-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Wj0P5eo1WpcX4LW+3/5ShYby3YcO7+iTGB8JWbcY5lkq8gtK/vFUV8tBjMWvn3Ki WVXszdydTXka0AncB0dpsA== 0001004878-10-000167.txt : 20100823 0001004878-10-000167.hdr.sgml : 20100823 20100823132042 ACCESSION NUMBER: 0001004878-10-000167 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20100630 FILED AS OF DATE: 20100823 DATE AS OF CHANGE: 20100823 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CREATIVE LEARNING Corp CENTRAL INDEX KEY: 0001394638 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 204456503 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-52883 FILM NUMBER: 101032003 BUSINESS ADDRESS: STREET 1: 701 MARKET STREET CITY: ST AUGUSTINE STATE: FL ZIP: 32095 BUSINESS PHONE: 904-825-0873 MAIL ADDRESS: STREET 1: 701 MARKET STREET CITY: ST AUGUSTINE STATE: FL ZIP: 32095 FORMER COMPANY: FORMER CONFORMED NAME: B2 HEALTH, INC. DATE OF NAME CHANGE: 20070327 10-Q 1 june10q8-10.txt JUNE 10-Q 8-10 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 June 30, 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 of incorporation or Identification No.) 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: 9,800,000 shares of common stock as of August 10, 2010. B2 Health, Inc. (A Development Stage Company) Consolidated Financial Statements (Unaudited) TABLE OF CONTENTS Page CONSOLIDATED FINANCIAL STATEMENTS Consolidated balance sheets 1 Consolidated statements of operation 2-3 Consolidated statements of cash flows 4-5 Notes to consolidated financial statements 6-8 INC. (A Development Stage Company) CONSOLIDATED BALANCE SHEETS June 30, Sept. 30, 2010 2009 (Unaudited) ---------- ------------ ASSETS Current assets Cash $ 174 $ - Inventory 3,412 3,412 Marketable securities 12,603 120 ---------- ---------- Total current assets 16,189 3,532 ---------- ---------- Other - - ---------- ---------- Total Assets $ 16,189 $ 3,532 ========== ========== LIABILITIES & STOCKHOLDERS' EQUITY Current liabilities Accounts payable $ 4,816 $ 30,526 Note payable - related party 13,875 17,175 Accrued interest payable 1,307 1,307 ---------- ---------- Total current liabilities 19,998 49,008 ---------- ---------- Total Liabilities 19,998 49,008 ---------- ---------- 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; 775,500 shares issued and outstanding 78 78 Additional paid in capital 247,060 247,060 Deficit accumulated during the development stage (270,799) (310,379) Accumulated other comprehensive income (loss) 19,852 17,765 ---------- ---------- Total Stockholders' Equity (3,809) (45,476) ---------- ---------- Total Liabilities and Stockholders' Equity $ 16,189 $ 3,532 ========== ========== The accompanying notes are an integral part of the consolidated financial statements. 1 B2 HEALTH, INC. (A Development Stage Company) CONSOLIDATED STATEMENTS OF INCOME AND COMPRHENSIVE INCOME (Unaudited) Three Months Three Months Ended Ended June 30, 2009 June 30, 2010 -------------- -------------- Sales $ - $ - Cost of goods sold - - ---------- ---------- Gross profit - - ---------- ---------- Operating expenses: General and administrative 21,760 21,331 ---------- ---------- 21,760 21,331 ---------- ---------- Gain (loss) from operations (21,760) (21,331) ---------- ---------- Other operating income: Previously written off receivables - - ---------- ---------- Gain (loss) from operations (21,760) (21,331) ---------- ---------- Other income (expense): Interest expense (509) - Interest and dividend income 20 - Realized gain (loss) on securities 11,945 - ---------- ---------- 11,456 - ---------- ---------- Income (loss) before provision for income taxes (10,304) (21,331) Provision for income tax - - ---------- ---------- Net income (loss) $ (10,304) $ (21,331) Other comprehensive income (loss) - net of tax Unrealized gain (loss) on securities 5,433 - ---------- ---------- Comprehensive income (loss) $ (4,871) $ (21,331) ========== ========== Net income (loss) per share (Basic and fully diluted) $ (0.01) $ (0.03) ========== ========== Weighted average number of common shares outstanding 775,500 775,500 ========== ========== The accompanying notes are an integral part of this report. 