoing
business or business  opportunity.  The Company does not anticipate  maintaining
significant  inventories  of products.  See  "Liquidity  and Capital  Resources"
above.

Effect of Inflation

     The  Company  does not  believe  that  its  contemplated  business  will be
materially effected either favorably or adversely by inflation.

Results of Operations

     The Company had sales of $-0- during the year ended  December  31, 1995 and
incurred total expenses of $-0- and general and administrative expenses of $-0-.
Net income for the period therefore was $-0-.

Financial Condition

     As of year-end the Company appeared to have adequate  resources to continue
ongoing business operations.

Other Events

     On August 10,  1995 the  Company  completed  a 100-1  reverse  split of its
outstanding common stock.

              ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     Reference is made to the Financial  Statements attached hereto,  commencing
on page F-1.

            ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                       ACCOUNTING AND FINANCIAL DISCLOSURE

     There have been no  disagreements  between the Company and its  accountants
and auditors with respect to accounting and financial disclosure.



                                        6
<PAGE>

                                    PART III

          ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The  following  table sets forth  certain  information  with respect to the
Company's Officers, Directors and key employees:


Name                       Age               Positions with the Company

Dale B. Finfrock, Jr.      54                President, Chief Executive Officer,
                                             Chief Financial Officer, Secretary,
                                             Treasurer and Sole Director

     All Directors hold office until the next annual meeting of  shareholders of
the Company or until their  successors are elected and qualified.  Officers hold
office  until  their  successors  are chosen and  qualified,  subject to earlier
removal  by the Board of  Directors.  The  Company  does not have an  Executive,
Nominating, Compensation or Audit Committee.

     Set forth below is a biographical  description of each officer listed above
and of each Director of the Company:

     Dale  B.  Finfrock,  Jr.  is the  President,  Secretary,  Treasurer,  Chief
Executive Officer, & Sole Director of the Company.  From 1984 to the present, he
has provided consulting services and been engaged in venture capital and private
investment  banking.  He is  president  of OTC  Capital  Corporation,  a private
venture capital company primarily in the business of assisting private companies
in becoming public.



















                                        7
<PAGE>

                        ITEM 11 - EXECUTIVE COMPENSATION

     The  following  summary  compensation  table  sets for the  aggregate  cash
compensation paid, accrued or deferred to the Chief Executive Officer ("CEO") of
the Company and to each  officer of the Company who earned in excess of $100,000
for services  rendered in all  capacities to the Company  during the fiscal year
ended December 31, 1995, 1994, 1993.
                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
<S>                     <C>       <C>         <C>        <C>               <C>


Name and                          Annual      Annual     Other Annual      All Other
Principal Position       Year     Salary      Bonus      Compensation      Compensation

Dale B. Finfrock, Jr.    1995       $0                        $0
  President, Chief       1994       $0                        $0
  Executive Officer      1993       $0                        $0
  and Director
</TABLE>

The Company's directors do not receive compensation for acting in this capacity.

                     ITEM 12 - SECURITY OWNERSHIP OF CERTAIN
                        BENEFICIAL OWNERS AND MANAGEMENT

     The following  table sets forth the holdings of Common Stock by each person
who, as of December 31, 1995 held of record,  or was known by the Company to own
beneficially more than 5 percent of the outstanding Common Stock of the Company,
by each Director and officer of the Company and by all Directors and officers of
the Company as a group:

                                  No. of shares and           Percentage of
Names and Address of              Nature of Beneficial        Common
Beneficial Owner                  Ownership                   Shares Outstanding

OTC Capital Corporation                  826,550                    41.33%
Dale B. Finfrock, Jr.                    429,750                    21.49%
All Directors and Officers             1,256,300(1)                 62.82%
as a group (1 person)

(1) includes  826,550  shares owned by OTC Capital  Corporation of which Dale B.
Finfrock, Jr. is a principal and the majority shareholder.



 
            ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

                                      None.


                                        8
<PAGE>

                                     PART IV

               ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
                             AND REPORTS ON FORM 8-K



(a)  (1)  The following financial statements are included in Part II, item 8*:

 

                                                                            Page
Independent Auditor's Report                                                 F-1
Balance Sheet as of December 31, 1995
and 1994                                                                     F-2
Statement of Operations for the years ended
December 31, 1995, and December 31, 1994                                     F-3
Statement of Changes in Shareholders' Equity
for the years ended December 31, 1995, and
December 31, 1994                                                            F-4
Statement of Cash Flows for the years ended
December 31,1995, and December 31, 1994                                      F-5
Notes to Financial Statements                                                F-6


(b)  Reports on Form 8-K.  No  reports  on Form 8-K were filed  during the three
months ended December 31, 1995.


* The  Financial  Statements  and  Schedules  referred  to  above,  include  the
Auditor's Opinion, were previously submitted with originally filed Form 10-K.












                                        9
<PAGE>

                                   SIGNATURES


     Pursuant  to the  requirements  of  Section  13 or 15(d) 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.

                                                 Creative Vending Corp.
 



     Dated: August 21,1996                       By: /s/ Dale B. Finfrock
                                                 Dale B. Finfrock, Jr. President




     Pursuant to the  requirement of the Securities  Exchange Act of 1934,  this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant and in the capacities and on the dates indicated.




                                                      Date

/s/ Dale B. Finfrock                                  August 21, 1996
Dale B. Finfrock, Jr.,  Director











\cvc\cvc1296.10k



                                       10
<PAGE>

                              ANGEL E. LANA, P.A.
                          Certified Public Accountants

3511 West Commercial Blvd., Suite 227                       106 Winged Foot Lane
Fort Lauderdale, Florida  33309                        Boca Raton, Florida 33431
Telephone (305) 484-1100                                Telephone (407) 421-6803
Fax (305) 733-9044                                                (407) 391-8284

Board of Directors
Creative Vending Corp.

