Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant To Section 13 or 15(D) Of The Securities Exchange
Act Of 1934
For the quarterly period ended December 31, 2010
[ ] Transition Report Under Section 13 or 15(D) Of The Securities Exchange Act
Of 1934
For the transition period from __________ to __________
Commission File Number: 000-52883
CREATIVE LEARNING CORPORATION
--------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 20-4456503
------------------------------- ------------------------------------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
340 Paseo Reyes Drive
St. Augustine, FL 32095
-----------------------------------------
(Address of principal executive offices, including Zip Code)
(904)-825-0873
--------------
(Issuer's telephone number, including area code)
B2 Health, INC.
7750 N. Union Blvd., #201
Colorado Springs, CO 80920
---------------------------------------
(Former name or former address if changed since last report)
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 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 [ ]
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes [ ] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a small reporting company. See
the definitions of "large accelerated filer," "accelerated filer,"
"non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the
Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [x]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes? [ ] No [ X ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 10,831,770 shares of common stock as
of May 25, 2011.
CREATIVE LEARNING CORPORATION
CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Quarter Ended December 31, 2010
CREATIVE LEARNING CORPORATION
Consolidated Financial Statements
(Unaudited)
TABLE OF CONTENTS
Page
----
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated balance sheets 2
Consolidated statements of operation 3
Consolidated statements of operation 4
Consolidated statements of cash flows 5
Notes to consolidated financial statements 7-9
CREATIVE LEARNING CORPORATION
CONSOLIDATED BALANCE SHEETS
Sept. 30, Dec. 31,
2010 2010
------------ ------------
(Unaudited)
ASSETS
Current assets
Cash $ 27,271 $ 24,256
------------ ------------
Total current assets 27,271 24,256
------------ ------------
Fixed assets 41,743 48,100
Less accumulated depreciation (589) (2,875)
Other assets 9,819 9,819
------------ ------------
50,973 55,044
------------ ------------
Total Assets $ 78,244 $ 79,300
============ ============
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable $ 39,700 $ 48,395
Note payable - rel. pty. - current
portion 650 650
Notes payable - current portion 200,000 200,000
Debt discount (19,630) -
Accrued interest payable 6,350 12,473
Due to shareholder 6,250 6,250
------------ ------------
Total current liabilities 233,320 267,768
------------ ------------
Total Liabilities 233,320 267,768
------------ ------------
Stockholders' Equity
Creative Learning Corporation
stockholders' equity
Preferred stock, $.0001 par value;
10,000,000 shares authorized; none issued
and outstanding - -
Common stock, $.0001 par value;
50,000,000 shares authorized;
2,581,268 and 2,609,433
respectively
shares issued and outstanding 258 261
Additional paid in capital 670,427 636,814
Retained earnings (deficit) (771,027) (825,543)
------------ ------------
Total Creative Learning Corporation (100,342) (188,468)
stockholders' equity
Noncontrolling interest (54,734) -
------------ ------------
Total Stockholders' Equity (155,076) (188,468)
------------ ------------
Total Liabilities and Stockholders' Equity $ 78,244 $ 79,300
============ ============
The accompanying notes are an integral part of the consolidated
financial statements.
2
CREATIVE LEARNING CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended Three Months Emded
Dec. 31, 2009 Dec. 31, 2010
------------- -------------
Revenues $ 127,984 $ 287,937
Cost of revenues - -
------------- -------------
Gross profit 127,984 287,937
------------- -------------
Operating expenses:
Advertising and promotions 30,061 28,845
Commissions 31,572 59,525
Consulting 24,657 76,468
Equipment rental 725 270
Legal and professional 3,220 9,094
Office expense 10,058 22,494
Rent 2,973 25,033
Salaries and Wages - 63,409
Taxes and licenses 1,765 12,817
Telephone - 2,394
Training 10,510 3,000
Travel and entertainment 7,200 19,138
Utilities - 1,155
Miscellaneous 1,555 3,050
Depreciation - 2,286
Bad debts - -
Write off - goodwill - -
General and administrative - 21,262
------------- -------------
124,296 350,240
------------- -------------
Gain (loss) from operations 3,688 (62,303)
------------- -------------
Other income (expense):
Interest expense (6,473)
Interest expense - debt discount (19,630)
Interest income -
Other income 33,890
------------- -------------
- 7,787
------------- -------------
Income (loss) before provision for
income taxes 3,688 (54,516)
Provision for income tax - -
------------- -------------
Net income (loss) 3,688 (54,516)
Less: Net (income) loss attributable to
noncontrolling interest - -
------------- -------------
Net income (loss) attributable
to Creative Learning Corporation $ 3,688 $ (54,516)
============= =============
Net income (loss) per share (Creative
Learning Corporation)
(Basic and fully diluted) $ 0.00 $ (0.02)
============= =============
Weighted average number of
common shares outstanding 1,038,000 2,590,656
============= =============
The accompanying notes are an integral part of the consolidated
financial statements.
