10-Q 1 cc08093010q.htm Form 10-Q for the Quarterly Period Ended September 30, 2008

 


 

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 September 30, 2008

 

¨    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Transition Period From              to             

 


 

Commission File Number 333-135661

 

CRAFT COLLEGE INC.

(Exact name of registrant as specified in its charter)

 

UTAH

 

20-4475522

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

101 Bourn Avenue, Suite E, Rockwall TX                                                75087

(Address of principal executive offices)                                                                  (Zip Code)

 

Registrant’s telephone number, including area code:    (866) 591-9672

 

Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.Yes x     No ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

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

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:


Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ¨     No ¨

APPLICABLE ONLY TO CORPORATE ISSUERS


State the number of shares outstanding of each of the Issuer's classes of common equity, as of the latest practicable date: Common, $0.00001 par value per share: 6,757,200 outstanding as of October 30, 2008.


PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

CRAFT COLLEGE, INC.

(A Development Stage Company)

BALANCE SHEET

           
           

September 30

December 31

2008

2007

 

 

 

 

(unaudited)

(audited)







           

ASSETS
           

CURRENT ASSETS

Cash and cash equivalents

 $       346,252 

 $    382,849 

Accounts Receivable

295 

Inventory (Note 3)

 

1,487 

1,259






           

         347,739 

384,403 

DVD PRODUCTION COST (Note 4)

7,326 

7,326 




           

Total assets

 

 $       355,065 

 $    391,729 





           
           

LIABILITIES
           

CURRENT LIABILITIES

Accounts payable

 $          17,393

$        9,790 

Accrued liabilities

700

-

Due to related party (Note 5)

                42,500

20,000 





           

Total Liabilities

 

60,593 

           29,790 





     
           

STOCKHOLDERS' EQUITY

COMMON STOCK (Note 6)

Authorized:

50,000,000 shares, $0.00001 par value;

Issued and outstanding:

6,757,200  

                 68 

68 

Additional Paid-in Capital

364,461 

364,461

Donated Capital

88,641

88,641

Accumulated other comprehensive income 

-

9,077

Deficit Accumulated During the Development Stage

(158,698)

(100,308)




           

Total Stockholders' Equity

294,472

361,939




           

Total Liabilities and Stockholders' Equity

 $       355,065

 $     391,729




           

Going Concern (Note 1)

The accompanying notes are an integral part of these financial statements 

/TR>

CRAFT COLLEGE, INC

(A Development Stage Company

STATEMENT OF OPERATIONS

(Unaudited)

 

Accumulated from

Nine months

Nine months

Three months

Three months

December 6, 2004

ended

ended

ended

ended

(Date of Inception)

September 30

September 30

September 30

September 30

September 30

2008

2007

2008

2007

2008











                     

REVENUE

$       2,535

 $      56,613 

 $         1,046

$          104

$             73,113

                     

COST OF GOODS SOLD

(4,045)

(5,442)

(1,497)

(1,131)

(15,590)











                     

GROSS PROFIT

(1,510)

51,171

(451)

(1,027)

57,523











                     

GENERAL AND ADMINISTRATIVE EXPENSES

Advertising

-

507

-

-

1,119

Accounting

4,469

4,269

1,421

1,846

11,608

Audit

6,983

2,392

880

940

42,358

Bank charges and interest

226

77

50

20

825

Consulting (Note 5)

22,500

22,100

7,500

7,500

105,274

Impairment of technology

-

-

-

-

2

Loss (gain) on exchange

11,234

(15,040)

11,073

(6,488)

13,285

Legal fees

187

175

-

-

2,281

Management fees

-

1,000

-

-

1,000

Meals and entertainment

1,047

291

888

177

1,630

Office

28

98

-

14

2,320

Rent

675

633

225

225

12,671

Telephone and communications

64

839

-

397

8,468

Travel

8,311

366

8,311

134

8,697

Web site

613

548

349

393

1,937

Transfer Agent

543

2,203

-

1,703

2,746












                     

(56,880)

(20,458)

(30,697)

(6,861)

(216,221)












                     

Net income (loss)

$ (58,390)

 $ 30,713

 $       (31,148)

$    (7,888)

$        (158,698)











                   

Basic and diluted net earnings (loss) per share

($0.01)

$0.00

($0.00)

($0.00)











                   

Weighted average shares outstanding

6,757,200

6,329,232

6,757,200

6,757,200











                   

The accompanying notes are an integral part of these financial statements.

