btwo_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

R Quarterly Report Pursuant To Section 13 or 15(d) Of The Securities Exchange Act Of 1934

For the quarterly period ended June 30, 2011

oTransition 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 of incorporation or organization)		(I.R.S. Employer Identification No.)

701 Market St,, Suite 113

St. Augustine, FL 32095

(Address of principal executive offices, including Zip Code)

(904)-825-0873

(Issuer’s telephone number, including area code)

340 Paseo Reyes Dr., St. Augustine, FL 32095

(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 þ No o

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 (§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 o No o

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 o Accelerated filer o Non-accelerated filer o Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 11,884,247 shares of common stock as of July 31, 2011.

CREATIVE LEARNING CORPORATION

Consolidated Financial Statements

(Unaudited)

Quarter Ended June 30, 2011

TABLE OF CONTENTS

	Page

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated balance sheets		3

Consolidated statements of operation		4

Consolidated statements of operation		5

consolidated statements of stockholders' equity		6

Consolidated statements of cash flows		7-8

Notes to consolidated financial statements		9-12

CREATIVE LEARNING CORPORATION
CONSOLIDATED BALANCE SHEETS
				June 30,
	Sept. 30,			2011
	2010			(Unaudited)

ASSETS
Current assets
Cash	$	27,271		$	362,578
Total current assets		27,271			362,578

Fixed assets		41,743			48,100
Less accumulated depreciation		(589	)		(7,685	)
Accounts Receivable		-			315,000
Other assets		9,819			19,819
		50,973			375,234

Total Assets	$	78,244		$	737,812

LIABILITIES & STOCKHOLDERS' EQUITY

Current liabilities
Accounts payable	$	39,700		$	7,380
Note payable - rel. pty. - current portion		650			-
Notes payable - current portion		200,000			-
Debt discount		(19,630	)		-
Accrued interest payable		6,350			-
Due to shareholder		6,250			6,250
Total current liabilities		233,320			13,630

Total Liabilities		233,320			13,630

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 3,763,237 respectively
shares issued and outstanding		258			376
Additional paid in capital		670,427			1,516,547
Stock subscription		-			315,000
Retained earnings (deficit)		(771,027	)		(1,107,741	)
Total Creative Learning Corporation stockholders' equity		(100,342	)		724,182
Noncontrolling interest		(54,734	)		-

Total Stockholders' Equity		(155,076	)		724,182

Total Liabilities and Stockholders' Equity	$	78,244		$	737,812

The accompanying notes are an integral part of the consolidated financial statements.

CREATIVE LEARNING CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months			Three Months
	Ended			Ended
	June 30, 2010			June 30, 2011

Revenues	$	154,517		$	361,659
Operating expenses:
Advertising and promotions		24,049			70,609
Commissions		69,125			160,525
Consulting		50,738			83,435
Equipment rental		1,313			270
Legal and professional		44,148			20,598
Office expense		5,806			14,183
Rent		2,636			25,998
Salaries and Wages		30,860			40,074
Taxes and licenses		3,373			17,917
Telephone		743			2,813
Training		12,350			34,940
Travel and entertainment		9,524			13,443
Utilities		-			1,843
Miscellaneous		5,695			1,424
Depreciation		-			2,405
General and administrative		46,036			1,960
		306,396			492,437

Gain (loss) from operations		(151,879	)		(130,778	)

Other income (expense):
Interest expense		(1	)		(1,834	)
Interest expense - debt discount					-
Interest income		1			-
Other income		-			8,904
		-			7,070

Income (loss) before provision for income taxes		(151,879	)		(123,708	)

Provision for income tax		-			-

Net income (loss)	$	(151,879	)	$	(123,708	)

Net income (loss) per share
(Basic and fully diluted)	$	(0.10	)	$	(0.04	)
Weighted average number of
common shares outstanding		1,557,000			2,753,716

The accompanying notes are an integral part of the consolidated financial statements.

CREATIVE LEARNING CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS

	Nine Months			Nine Months
	Ended			Ended
	June 30, 2010			June 30, 2011

Revenues	$	375,503		$	1,008,046
Operating expenses:
Advertising and promotions		70,131			128,478
Commissions		133,247			304,399
Consulting		84,633			247,212
Equipment rental		2,038			811
Legal and professional		49,958			50,078
Office expense		19,009			68,511
Rent		7,384			68,939
Salaries and Wages		30,860			173,359
Taxes and licenses		5,138			42,917
Telephone		743			8,266
Training		34,042			50,618
Travel and entertainment		26,773			66,326
Utilities		-			3,869
Miscellaneous		7,250			2,769
Depreciation		-			7,096
General and administrative		49,349			145,250
		520,555			1,368,898

Gain (loss) from operations		(145,052	)		(360,852	)

Other income (expense):
Interest expense		(1	)		(16,023	)
Interest expense - debt discount					(19,630	)
Interest income		2			-
Other income		-			59,791
		1			24,138

Income (loss) before provision for income taxes		(145,051	)		(336,714	)
Provision for income tax		-			-

Net income (loss)	$	(145,051	)	$	(336,714	)

Net income (loss) per share (Creative Learning Corporation)
(Basic and fully diluted)	$	(0.09	)	$	(0.12	)

Weighted average number of
common shares outstanding		1,557,000			2,753,716

The accompanying notes are an integral part of the consolidated financial statements.