2 B2 HEALTH, INC. (A Development Stage Company) CONSOLIDATED STATEMENTS OF INCOME AND COMPRHENSIVE INCOME (Unaudited) March 8, 2006 Nine Months Nine Months (Inception) Ended Ended Through June 30, 2009 June 30, 2010 June 30, 2010 ---------------- ---------------- --------------- Sales $ 15,871 $ - $ 95,614 Cost of goods sold 12,653 - 87,037 ---------- ---------- ----------- Gross profit 3,218 - 8,577 ---------- ---------- ----------- Operating expenses: General and administrative 25,916 45,443 276,713 ---------- ---------- ----------- 25,916 45,443 276,713 ---------- ---------- ----------- Gain (loss) from operations (25,968) (45,443) (268,136) ---------- ---------- ----------- Other operating income: Previously written off receivables 7,450 3,300 12,450 ---------- ---------- ----------- Gain (loss) from operations (18,518) (42,143) (255,686) ---------- ---------- ----------- Other income (expense): Interest expense (1,591) - (4,139) Interest and dividend income 988 - 3,806 Realized gain (loss) on securities (47,851) 2,563 (54,360) ---------- ---------- ----------- Total other income (expense) (48,454) 2,563 (54,693) ---------- ---------- ----------- Income (loss) before provision for income taxes (66,972) (39,580) (310,379) Provision for income tax - - - ---------- ---------- ----------- Net income (loss) $ (66,972) $ (39,580) $ (310,379) Other comprehensive income (loss) - net of tax Unrealized gain (loss) on securities 8,748 (2,087) 17,765 ---------- ---------- ----------- Comprehensive income (loss) $ (58,224) $ (41,667) $ (292,614) ========== ========== =========== Net income (loss) per share (Basic and fully diluted) $ (0.08) $ (0.05) ========== ========== Weighted average number of common shares outstanding 775,500 775,500 ========== ========== The accompanying notes are an integral part of the consolidated financial statements. 3 B2 HEALTH, INC. (A Development Stage Company) CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) March 8, 2006 Nine Months Nine Months (Inception) Ended Ended Through June 30, 2009 June 30, 2010 June 30, 2010 -------------- ------------- ------------- Cash Flows From Operating Activities: Net income (loss) during the development stage $ (66,972) $ (39,580) $ (310,379) Adjustments to reconcile net loss to net cash provided by (used for) operating activities: Compensatory stock issuances 10,500 Accounts receivable (14,171) - - Inventory - (3,412) Accounts payable 2,197 25,710 30,526 Accrued interest payable - 1,307 Realized (gains) loss on sale of securities 47,851 - 56,923 ---------- --------- ---------- Net cash provided by (used for) operating activities (31,095) (13,870) (214,535) ---------- --------- ---------- Cash Flows From Investing Activities: Deferred offering costs (65,862) Securities - purchases (922,269) - (1,387,608) Securities - sales 850,438 10,396 1,348,330 Treasury stock purchase (25,000) ---------- --------- ---------- Net cash provided by (used for) investing activities (71,831) 10,396 (130,140) ---------- --------- ---------- (Continued On Following Page) 4 B2 HEALTH, INC. (A Development Stage Company) CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Continued From Previous Page) March 8, 2006 Nine Months Nine Months (Inception) Ended Ended Through June 30, 2009 June 30, 2010 June 30, 2010 -------------- ------------- ------------- Cash Flows From Financing Activities: Notes payable - borrowings $ 17,750 $ 3,300 $ 45,475 Note payable - payments (28,300) Sales of common stock 327,500 ---------- --------- ---------- Net cash provided by (used for) financing activities 17,750 3,300 344,675 ---------- --------- ---------- Net Increase (Decrease) In Cash (85,176) (174) - Cash At The Beginning Of The Period 85,842 174 - ---------- --------- ---------- Cash At The End Of The Period $ 666 $ - $ - ========== ========= ========== Schedule Of Non-Cash Investing and Financing Activities None Supplemental Disclosure Cash paid for interest $ 1,082 $ - $ - Cash paid for income taxes $ - $ - $ - The accompanying notes are an integral part of the consolidated financial statements. 5 B2 HEALTH, INC. (A Development Stage Company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: B2 Health, Inc. (the "Company"), was incorporated in the State of Delaware on March 8, 2006. The Company plans to design and manufacture specialized chiropractic tables. The Company is currently in the development stage and has no significant operations to date. 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 has chosen September 30 as a year end. Principles of consolidation The accompanying consolidated financial statements include the accounts of B2 Health, Inc. 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. 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, 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. 