CRAFT COLLEGE, INC.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

(Unaudited)

                 

Accumulated from

Nine months

Nine months

December 06, 2004

ended

ended

(Date of Inception)

September 30

September 30

to September 30

 

 

 

 

2008

 

2007

 

2008










                 

OPERATING ACTIVITIES

Gain (loss) from operations

 $     (58,390)

 $    30,713

 $         (158,698)

                 

Items not requiring cash outlay

Website design and programming

                 - 

  - 

300 

Consulting

-

9,600

62,775

Amortization of deferred DVD production costs

-

268

1,669

Contributions by American Media Systems Co.

-

-

33,494

Impairment of technology

-

-

2

                 

Cash provided by (used in) changes in operating assets and liabilities

Accounts payable

7,603

(10,137)

17,394

Accrued liabilities

700

(6,000)

700

Accounts receivable

295

(53,647)

-

 

 

Inventory

(228)

 

3,600

 

(1,487)









                 

Cash Provided by Operating Activities

(50,020)

 

(25,603)

 

(43,851)







                 

FINANCING ACTIVITIES

 

Issuance of common stock for cash

-

 

251,800

 

351,800

Advances from a related party

22,500

12,500

42,500








                 

Net Cash Provided By Financing Activities

22,500

 

264,300

 

394,300







                 

INVESTING ACTIVITIES

Payments for intellectual property

                 - 

-

(2)

 

Production of DVDs

                 - 

 

-

 

(4,195)








                 

Net Cash Used In Investing Activities

              - 

 

-

 

(4,197)







                 

INCREASE IN CASH AND CASH EQUIVALENTS

(27,520)

238,697

346,252

                 

EFFECT OF FOREIGN CURRENCY TRANSLATION ON CASH AND CASH EQUIVALENTS

(9,077)

-

-

                 

CASH AT BEGINNING OF PERIOD

382,849

 

101,529

 







                 

CASH AT END OF PERIOD

$     346,252

 

$    340,226

 

$       346,252







                 

SUPPLEMENTAL DISCLOSURE OF STATEMENT OF CASH FLOWS INFORMATION

Interest expense

              - 

Taxes

             - 

Foreign exchange (gain) loss     

$      11,234

$   (15,040)

$         13,285

                 

SUPPLEMENTAL DISCLOSURE OF NON-CASH

INVESTING AND FINANCING ACTIVITIES

Donated services

 $               -

 $      9,600

 $         88,641 

                 

Purchase of assets in exchange for 750,000 of the Company's 

common stock at a price of $0.017 per common share

$               -

$              -

 $         12,728 

                 
The accompanying notes are an integral part of these financial statements.

CRAFT COLLEGE, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
September 30, 2008
(Unaudited)

NOTE 1 - INTERIM REPORTING

The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q of Regulation S-K. They do not include all information and footnotes required by generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there have been no material changes in the information disclosed in the notes to the financial statements for the year ended December 31, 2007 included in the Company's Annual Report on Form 10-KSB filed with the Securities and Exchange Commission. The interim unaudited financial statements should be read in conjunction with those financial statements included in the Form 10-KSB. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the nine months ended September 30, 2008 are not necessarily indicative of the results that may be expected for the year ending December 31, 2008.

Going concern

The Company does not generate sufficient cash flow from operations to fund its activities and has therefore relied principally upon contributions from its predecessor and major shareholder for financing. Management intends to rely upon the issuance of securities to finance its operations and development activities, however there can be no assurance it will be successful in raising the funds necessary to maintain operations, or that a self-supporting level of operations will ever be achieved. The likely outcome of these future events is indeterminable. These factors together raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustment to reflect the possible future effect on the recoverability and classification of the assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

NOTE 2 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In December 2007, the FASB issued SFAS 141(revised 2007), Business Combinations ("SFAS 141R"). SFAS 141R will significantly change the accounting for business combinations in a number of areas including the treatment of contingent consideration, contingencies, acquisition costs, IPR&D and restructuring costs. In addition, under SFAS 141R, changes in deferred tax asset valuation allowances and acquired income tax uncertainties in a business combination after the measurement period will impact income tax expense. SFAS 141R is effective for fiscal years beginning after December 15, 2008. The Company is currently evaluating the impact of SFAS 141(R) on its financial statements but does not expect it to have a material effect.