3
CREATIVE LEARNING CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Stockholders'
Equity -
Common Stock Additional Retained Creative Non- Total
Amount Paid in Earnings Learning controlling Stockholders'
Shares (1) ($.0001 Par) Capital (Deficit) Corporation Interest Equity
----------- ---------- ----------- ------------ ------------ ------------ ------------
Balances at September 30,
2008 - $ - $ - $ - $ - $ - $ -
Founders shares for cash 1,557,000 156 49,844 50,000 50,000
Net income (loss) for the
year 7,002 7,002 7,002
----------- ---------- ----------- ------------ ------------ ------------ ------------
Balances at September 30,
2009 1,557,000 $ 156 $ 49,844 $ 7,002 $ 57,002 $ - $ 57,002
Stock issued for reverse
acquisition 800,000 80 (26,410) (26,330) (26,330)
Compensatory warrant
issuances 353,814 353,814 353,814
Compensatory stock issuances 100,000 10 141,237 141,247 141,247
Paid in capital -
beneficial conversion
feature 58,753 58,753 58,753
Sales of common stock 124,268 12 93,189 93,201 93,201
Net income (loss) for the
year (778,029) (778,029) (54,734) (832,763)
----------- ---------- ----------- ------------ ------------ ------------ ------------
Balances at September 30,
2010 2,581,268 $ 258 $ 670,427 $ (771,027) $ (100,342) $ (54,734) $ (155,076)
Acquisition of
non-controlling interest $ (54,734) $ 54,734
Sales of common stock 28,165 3 21,121 21,124 21,124
Net income (loss) for the
period (54,516) (54,516) - (54,516)
----------- ---------- ----------- ------------ ------------ ------------ ------------
Balances at December 31,
2010 2,609,433 $ 261 $ 636,814 $ (825,543) $ (133,734) $ - $ (188,468)
=========== ========== =========== ============ ============ ============ ============
(1) As restated for a reverse acquisition on July 2, 2010
The accompanying notes are an integral part of the
consolidated financial statements.
4
CREATIVE LEARNING CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
3 Months 3 Months
Ended Ended
Dec 31, Dec 31,
2009 2010
----------- ----------
Cash Flows From Operating Activities:
Net income (loss) $ 3,688 $ (54,516)
Adjustments to reconcile net loss to
net cash provided by (used for)
operating activities:
Depreciation - 2,286
Accounts receivable (29,000)
Note receivable (500)
Security deposits (200)
Interest expense - debt discount - 19,630
Accrued payables 9,269 14,818
----------- ----------
Net cash provided by (used
for) operating activities (16,743) (17,782)
----------- ----------
Cash Flows From Investing Activities:
Fixed assets - (6,357)
----------- ----------
Net cash provided by (used for)
investing activities - (6,357)
----------- ----------
The accompanying notes are an integral part of the consolidated
financial statements.
(Continued On Following Page)
5
CREATIVE LEARNING CORPORATION
(formerly B2 Health, Inc.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Continued From Previous Page)
3 Months 3 Months
Ended Ended
Dec 31, Dec 31,
2009 2010
----------- ----------
Cash Flows From Financing Activities:
Notes payable - borrowings 650 -
Stock subscriptions payable -
Sales of common stock 50,000 21,124
----------- ----------
Net cash provided by (used for)
financing activities 50,650 21,124
----------- ----------
Net Increase (Decrease) In Cash 33,907 (3,015)
Cash at the beginning of the period - 27,271
----------- ----------
Cash at the end of the period $ 33,907 $ 24,256
=========== ==========
Schedule Of Non-Cash Investing And
Financing Activities
In 2009 the Company issued stock subscriptions payable for 50,000 shares in
connection with notes payable for compensation recorded at $100,000, the
Company issued 200,000 common stock purchase options in connection with notes
payable for compensation recorded at $353,814, and the Company issued 713,000
shares of common stock pursuant to a reverse acquisition for net liabilities
of $200,330.
Supplemental Disclosure
-----------------------
Cash paid for interest $ - $ -
Cash paid for income taxes $ - $ -
The accompanying notes are an integral part of the consolidated
financial statements.
