CREATIVE PROGRAMMING & TECHNOLOGY VENTURES INC
SC 13G/A, 1997-01-08
GAMES, TOYS & CHILDREN'S VEHICLES (NO DOLLS & BICYCLES)
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13G


                  Under the Securities and Exchange Act of 1934
                               (Amendment No. 2)


               Creative Programming and Technology Ventures, Inc.
               --------------------------------------------------
                                (Name of Issuer)


                          Common Stock, $.01 Par Value
                          ----------------------------
                         (Title of Class of Securities)


                                    22528Q109
                                 --------------
                                 (CUSIP Number)


Check the following box if a fee is being paid with this  statement  |_|. (A fee
is not required only if the filing person:  (1) has a previous statement on file
reporting  beneficial  ownership  of more  than  five  percent  of the  class of
securities  described  in Item 1;  and (2) has  filed  no  amendment  subsequent
thereto reporting  beneficial  ownership of five percent or less of such class.)
(See Rule 13d-7).

The  remainder  of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any  subsequent  amendment  containing  information  which  would  alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).





<PAGE>


CUSIP No.  22528Q109                                                Page 2 of 6

1.       Name of Reporting Person

                  Gary R. Vickers

         SSN or EIN of Above Person

                  ###-##-####

2.       Check the Appropriate Box if a member of a Group

                  N/A

3.       SEC Use Only

4.       Citizenship of Place of Organization

                  United States of America

5.       Sole Voting Power

                  2,054,700

6.       Shared Voting Power

                  -0-

7.       Sole Dispositive Power

                  1,004,000

8.       Shared Dispositive Power

                  -0-

9.       Aggregate Amount Beneficially Owned by Each Reporting Person

                  1,004,000

10.      Check box if the Aggregate Amount in Row (9) Excludes Certain
         Shares

11.      Percent of Class Represented by Amount in Row 9

                  27.2%

12.      Type of Reporting Person

                  IN



<PAGE>


CUSIP No.  22528Q109                                                Page 3 of 6

Item 1.

         (a)      Name of Issuer:

                  Creative Programming and Technology Ventures, Inc.

         (b)      Address of Issuer's Principal Executive Offices:

                  7900 East Union Avenue
                  Suite 1100
                  Denver, Colorado  80237

Item 2.

         (a)      Name of Person Filing:                      Gary R. Vickers

         (b)      Address of Principal Business Office or, if none,
                  Residence:

                  7900 East Union Avenue
                  Suite 1100
                  Denver, Colorado  80237

         (c)      Citizenship:  USA

         (d)      Title of Class of Securities:

                  Common Stock, $.01 par value

         (e)      CUSIP Number:

                  25528Q109

Item 3.  This statement is not filed pursuant to Rule 13d-1(b) or
         13d-2(b).  N/A

Item 4.  Ownership

         If the  percent  of the  class  owned,  as of  December  31 of the year
covered by the statement,  or as of the last day of any month  described in Rule
13d-1(b)(2),  if  applicable,   exceeds  five  percent,  provide  the  following
information  as of that date and identify those shares which there is a right to
acquire.



<PAGE>


CUSIP No.  22528Q109                                                Page 4 of 6

         (a)     Amount Beneficially Owned:

                 The Reporting Person reports  beneficial ownership of 1,004,000
shares of the Company's common stock, including:

         (i)     515,000 shares of common; and

         (ii) 489,000  shares of Series A Convertible  Preferred  Stock which is
         entitled  to vote on a  share-for-share  basis  with the  common  stock
         ("Series  A  Convertible   Preferred   Stock"),   and  is   immediately
         convertible  into common stock upon payment of a conversion  premium of
         $5.40 per share.

         (b)      Percent of Class:

                  27.2%

         (c)      Number of shares as to which such person has:

                  (i)  sole power to vote or to direct the vote:


         The  Reporting  Person as the sole  power to vote or direct the vote of
2,054,700 shares, including:

         (i)  515,000 shares of Common Stock owned in the name of the
         Reporting Person;

         (ii) 489,000  shares of Series A Convertible  Preferred  Stock owned in
         the name of the Reporting  Person and is immediately  convertible  into
         common stock upon payment of a conversion premium of $5.40 per share;

         (iii) irrevocable proxy to vote 255,500 shares of common stock owned by
         Gary Magness and irrevocable  proxies granted by Shelly Magness (12,000
         shares of common) and Chelsea Magness (5,000 shares), wife and daughter
         of Gary Magness;

         (iv) irrevocable  proxy to vote 263,500 shares of common stock owned by
         Kim Magness  and  irrevocable  proxy  granted by Renee  Magness  (3,700
         shares), wife of Kim Magness;

         (v)  irrevocable  proxy to vote 255,500  shares of Series A Convertible
         Preferred Stock owned by Gary Magness;

         (vi)  irrevocable  proxy to vote 255,500 shares of Series A Convertible
         Preferred  Stock owned by Kim Magness.



<PAGE>


CUSIP No.  22528Q109                                                Page 5 of 6


                  (ii)     shared power to vote or to direct the vote:

                           None

                  (iii)    sole power to dispose or to direct the disposition
                           of:

                  The  Reporting  Person  has the sole  power to  dispose  or to
direct the disposition of 1,004,000 shares, including:

         (i) 515,000 shares of common stock;

         (ii)  489,000  shares of Series A  Convertible  Preferred  Stock and is
         immediately  convertible into common stock upon payment of a conversion
         premium of $5.40 per share.

                  (iv)     shared power to dispose or to direct the
                           disposition of:

                                             n/a

Item 5.  Ownership of Five Percent or Less of a Class  N/A

Item 6.  Ownership of More than Five Percent on Behalf of Another
         Person

         In October 1996, Mr. Gary Magness appointed by irrevocable proxy, Gary
         R. Vickers his proxy to cast all votes represented by 255,500 shares of
         Series A  Convertible  Preferred  Stock  and  265,500  shares of Common
         Stock.  Consideration of $500 and other good and valuable consideration
         was paid to Mr. Magness.

         In October 1996, Mr. Kim Magness  appointed by irrevocable  proxy, Gary
         M. Vickers his proxy to cast all votes represented by 255,500 shares of
         Series A  Convertible  Preferred  Stock  and  236,700  shares of Common
         Stock.  Consideration of $500 and other good and valuable consideration
         was paid to Mr. Magness.

Item 7.  Identification and Classification of the Subsidiary Which
         Acquired the Security Being Reported on By the Parent
         Holding Company    N/A




<PAGE>


CUSIP No.  22528Q109                                                Page 6 of 6

Item 8.  Identification and Classification of Members of the Group
                  N/A

Item 9.  Notice of Dissolution of Group   N/A

Item 10. Certificate  N/A



                                   SIGNATURES

         After  reasonable  inquiry and to the best of our knowledge and belief,
we certify that the  information  set forth in this statement is true,  complete
and correct.

12-23-96                                          /s/  GARY R. VICKERS
- ---------------------------                     -------------------------------
Date                                                    Gary R. Vickers




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