In December 2007, the FASB issued SFAS 160, Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51 ("SFAS 160"). SFAS 160 will change the accounting and reporting for minority interests, which will be recharacterized as noncontrolling interests (NCI) and classified as a component of equity. This new consolidation method will significantly change the account with minority interest holders. SFAS 160 is effective for fiscal years beginning after December 15, 2008. The Company is currently evaluating the impact of SFAS 141(R) on its financial statements but does not expect it to have a material effect.

In March 2008, the FASB issued SFAS No. 161 "Disclosure About Derivative Instruments and Hedging Activities-an amendment to FASB Statement 133" (SFAS 161). SFAS 161 requires enhanced disclosures about derivatives and hedging activities and the reasons for using them. SFAS 161 is effective for fiscal years beginning after November 15, 2008, the year beginning April 1, 2009 for the Company. The Company is currently reviewing the provisions of SFAS 161 on its financial statements but does not expect it to have a material effect.


CRAFT COLLEGE, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
September 30, 2008
(Unaudited)

NOTE 3 - INVENTORY

September 30,

December 31,

2008

2007

$

$

     

Raw materials and supplies

 - 

 - 

Work in progress 

 - 

 - 

Finished goods 

                1,487 

1,259 



     

                1,487

1,259 



Finished goods inventory as at September 30, 2008 consists of educational craft and hobby DVDs.

NOTE 4 - DEFERRED DVD PRODUCTION COSTS

September 30,

December 31,

2008

2007


Accumulated

Net Book

Accumulated

Net Book

Cost

Amortization

Value

Cost

Amortization

Value






$

$

$

$

$

$
               

Knitting DVD production costs

8,215 

            889 

7,326 

8,215 

889

7,326







               

8,215 

889 

7,326 

8,215 

889

7,326







NOTE 5 - RELATED PARTY TRANSACTIONS AND BALANCES

The following represents related party transactions and balances not disclosed elsewhere in the financial statements:

(i) During the quarter ended September 30, 2008, the Company received $nil of donated consulting services from its President (2007 $ 9,600).

(ii) As of September 30, 2008, the Company owes $42,500 to the President of the Company for consulting services, of which $22,500 was incurred in the nine month period ended September 30, 2008. The debt is non-interest bearing and has no stated repayment terms. Effective October 20, 2008, the President resigned as an Officer and Director of the Company.

The transactions between the Company and the related party were consummated at the price agreed upon by the parties.


CRAFT COLLEGE, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
September 30, 2008
(Unaudited)

NOTE 6 - COMMON STOCK

During the year ended December 31, 2007, the Company completed its initial public offering by issuing 1,007,200 shares at a price of $0.25 per share for total proceeds of $251,800.

During the year ended December 31, 2006, the Company issued 5,750,000 common shares. 5,000,000 to the President of the Company for total consideration of $100,000 and 750,000 to American Media Systems Co, the predecessor company, in consideration for DVD inventory, deferred DVD production costs, and intellectual property with total values of $4,511, $8,215, and $2, respectively. The assets are recorded at the parent company's carrying value, determined under generally accepted accounting principles in the United States of America.

There are no shares subject to warrants, options or other agreements as at September 30, 2008.


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

Forward-Looking Statements

This Form 10-Q includes certain statements that may be deemed to be "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements in this Form 10-Q, other than statements of historical facts, that address activities, events or developments that we expect, believe or anticipate will or may occur in the future, including operating costs, future capital expenditures (including the amount and nature thereof), and other such matters are forward-looking statements. Although we believe the expectations expressed in such forward-looking statements are based on reasonable assumptions within the bounds of our knowledge of our business, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Because our stock is a penny stock, each time we refer to the Litigation Reform Act, the safe harbor does not apply.

Factors that could cause actual results to differ materially from those in forward-looking statements include: the change of business focus; continued availability of capital and financing; general economic, market or business conditions; acquisition opportunities or lack of opportunities; changes in laws or regulations; risk factors listed from time to time in our reports filed with the Securities and Exchange Commission; and other factors.

Craft College Inc. is a Utah company incorporated on February 23, 2006 as a wholly owned subsidiary of American Media Systems Co. ("AMS"). AMS is our predecessor and the historical financial information in this 10-Q includes AMS' DVD business. On May 31, 2006 AMS sold all its shares of Craft College Inc, representing all issued and outstanding shares in the company. As a consequence of this sale we became an independent company. We are a development stage company that writes, pre-produces, and markets instructional DVDs for the hobby and craft market.

