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EX-31 - EXHIBIT 31 - CREATIVE LEARNING Corpmarch10qexh317-11.txt
EX-32 - EXHIBIT 32 - CREATIVE LEARNING Corpmarch10qexh327-11.txt

                                  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 March 31, 2011

[ ]  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)

                    -----------------------------------------
          (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:  11,537,576 shares of common stock as
of June 30, 2011.



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 5-6 Notes to consolidated financial statements 7-10 1
CREATIVE LEARNING CORPORATION CONSOLIDATED BALANCE SHEETS Mar. 31, Sept. 30, 2011 2010 (Unaudited) ------------- ----------- ASSETS Current assets Cash $ 27,271 $ 112,884 ------------- ----------- Total current assets 27,271 112,884 ------------- ----------- Fixed assets 41,743 48,100 Less accumulated depreciation (589) (5,280) Accounts Receivable - 360,000 Other assets 9,819 9,819 ------------- ----------- 50,973 412,639 ------------- ----------- Total Assets $ 78,244 $ 525,523 ============= =========== LIABILITIES & STOCKHOLDERS' EQUITY Current liabilities Accounts payable $ 39,700 $ 21,591 Note payable - related party 650 650 Notes payable 200,000 190,000 Debt discount (19,630) - Accrued interest payable 6,350 16,482 Due to shareholder 6,250 6,250 ------------- ----------- Total current liabilities 233,320 234,973 ------------- ----------- Total Liabilities 233,320 234,973 ------------- ----------- 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 2,929,070 respectively shares issued and outstanding 258 293 Additional paid in capital 670,427 914,290 Stock subscription - 360,000 Retained earnings (deficit) (771,027) (984,033) ------------- ----------- Total Creative Learning Corporation (100,342) 290,550 stockholders' equity Noncontrolling interest (54,734) - ------------- ----------- Total Stockholders' Equity (155,076) 290,550 ------------- ----------- Total Liabilities & Stockholders' Equity $ 78,244 $ 525,523 ============= =========== The accompanying notes are an integral part of the consolidated financial statements. 2
CREATIVE LEARNING CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS Six Months Six Months Ended Ended Mar. 31, 2010 Mar. 31, 2011 -------------- ------------- Revenues $ 215,984 $ 646,387 -------------- ------------- Operating expenses: Advertising and promotions 46,082 57,869 Commissions 64,122 143,874 Consulting 33,895 163,777 Equipment rental 725 541 Legal and professional 5,810 29,480 Office expense 13,203 54,328 Rent 4,748 42,941 Salaries and Wages - 133,285 Taxes and licenses 1,765 25,000 Telephone - 5,453 Training 21,692 15,678 Travel and entertainment 17,249 52,883 Utilities - 2,026 Miscellaneous 1,555 1,345 Depreciation - 4,691 General and administrative 3,313 143,290 -------------- ------------- 214,159 876,461 -------------- ------------- Gain (loss) from operations 1,825 (230,074) -------------- ------------- Other income (expense): Interest expense (14,189) Interest expense - debt discount (19,630) Interest income 1 - Other income - 50,887 -------------- ------------- 1 17,068 -------------- ------------- Income (loss) before provision for income taxes 1,826 (213,006) Provision for income tax - - -------------- ------------- Net income (loss) $ 1,826 $ (213,006) ================ ============= Net income (loss) per share (Creative Learning Corporation) (Basic and fully diluted) $ 0.00 $ (0.08) ================ ============= Weighted average number of common shares outstanding 1,557,000 2,666,039 ================ ============= 3
CREATIVE LEARNING CORPORATION CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY Stockholders' Equity - Common Stock Additional Retained Creative Total Amount Paid in Stock Earnings Learning Non-controlling Stockholders' Shares (1) (@.0001 Par) Capital Subscription (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) $ 54,734 $ - Sales of common stock 201,900 20 151,405 151,425 151,425 Compensatory stock issuances 145,902 15 147,192 147,207 147,207 Stock Subscription 360,000 360,000 360,000 Net income (loss) for the period (213,006) (213,006) - (213,006) ---------- ----------- --------- ------------ --------- ----------- ---------------- ------------- Balances at March 31, 2011 - Unaudited 2,929,070 $ 293 $ 914,290 $ 360,000 $(984,033) $ 290,550 $ - $ 290,550 ========== =========== ========= ============ ========= =========== ================ ============= (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 Six Months Six Months Ended Ended March 31, Mar 31, 2010 2011 ---------- ---------- Cash Flows From Operating Activities: Net income (loss) during the development stage $ 1,826 $(213,006) Adjustments to reconcile net loss to net cash provided by (used for) operating activities: Compensatory stock issuances - 147,207 Depreciation - 4,691 Accounts receivable (29,000) - Note receivable (500) 0 Security deposits (200) 0 Interest expense - debt discount - 19,630 Accounts payables 9,927 (18,109) Accrued