6
CREATIVE LEARNING CORPORATION
(formerly B2 Health, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Creative Learning Corporation (formerly B2 Health, Inc.) was incorporated March
8, 2006 in the State of Delaware. BFK Franchise Company LLC was formed in the
State of Nevada on May 19, 2009. Effective July 2, 2010 Creative Learning
Corporation was acquired by BFK Franchise Company LLC in a transaction
classified as a reverse acquisition. Creative Learning Corporation concurrently
changed its name from B2 Health, Inc. to Creative Learning Corporation. The
financial statements represent the activity of BFK Franchise Company LLC from
May 19, 2009 forward, and the consolidated activity of BFK Franchise Company LLC
and Creative Learning Corporation from July 2, 2010 forward. BFK Franchise
Company LLC and Creative Learning Corporation are hereinafter referred to
collectively as the "Company". The Company, primarily through franchises, offers
educational programs designed to teach principles of engineering, architecture
and physics to children using Lego (R) bricks. The Company may also engage in
any other business that is permitted by law, as designated by the Board of
Directors of the Company.
Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance
with the instructions to Form 10-Q and do not include all of the information and
disclosures required by generally accepted accounting principles for complete
financial statements. All adjustments which are, in the opinion of management,
necessary for a fair presentation of the results of operations for the interim
periods have been made and are of a recurring nature unless otherwise disclosed
herein. The results of operations for such interim periods are not necessarily
indicative of operations for a full year.
Fiscal year
The Company employs a fiscal year ending September 30.
Principles of consolidation
The accompanying consolidated financial statements include the accounts of the
Company and its wholly owned subsidiary. All intercompany accounts and
transactions have been eliminated in consolidation.
Cash and cash equivalents
The Company considers all highly liquid investments with an original maturity of
three months or less as cash equivalents.
7
CREATIVE LEARNING CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued):
Accounts receivable
The Company reviews accounts receivable periodically for collectability and
establishes an allowance for doubtful accounts and records bad debt expense when
deemed necessary. At December 31, 2010 the Company had no balance in its
allowance for doubtful accounts.
Property and equipment
Property and equipment are recorded at cost and depreciated under straight line
or accelerated methods over each item's estimated useful life.
Revenue recognition
Revenue is recognized on an accrual basis after services have been performed
under contract terms, the service price to the client is fixed or determinable,
and collectability is reasonably assured.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.
Income tax
The Company accounts for income taxes pursuant to ASC 740. Under ASC 740
deferred taxes are provided on a liability method whereby deferred tax assets
are recognized for deductible temporary differences and operating loss
carryforwards and deferred tax liabilities are recognized for taxable temporary
differences. Temporary differences are the differences between the reported
amounts of assets and liabilities and their tax bases. Deferred tax assets are
reduced by a valuation allowance when, in the opinion of management, it is more
likely than not that some portion or all of the deferred tax assets will not be
realized. Deferred tax assets and liabilities are adjusted for the effects of
changes in tax laws and rates on the date of enactment.
8
CREATIVE LEARNING CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued):
Prior to fiscal year 2010 the Company operated as an LLC, was a pass-through
entity for federal income tax purposes and paid no income tax at the company
level. At December 31, 2010 the Company had net operating loss carryforwards of
approximately $771,027 which begin to expire in 2030. The deferred tax asset of
approximately $154,205 created by the net operating loss has been offset by a
100% valuation allowance. The change in the valuation allowance in the three
month interim period ended December 31, 2010 was $10,903
Advertising costs
Advertising costs are expensed as incurred. The Company had advertising costs
for the three month period ended December 31, 2010 was $30,061.
Net income (loss) per share
The net income (loss) per share is computed by dividing the net income (loss) by
the weighted average number of shares of common outstanding. Warrants, stock
options, and common stock issuable upon the conversion of the Company's
preferred stock (if any), are not included in the computation if the effect
would be anti-dilutive and would increase the earnings or decrease loss per
share.
Financial Instruments
The carrying value of the Company's financial instruments, as reported in the
accompanying balance sheets, approximates fair value.
Long-Lived Assets
In accordance with ASC 350, the Company regularly reviews the carrying value of
intangible and other long-lived assets for the existence of facts or
circumstances, both internally and externally, that may suggest impairment. If
impairment testing indicates a lack of recoverability, an impairment loss is
recognized by the Company if the carrying amount of a long-lived asset exceeds
its fair value.