                          INDEPENDENT AUDITOR'S REPORT

I have audited the  accompanying  balance  sheets of Creative  Vending  Corp. (a
Development  Stage  Company) as of December  31, 1995 and 1994,  and the related
statements of  operations,  shareholders'  equity and cash flows for each of the
three years in the three year period ended  December 31, 1995.  These  financial
statements are the responsibility of the Company's management. My responsibility
is to express an opinion on these financial statements based on my audit.

I conducted my audit in accordance with generally  accepted auditing  standards.
Those standards  require that I plan and perform the audit 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.
I believe that my audit provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material  respects,   the  financial  position  of  Creative  Vending  Corp.  (a
Development  Stage Company) as of December 31, 1995 and 1994, and the results of
its  operations and its cash flows for each of the three years in the three year
period ended December 31, 1995 in conformaity with generally accepted accounting
principles.

/s/ Angel E. Lana, P.A.
Angel E. Lana, P.A.
Certified Public Accountant

May 15, 1996
Fort Lauderdale, Florida

<PAGE>
                             CREATIVE VENDING CORP.
                         (A DEVELOPMENT STATE COMPANY)
                                 BALANCE SHEET
                           DECEMBER 31, 1995 AND 1994


                                                       1995            1994

                         ASSETS

     Total Assets                                   $   -0-         $   -0-


                    SHAREHOLDERS' EQUITY

Shareholders' Equity:
   Common Stock, $.00002 par value; authorized
     50,000,000 Class A common shares,
     150,000,000 ordinary common shares;
     issued and outstanding - ordinary common
     shares, 2,000,000 in 1995; 983,450 in 1994    $       40       $       20

   Additional paid-in capital                         123,485          123,505

   Preferred stock, $1,000 par value; 12%
     redeemable and convertible, 1,000,000
     shares authorized; no shares issued and
     outstanding                                        -0-              -0-

   (Deficit) accumulated during the
     development stage                               (123,525)        (123,525)

        Total Shareholders' Equity                 $    -0-         $    -0-



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

<PAGE>

                             CREATIVE VENDING CORP.
                         (A DEVELOPMENT STAGE COMPANY)
                            STATEMENT OF OPERATIONS
                  YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993



                                        1995           1994           1993

Revenues                             $    -0-        $   -0-       $   -0-

Cost of Revenues                          -0-            -0-           -0-

Gross Profit                              -0-            -0-           -0-

Expenses:

General & Administrative                  -0-            -0-           -0-

Total Expenses                            -0-            -0-           -0-

Net Loss                             $    -0-        $   -0-       $   -0-




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

<PAGE>

                             CREATIVE VENDING CORP.
                         (A DEVELOPMENT STAGE COMPANY)
                       STATEMENT OF SHAREHOLDERS' EQUITY
                  YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993


                                        1995           1994           1993

Shareholders' Equity:

   Beginning of period               $   -0-        $   -0-        $   -0-

   Additions                             -0-            -0-            -0-

   Deductions                            -0-            -0-            -0-

   End of period                     $   -0-        $   -0-        $   -0-




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

<PAGE>
                             CREATIVE VENDING CORP.
                         (A DEVELOPMENT STAGE COMPANY)
                            STATEMENT OF CASH FLOWS
                  YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993


                                                  1995      1994      1993

CASH FLOWS FROM OPERATING ACTIVITIES
   Net Loss                                      $  -0-    $  -0-    $  -0-
   Adjustment to Reconcile Net Loss
     to Net Cash Used by
     Operating Activities                           -0-       -0-       -0-

     Net Cash Used by Operating Activities          -0-       -0-       -0-

CASH FLOWS FROM INVESTING ACTIVITIES                -0-       -0-       -0-

CASH FLOWS FROM FINANCING ACTIVITIES                -0-       -0-       -0-

Net Change in Cash                                  -0-       -0-       -0-

Cash - Beginning of Period                          -0-       -0-       -0-

Cash - End of Period                             $  -0-    $  -0-    $  -0-



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

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


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business Activity

Creative  Vending Corp.  (the Company) was organized under the laws of the State
of Florida on April 9, 1987 as HWS MAI Corp. and  effectuated its name change on
February 17, 1989.  The Company was in the  business of  development,  assembly,
manufacture  and  sale of  advanced  coin-operated  amusement  machinery  in the
coin-game industry.

Due to the Company's  inability to raise working capital to fund its operations,
the Company  liquidated  its assets to satisfy its  liabilities  during the year
ended  December 31, 1989.  The  Company,  a  development  stage  enterprise,  is
inactive  and has no business  o[perations.  The future of the Company is solely
dependent  on the  willingness  of the  shareholders  to provide  the  necessary
capital and efforts required to continue future development activities.

Method of Accounting

The Company uses the accrual basis of accounting  in accordance  with  generally
accepted  accounting  principles.  Accordingly,  revenues are recorded as earned
irrespective  of  their  receipt  and  expenses  are  recognized  when  incurred
regtardless  of when  they  are  paid.  The  Company  did  not  enter  into  any
transactions during the three year period ended December 31, 1995.

NOTE 2 - SHAREHOLDERS' EQUITY

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 no permitted.  All shareholders are entitled to participate equally in
dividends and rank equally in the event of liquidation.

On August 10, 1995,  the Company  authorized a reverse  stock split of one share
for each 100  outstanding,  the  effect of which was to reduce  the  outstanding
ordinary  common  shares  to  983,450.  The  financial  statements  reflect  the
retroactive  application  of the reverse  stock split.  On December 26, 1995 the
Company  issued  1,016,550  ordinary  common  shares  to  existing  shareholders
resulting in 2,000,000 total outstanding shares.

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.