FORM 10-Q
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

For Quarter Ended:        June 30, 1996
Commission File Number: 33-19411-C

                             CREATIVE VENDING CORP.
             (exact name of registrant as specified in its charter)

         Florida                                                 65-0008012
(State or other jurisdiction of                                (IRS Employer
incorporation of organization                                Identification No.)


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

                                 (407) 833-5092
              (Registrant's telephone number, including area code)


 
                 3020 Pickett Rd., Suite 4800, Durham N.C. 27705
   (former name, address and former fiscal year, if changed from last report)


     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 ISSUERS:

     Indicate the number of shares  outstanding of each of the issuer's  classes
of Common Stock, as of the latest practicable date.

     As  of  June  30,  1996  there  were  2,000,000  shares  of  Common  Stock
outstanding.



<PAGE>


                         PART I - FINANCIAL INFORMATION


Item 1.    Financial Statements.

           See financial statements (unaudited), attached as an exhibit.

Item 2.    Management's Discussion and Analysis of Financial Condition and
           Results of Operations.

     The Registrant had not yet commenced  business  operations as of the end of
this quarter.  Since inception the Registrant has received only minimal revenues
and maintained only nominal capital.

     Because of the total lack of revenues and business operations,  there is no
basis for comparison of financial  statements,  sales, revenues or earnings with
any other statements of any other fiscal period.


                           PART 11 - OTHER INFORMATION


Items 1-5. Not Applicable

Item 6.    Exhibits

     (a)  Financial  Statements   (unaudited)  of  Registrant  for  the  current
quarterly period.











 




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<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                      Registrant:

                                      CREATIVE VENDING CORP.

                                      By: /s/ Dale B. Finfrock
                                              Dale B. Finfrock, Jr.,  President


     Date: August 21, 1996















 














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<PAGE>

                             CREATIVE VENDING CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
            JUNE 30, 1996 (UNAUDITED) AND DECEMBER 31, 1995 (AUDITED)

                                                    UNAUDITED            AUDITED
                                                      06/30               12/31
                                                       1996                1995 

                                     ASSETS

Current Asset:
     Cash                                            $    -0-           $    -0-

              Total Current Asset                         -0-                -0-

              Total Assets                            $   -0-            $   -0-

                              SHAREHOLDER'S 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
         2,000,000 ordinary common shares          $   1,969         $   1,967

     Additional paid-in capital                       121,558           121,558

     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-





                 See Accompanying Notes to Financial Statements


                                       F-1
<PAGE>

                             CREATIVE VENDING CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                             STATEMENT OF OPERATIONS
                     SIX MONTHS ENDED JUNE 30, 1996 AND 1995
                                   (UNAUDITED)

                                                 1996                   1995

Revenues                                        $      -0-            $      -0-

Operating expenses                                     -0-                   -0-

     Gross Profit (Loss)                               -0-                   -0-

Expenses:
         General & Administrative                      -0-                   -0-
 
     Total Expenses                                    -0-                   -0-

     Net Loss                               $          -0-        $          -0-

     Net (Loss) Per Share                   $          -0-        $          -0-





















                 See Accompanying Notes to Financial Statements


                                       F-2
<PAGE>

                             CREATIVE VENDING CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                  STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                     SIX MONTHS ENDED JUNE 30, 1996 AND 1995
                                   (UNAUDITED)

                                                  1996                  1995

Shareholders' Equity:
     Beginning of period                      $        -0-         $         -0-

         Additions                                     -0-                   -0-

     Deductions:
         Net loss, six months ended
              June 30-deficit accumulated
              during the development stage             -0-                   -0-

Ending Balance as of June 30                  $        -0-         $         -0-
                                              ____________         _____________























                 See Accompanying Notes to Financial Statements



                                       F-3
<PAGE>

                             CREATIVE VENDING CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                             STATEMENT OF CASH FLOWS
                     SIX MONTHS ENDED JUNE 30, 1996 AND 1995
                                   (UNAUDITED)

                                                    1996                1995

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

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


CASH FLOWS FROM INVESTING ACTIVITIES                     -0-                 -0-

CASH FLOWS FROM FINANCING ACTIVITIES                     -0-                 -0-

Net Change in Cash                                       -0-                 -0-

Cash - Beginning of Period                               -0-                 -0-

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
















                 See Accompanying Notes to Financial Statements


                                       F-4

<PAGE>

                             CREATIVE VENDING CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)



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 such operations
in the  coin-game  industry,  the Company  liquidated  its assets to satisfy its
liabilities  in full during the year ended  December  31, 1989.  The Company,  a
development stage enterprise,  is inactive and has no business  operations.  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.

NOTE 2 - In the opinion of  management,  the  accompanying  unaudited  financial
statements  contain all  adjustments  necessary to present  fairly the financial
position of Creative  Vending Corp. as of June 30, 1995,  and the results of its
operations,  changes  in its  shareholders'  equity and cash flows for the three
months then ended.

NOTE 3 - The results of operations  for the three months ended June 30, 1995 are
not necessarily indicative of the results to be expected for the entire year.














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