Stock based compensation
The Company accounts for employee and non-employee stock awards under ASC 718,
whereby equity instruments issued to employees for services are recorded based
on the fair value of the instrument issued and those issued to non-employees are
recorded based on the fair value of the consideration received or the fair value
of the equity instrument, whichever is more reliably measurable.
9
CREATIVE LEARNING CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued):
Non-controlling interest
On October 1, 2010 the Company acquired the remaining 50% portion of BFK
Development LLC resulting in a $54,734 reduction in the additional paid in
capital account.
10
Item 2. Management's Discussion and Analysis of Financial Condition and Plan of
Operation
The Company was formed in March 2006 to design, manufacture and sell
chiropractic tables and beds. The Company generated only limited revenue and
essentially abandoned its business plan in March 2008.
Although from a legal standpoint the Company, on July 2, 2010, acquired BFK
Franchise Company, for financial reporting purposes, the acquisition of BFK
constituted a recapitalization, and the acquisition was accounted for similar to
a reverse merger, with the result that BFK was deemed to have acquired the
Company. As a result, the financial statements of the Company included as part
of this report represent the activity of BFK from May 19, 2009 (the inception of
BFK) to July 2, 2010, and the consolidated activity of BFK and the Company from
July 2, 2010 forward.
Unless otherwise indicated, any reference to the operations of the Company
includes the operations of BFK.
BFK, which conducts business under the trade name, BRICKS 4 KIDS(R), offers
programs designed to teach principles of engineering, architecture and physics
to children ages 3-12+ using LEGO(R) bricks. BFK provides classes (both in
school and after school), special events programs and day camps that are
designed to enhance and enrich the traditional school curriculum, trigger young
children's lively imaginations and build self-confidence. BFK's programs foster
creativity and provide a unique atmosphere for students to develop problem
solving and critical thinking skills by designing and building machines,
catapults, pyramids, race cars, buildings and numerous other systems and devices
using LEGO(R) bricks.
BFK operates through Corporate Creativity Centers and franchisees.
A Corporate Creativity Center is a store-front location, owned and operated
by BFK, where BFK coordinates in school field trips, after school classes,
parties, camps and other programs - as well as the retail sales of LEGO(R)
merchandise.
As of May 25, 2011 BFK had:
o 1 Corporate Creativity Center in Florida,.
o 46 franchises in 23 states and one foreign country.
The following discussion and analysis should be read in conjunction with
the unaudited financial statements and notes thereto contained in this report.
Results of Operations
Since BFK was organized on May 19, 2009, and was only in operation for
approximately seven and a half months during the three months ended December 31,
2009, a comparison of the Company's financial statements for the three months
ended December 31, 2010 with the Company's financial statements for the period
ended December 31, 2009 would not be meaningful.
11
Liquidity and Capital Resources
Sources and (uses) of funds for the three months ended December 31, 2009
and 2010 are shown below:
Three Months Ended December 31,
2009 2010
---- ----
Cash provide by (used in) operations $(16,743) $(17,782)
Purchase of equipment -- (6,357)
Loan from third party 650 --
Sale of common stock 50,000 --
Subsequent to July 2, 2010, the date the Company acquired BFK Franchise
Company, the Company had the following transactions in its common stock:
Between September 2010 and December 2010, the Company sold 55,342 units at
a price of $3.00 per unit. Each Unit consisted of four shares of the Company's
common stock and one warrant. Each Warrant entitles the holder to purchase one
share of the Company's common stock at a price of $3.00 per share. The Warrants
expire on the earlier of July 31, 2013, or twenty days following written
notification from the Company that its common stock had a closing bid price at
or above $4.00 for any ten of twenty consecutive trading days. The proceeds from
the sale of the Units were used to open a new Corporate Creativity Center in
Coral Springs, Florida, as well as for developing the Company's online Franchise
Management Tool that is used by franchisees for business management and general
and administrative expenses.
On June 24, 2010 the Company borrowed $100,000 from a franchisee. During
the three months ended December 31, 2010 this loan was converted into 250,000
shares.
On July 15, 2010 the Company borrowed $100,000 from three persons. During
the three months ended December 31, 2010 these loans were converted into 215,902
shares. Of this amount, 62,500 shares had not been issued as of May 15, 2011.
On December 28, 2010 the Company borrowed $10,000 from a franchisee. The
loan was repaid on April 2, 2011. In partial consideration for providing this
loan, the Company agreed to issue 7,500 shares to the franchisee. Of this
amount, 2,500 shares have been issued as of May 15, 2011 and 5,000 shares remain
to be issued.