Our registered office is located at 136 East South Temple, Suite 2100 Salt Lake City, UT 84111 and we maintain a corporate office at 101 Bourn Avenue, Suite E, Rockwall, Texas, 75087. Our telephone number is 1-866-891-9672 and our websites are www.craftcollege.com and www.go-flyfishing.com.

Employees and Consultants

The Registrant has no employees. The company's interim President, Dario Passadore is retained as a consultant.

Results of Operations.

During the nine months ending September 30, 2008 we realized sales of $2,535 (2007 - $ 56,613) and gross margin of negative $1,510 (2007 - $51,171). Our revenues are generated from the sale of instructional DVDs.

During the nine months ending September 30, 2008, we incurred a loss from operations of $58,390 (2007 - profit of $30,713). The major components to expenses faced by the company during the nine months were consulting fees of $22,500 (2007 - $22,100), audit of $6,983 (2007 - $2,392), accounting of $4,469 (2007 - $4,269), transfer agent fees of $543 (2007 - $2,203), and rent of $675 (2007 - $633). The balance of our expenses during the nine months have been legal fees of $187 (2007 - $175), meals and entertainment of $1,047 (2007 - $291), bank and interest of $226 (2007 - $77), web site of $613 (2007 - $548), telephone and communication of $64 (2007 - $ 839), foreign exchange loss of $11,234 (2007 - gain of $15,040), and office expenses of $28 (2007 - $ 98).

As of September 30, 2008 the Company has current assets of $347,739 compared to $384,403 at December 31, 2007 and Deferred DVD Production cost of $7,326 (2007 - $7,326). The Company further has current liabilities of $60,593compared to $29,790 at December 31, 2007. There is no long-term debt. The Company may in the future invest in short-term investments from time to time but there can be no assurance that these investments will result in profit or loss.

Our future growth and success will be dependent on our ability to develop and produce products that are entertaining and educational and that we are able to secure distribution channels through various retail chains. If we cannot succeed in developing distribution channels and generate sales then our prospects for growth are substantially undermined. Without additional capitalization our capacity to survive as a going concern, much less achieve growth, is doubtful.

We are committed to pay Brand Specialists and Memories Complete performance fees of 5% of our net merchandise sales generated by the agents' designated retailers. We may terminate the contract giving 60 days notice. Brand and Memories are entitled to continue receiving the 5% performance fee for one year after termination of the contract and for all future sales of products in which Brand or Memories actively participated in placing the merchandise with a retailer.

We only have one business segment, the sale of instructional DVDs, accordingly, no table showing percentage breakdown of revenue by business segment or product line is included.

Off balance-sheet arrangements

We do not have any off balance-sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Plan of Operations

We do not expect to purchase or sell significant equipment nor do we expect significant changes in the number of employees.

Our specific goal is to expand the distribution of our product through retailers, through our web sites, and through other non-proprietary web sites. With the funds we currently have our priority of expenditures is to pay rent, legal, audit and transfer agent fees and those fees related to our Exchange Act reporting obligations. Second, to secure additional agency agreements and distribution channels through retailers, third to market our product over the Internet, and forth to participate in trade shows.

We are marketing our products through a number of retailers and online and utilize inbound links that connect directly to our website from external sites. Potential customers can simply click on these links and connect to our website from search engines such as Google and Overture and community and affinity sites.

We will continue to build upon our existing Internet and retail distribution channels over the next six (6) to twelve (12) months. This will include the production of additional marketing materials, including PowerPoint presentations, trade show exhibit material, and other similar media materials. Additionally and as part of our distribution and marketing campaign, we will market and sell our products online and through established retailers.

Our marketing plan calls for the utilization of agents to secure distribution through multi-store chains and mass merchandisers such as Wal-Mart and Michaels. We have agreements with Brand Specialists and Memories Complete and are in discussions with additional agents and retailers to secure distribution in the U.S., Canada, and through select Asian markets.

For the numerous small specialty stores in the United States and Canada we will seek to penetrate this market through the use of business-to-business members only warehouses such as Sams Club and Costco. Business-to-business stores are retailers whose customers are primarily buying products for resale to other consumers.

To increase our exposure we will also participate in several trade shows such as the Craft and Hobby Association trade show in January of 2009 and the Hong Kong Gifts and Premium Fair in April 2009. Our President will participate in the trade shows on our behalf.