CREATIVE LEARNING CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

													Stockholders'
													Equity -
	Common Stock									Retained			Creative						Total
			Amount		Additional			Stock		Earnings			Learning			Non-controlling			Stockholders'
	Shares (1)		($.0001 Par)		Paid in 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		636,067		64		560,613								560,677						560,677
Compensatory stock issuances		545,902		55		340,241								340,296						340,296
Stock Subscription									315,000					315,000						315,000
Net income (loss) for the period											(336,714	)		(336,714	)		-			(336,714	)
Balances at June 30, 2011 -
Unaudited		3,763,237	$	376	$	1,516,547		$	315,000	$	(1,107,741	)	$	724,182		$	-		$	724,182

(1) As restated for a reverse acquisition on July 2, 2010

The accompanying notes are an integral part of the consolidated financial statements.

CREATIVE LEARNING CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS

	Nine Months			Nine Months
	Ended			Ended
	June 31,			June 31,
	2010			2011

Cash Flows From Operating Activities:
Net income (loss) during the development stage	$	(145,051	)	$	(336,714	)

Adjustments to reconcile net loss to
net cash provided by (used for)
operating activities:
Compensatory stock issuances		-			283,954
Depreciation		-			7,096
Accounts receivable		(29,000	)		-
Note receivable		(500	)		-
Security deposits		(200	)		(10,000	)
Interest expense - debt discount		-			19,630
Accounts payables		9,927			(32,320	)
Accrued payables		-			(6,350	)


Net cash provided by (used for)
operating activities		(164,824	)		(74,704	)

Cash Flows From Investing Activities:
Fixed assets	$	-		$	(6,357	)
Net cash provided by (used for)
investing activities		-			(6,357	)

(Continued On Following Page)

The accompanying notes are an integral part of the consolidated financial statements.

CREATIVE LEARNING CORPORATION
(formerly B2 Health, Inc.)
CONSOLIDATED STATEMENTS OF CASH FLOWS


(Continued From Previous Page)


	Nine Months			Nine Months
	Ended			Ended
	June 31,			June 31,
	2010			2011

Cash Flows From Financing Activities:
Notes payable – borrowings		650			(200,650	)
Member contribution		50,000
Sales of common stock		-			617,018
Net cash provided by (used for)
financing activities		50,650			416,368

Net Increase (Decrease) In Cash		(114,174	)		335,307

Cash At The Beginning Of The Period		-			27,271

Cash At The End Of The Period	$	(114,174	)	$	362,578


Schedule Of Non-Cash Investing And Financing Activities

In 2010 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	$	-		$	-

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 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 ® 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.

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 June 30, 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.

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 June 30, 2011 the Company had net operating loss carryforwards of approximately $1,107,741 which begin to expire in 2031. The deferred tax asset of approximately $221,548 created by the net operating loss has been offset by a 100% valuation allowance. The change in the valuation allowance in the nine month interim period ended June 30, 2011 was $67,344.

Advertising costs

Advertising costs are expensed as incurred. The Company had advertising costs for the nine month period ended June 30, 2011 was $128,478.

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.

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.

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®, offers programs designed to teach principles of engineering, architecture and physics to children ages 3-12+ using LEGO® 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® 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® merchandise.

BFK sold its first franchise in September 2009. Since that time BFK has:

●	opened one Corporate Creativity Center in Florida; and

●	sold 71 additional franchises.

As of July 31, 2011 BFK, through its franchises, was operating in 27 states, and two foreign countries, and Puerto Rico.

The increase in the Company’s revenues and expenses during the nine months ended June 30, 2011, as compared to the same period last year, reflects the expansion of the Company’s business.

Liquidity and Capital Resources

Sources and (uses) of funds for the nine months ended June 30, 2010 and 2011 are shown below:

	Nine Months Ended June 30,
	2010			2011

Cash provided by (used in) operations	$	(164,824	)	$	(68,363	)
Purchase of equipment		-			(6,357	)
Loan from third party		650			-
Payments on loans to third parties		-			(150,650	)
Capital contribution		50,000			-
Sale of common stock		-			560,677

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 nine months ended June 30, 2011 this loan was converted into 252,500 shares.

On July 15, 2010 the Company borrowed $100,000 from three persons. During the nine months ended June 30, 2011 these loans were converted into 215,902 shares. Of this amount, 62,500 shares had not been issued as of July 31, 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 July 31, 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.

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 July 31, 2011, these shares had not been issued.

In May 2011, the Company issued 50,000 shares to Dan O’Donnell, the Company’s Vice President of Operations, for services rendered.

Between April 1, 2011 and July 31, 2011, the Company sold 194,000 shares, at a price of $1.00 per share, to a group of private investors

Between April 1, 2011 and July 31, 2011 the Company sold 252,671 shares, at a price of $0.75 per share, to a group of private investors

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 July 31, 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 June 30, 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 June 30, 2011 the Company had outstanding short term loans of $50,000, accrued interest payable of $6,341 and $6,250 due to a shareholder. The Company’s remaining liabilities consisted of trade payables. 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 June 30, 2011:

Item	Payments Due by Year
	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 June 30, 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 June 30, 2011, that materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

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.

Certification pursuant to Section 906 of the Sarbanes-Oxley Act.

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

August 10, 2011	By:	/s/ Brian Pappas
		Brian Pappas
		Principal Executive, Financial and Accounting Officer