Between August 1, 2010 and March 1, 2011 the Company issued 35,000 shares
for investor relations services.
Between January 1, 2011 and February 1, 2011 the Company issued 100,000
shares to two persons for services rendered.
On January 21, 2011 the Company issued 10,000 shares to an employee for
services rendered.
12
In March 2011 the Company granted a third party an option to purchase up to
667,000 shares at a price of $0.675 per share. The option expires on June 15,
2011. As of May 15, 2011 the option holder had purchased 160,000 shares.
Between April 1, 2011 and April 15, 2011 the Company sold 99,500 shares, at
a price of $1.00 per share, to a group of private investors.
The Company has agreed to issue 50,000 shares to Dan O'Donnell, the
Company's Vice President of Operations, for services rendered. As of May 15,
2011 these shares had not been issued.
On February 27, 2011 the Company borrowed $15,000 from a third party. This
loan was repaid on March 22, 2011. In partial consideration for providing this
loan, the Company agreed to issue 2,500 shares to the lender. As of May 15,
2011, these shares had not been issued.
Except as indicated, none of the shares listed above were issued to an
officer, director, principal shareholder or an affiliate of the Company.
As of May 15, 2011 the Company's operating cash requirements were
approximately $63,000 per month.
The Company anticipates that its capital requirements for the twelve-month
period ending December 31, 2011 will be as follows:
General and administrative expenses $343,200
Marketing $180,000
Business development $100,000
Opening new Corporate Creativity Centers $200,000
The Company will need to raise the capital it requires through the sale of
its securities or from loans from third parties. The Company does not have any
commitments or arrangements from any person to provide the Company with any
additional capital. If additional financing is not available when needed, the
Company may need to curtail operations. The Company may not be successful in
raising the capital it needs.
As of May 15, 2011 the Company did not have any outstanding short or long
term loans and the Company's liabilities consisted of trade payables. In late
February, early March 2011, the Company began to generate a positive cash flow
from its operations. Notwithstanding the above, there is no assurance the
Company's operations will be profitable or that the Company will continue to
generate a positive cash flow.
Contractual Obligations
The following table summarizes the Company's contractual obligations as of
December 31, 2010:
13
Payments Due by Year
--------------------
Item 2011 2012 2013 Total
---- ---- ---- ---- -----
Lease of corporate office $24,000 -- -- $ 24,000
Lease of Creative Learning Center $42,119 $44,175 $45,267 $131,561
Off-Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements that have or
are reasonable likely to have a current or future material effect on the
Company's financial condition, changes in financial condition, results of
operations, liquidity or capital resources.
Outlook
Other than as disclosed above, the Company does not know of any trends,
demands, commitments, events or uncertainties that will result in, or that are
reasonably likely to result in, the Company's liquidity increasing or decreasing
in any material way.
Other than as disclosed above, the Company does not know of any significant
changes in its expected sources and uses of cash
Critical Accounting Policies and Recent Accounting Pronouncements
See Note 1 to the Company's financial statements included as part of this
report for a discussion of the Company's critical accounting policies and recent
accounting pronouncements, the adoption of which may have a material effect on
the Company's financial statements.
Item 4. Controls and Procedures.
(a) The Company maintains a system of controls and procedures designed to
ensure that information required to be disclosed in reports filed or submitted
under the Securities Exchange Act of 1934, as amended ("1934 Act"), is recorded,
processed, summarized and reported, within time periods specified in the SEC's
rules and forms and to ensure that information required to be disclosed by the
Company in the reports that it files or submits under the 1934 Act, is
accumulated and communicated to the Company's management, including its
Principal Executive and Financial Officer, as appropriate to allow timely
decisions regarding required disclosure. As of December 31, 2010, the Company's
Principal Executive and Financial Officer evaluated the effectiveness of the
design and operation of the Company's disclosure controls and procedures. Based
on that evaluation, the Principal Executive and Financial Officer concluded that
the Company's disclosure controls and procedures were effective.
(b) Changes in Internal Controls. There were no changes in the Company's
internal control over financial reporting during the quarter ended December 31,
2010, that materially affected, or are reasonably likely to materially affect,
its internal control over financial reporting.
14
PART II
Item 6. Exhibits
Exhibits
--------
31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32 Certification pursuant to Section 906 of the Sarbanes-Oxley Act.
15
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.
CREATIVE LEARNING CORPORATION
May 26, 2011 By: /s/ Brian Pappas
---------------------------------
Brian Pappas, Principal Executive,
Financial and Accounting Officer
16