In order to penetrate the Asian markets we will translate the content of our instructional DVD to Chinese and Japanese. The content of the DVDs are in the process of being translated and re-recorded. We anticipate the have the current titles completed and ready for shipping by the end of the first quarter of 2009.

We do not expect to purchase or sell significant equipment nor do we expect significant changes in the number of employees.

Recent accounting pronouncements

In December 2007, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard ("SFAS") No. 141(R), "Business Combinations". SFAS 141(R) establishes principles and requirements for how the acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, an any noncontrolling interest in the acquiree, recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase, and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS 141(R) is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. As such, the Company is required to adopt these provisions at the beginning of the fiscal year ended December 31, 2009. The Company is currently evaluating the impact of SFAS 141(R) on its consolidated financial statements but does not expect it to have a material effect.

In December 2007, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard ("SFAS") No. 160, "Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51". SFAS 160 establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. As such, the Company is required to adopt these provisions at the beginning of the fiscal year ended December 31, 2009. The Company is currently evaluating the impact of SFAS 160 on its consolidated financial statements but does not expect it to have a material effect.

In March 2008, the FASB issued SFAS No. 161 "Disclosure About Derivative Instruments and Hedging Activities-an amendment to FASB Statement 133" (SFAS 161). SFAS 161 requires enhanced disclosures about derivatives and hedging activities and the reasons for using them. SFAS 161 is effective for fiscal years beginning after November 15, 2008, the year beginning April 1, 2009 for the Company. The Company is currently reviewing the provisions of SFAS 161 to determine any impact for the Company.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

N/A

Item 4. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures: Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports filed under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. During the quarter covered by this report management made changes to our disclosure controls and procedures in an effort to ensure that all requirements of the Exchange Act are met in disclosure documents. As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based upon and as of the date of that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports the Company files and submits under the Exchange Act is recorded, processed, summarized and reported as and when required.

(b) Changes in Internal Control over Financial Reporting: There were no changes in the Company's internal control over financial reporting identified in connection with the Company evaluation of these controls as of the end of the period covered by this report that could have significantly affected those controls subsequent to the date of the evaluation referred to in the previous paragraph, including any correction action with regard to significant deficiencies and material weakness.

There were no significant changes in the Company's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any significant deficiencies or material weaknesses of internal controls that would require corrective action.

Item 4T. Controls and Procedures

N/A

PART II -OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

N/A

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On June 25th, 2006 we completed an offering for of 5,000,000 shares of our common stock at a price of $0.02 per share to our president. We completed the offerings pursuant to Regulation S of the Securities Act. The executive officer represented to us that she was a non-US person as defined in Regulation S. We did not engage in a distribution of this offering in the United States. She represented her intention to acquire the securities for investment only and not with a view toward distribution. We requested our stock transfer agent to affix appropriate legends to the stock certificate issued in accordance with Regulation S and the transfer agent affixed the appropriate legends. The executive officer had adequate access to sufficient information about us to make an informed investment decision. None of the securities were sold through an underwriter and accordingly, there were no underwriting discounts or commissions involved. No registration rights were granted.

The Company's SB-2 registration statement, file number 333-135661 was declared effective by the Securities and Exchange Commission on November 2, 2006. The offering has commenced, and closed on April 25, 2007. A total of $251,800 was raised. The following schedule details the use of proceeds since the closing of the financing.

Audit

$4,075

Advertising

507

Web site 

1,162

Travel/trade shows

8,697

Working capital

20,192

Item 3. Defaults Upon Senior Securities

None

Item 4. Submissions of Matters to a Vote of Security Holders

None

Item 5. Other Information

None

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

Exhibit Number

Description

3.1

Articles of Incorporation (1)

3.2

By-Laws (1)

4.1

Specimen Stock Certificate (1)

10.1

Agency agreement with Brand Specialists LLC (1)

10.2

Agency agreement with Memories Complete (1)

14.1

Code of ethics (2)

31.1

Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.

32.1

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer and Chief Financial Officer).

(1) Incorporated herein by reference from our Form SB-2 registration statement and all amendments thereto filed with the Securities and Exchange Commission, and amendments thereto, SEC file No. 333-135661.

(2) Incorporated herein by reference from our Form 10-KSB for the year ending December 31, 2006.

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.

Craft College Inc.
(Registrant)



Dated: November 11, 2008

BY:

DARIO PASSADORE                        
Dario Passadore
Interim Principal Executive Officer and 
Principal Financial Officer