payables - 10,132 ---------- ---------- Net cash provided by (used for) operating activities (17,947) (49,455) ---------- ---------- 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) Six Months Six Months Ended Ended March 31, Mar 31, 2010 2011 ------------- ------------- Cash Flows From Financing Activities: Notes payable - borrowings 650 (10,000) Member contribution 50,000 Sales of common stock - 151,425 ------------- ------------- Net cash provided by (used for) financing activities 50,650 141,425 ------------- ------------- Net Increase (Decrease) In Cash 32,703 85,613 Cash At The Beginning Of The Period - 27,271 ------------- ------------- Cash At The End Of The Period $ 32,703 $ 112,884 ============= ============= Schedule Of Non-Cash Investing And Financing Activities ------------------------------------------------------- In 2010 the Company issued: o 50,000 shares in connection with notes payable for compensation recorded at $100,000; o 200,000 common stock purchase options in connection with notes payable for compensation recorded at $353,814; and o 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 $ - $ - ------------- ------------- 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. The transaction was accounted for similar to a reverse acquisition as the members of BFK Franchise Company LLC retained the majority of the outstanding common stock of Creative Learning Corporation after the share exchange. The accounting for the transaction was identical to that resulting from a reverse acquisition, except that no goodwill or other intangibles were recorded. 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 March 31, 2011 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 March 31, 2011 the Company had net operating loss carryforwards of approximately $984,033 which begin to expire in 2031. The deferred tax asset of approximately $196,807 created by the net operating loss has been offset by a 100% valuation allowance. The change in the valuation allowance in the six month interim period ended March 31, 2011 was $42,602. Advertising costs ----------------- Advertising costs are expensed as incurred. The Company had advertising costs for the six month period ended March 31, 2011 was $57,869. 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. BFK sold its first franchise in September 2009. Since that time BFK has: o opened 1 Corporate Creativity Center in Florida; and o sold 49 additional franchises. As of June 30, 2011 BFK, through its franchises, was operating in 23 states and one foreign country. The increase in the Company's revenues and expenses during the six months ended March 31, 2011, as compared to the same period last year, reflects the expansion of the Company's business. 11
Liquidity and Capital Resources Sources and (uses) of funds for the six months ended March 31, 2010 and 2011 are shown below: Six Months Ended March 31, 2010 2011 ---- ---- Cash provide by (used in) operations $(17,947) $(49,455) Purchase of equipment -- (6,357) Loan from third party 650 -- Payments on loans to third parties -- (10,000) Sale of common stock -- 151,425 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 six months ended March 31, 2011 this loan was converted into 252,500 shares. On July 15, 2010 the Company borrowed $100,000 from three persons. During the six months ended March 31, 2011 these loans were converted into 215,902 shares. Of this amount, 62,500 shares had not been issued as of June 30, 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 of common stock 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 January 1, 2011 and June 30, 2011 the Company issued 100,000 shares to unrelated parties for investor relations services. On January 12, 2011 the Company issued 20,000 shares to employees for services rendered. 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. As of June 30, 2011 the option holder had purchased all 667,000 shares. 12
Between April 1, 2011 and June 30, 2011, the Company sold 125,000 shares, at a price of $1.00 per share, to a group of private investors. In May 2011, the Company issued 50,000 shares to Dan O'Donnell, the Company's Vice President of Operations, for services rendered. 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 June 30, 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 June 30, 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 March 31, 2012 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 March 31, 2011 the Company had outstanding short term loans of $190,000, accrued interest payable of $16,482 and $6,250 due to a shareholder. The Company's remaining 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 March 31, 2011: 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 13
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 March 31, 2011, 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 March 31, 2011, 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 July 20, 2011 By /s/ Brian Pappas --------------------------------- Brian Pappas, Principal Executive, Financial and Accounting Officer 16