6 Revenue recognition Revenue is recognized on an accrual basis as earned under contract terms. 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 under ASC 740. Pursuant to ASC 740 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carry forwards 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. 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, including cash and cash equivalents and accrued payables, as reported in the accompanying balance sheet, approximates fair value. Marketable Securities Marketable securities are classified as available-for-sale and are presented in the balance sheets at fair market value. Gains and losses are determined using the specific identification method. NOTE 2. SUBSEQUENT EVENT On July 2, 2010 the Company acquired BFK Franchise Company, LLC, a Nevada limited liability company formed in May 2009, for 9,000,000 shares of the Company's common stock. 7 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. 8 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. Unless otherwise indicated, any reference to the operations of the Company includes the operations of BFK. BUSINESS OF BFK Lego Bricks LEGO(R) is a line of construction toys manufactured by the Lego Group, a privately held company based in Billund, Denmark. The flagship product, Lego, consists of colorful interlocking plastic bricks and an accompanying array of gears, minifigures and various other parts. Lego bricks can be assembled and connected in many ways to construct such objects as vehicles, buildings, and even working robots. Anything constructed can then be taken apart, and the pieces used to make other objects. The toys were originally designed in the 1940s in Europe and have achieved an international appeal, with an extensive subculture that supports Lego movies, games, video games, competitions, and four Lego themed amusement parks. Lego pieces of all varieties are a part of a universal system. Despite variation in the design and purpose of individual pieces over the years, each remains compatible in some way with existing pieces. Lego bricks from 1958 still interlock with those made in 2010, and Lego sets for young children are compatible with those made for teenagers. Bricks, beams, axles, gears, mini figures, and all other parts in the Lego system are manufactured to an exacting degree of precision. When snapped together, pieces must have just the right amount of strength and flexibility mixed together to stick together. They must stay together until pulled apart. They cannot be too easy to pull apart, or the resulting constructions would be unstable; they also cannot be too difficult to pull apart, since the disassembly of one creation in order to build another is part of the Lego appeal. Since it began producing plastic bricks, the Lego Group has released thousands of sets themed around a variety of topics including town and city, space, robots, pirates, Lego Trains, Racers, Vikings, castles, Bionicle, dinosaurs, holiday locations, scuba diving and undersea exploration, the wild west, the Arctic, airports and miners. The Lego range has expanded to encompass accessory motors, gears, lights, sensors, and cameras designed to be used with Lego components. Motors, battery packs, lights and switches are sold under the name Power Functions. The Technics line utilizes newer types of interlocking connections that are still compatible with the older brick type connections. The Technics line can often be motorized with Power Functions. 9 Lego initiated a robotics line of toys called "Mindstorms" in 1998, and has continued to expand and update this range ever since. The product originated from a programmable brick developed at the MIT Media Lab and the name is taken from a paper written by a computer scientist and educator who developed the educational theory of constructionism, and whose research was at times funded by the Lego Group. The programmable Lego brick which is at the heart of these robotics sets has undergone several updates and redesigns, with the latest being called the 'NXT' brick, and sold under the brand name of Lego Mindstorms NXT 2.0 or 1.5. The set includes sensors that detect touch, light, sound and ultrasonic waves, with several others being sold separately, including an RFID reader. The intelligent brick can be programmed using software available for both Windows and Mac computers, and is downloaded onto the brick via Bluetooth. Current Programs IN-SCHOOL FIELD TRIPS. One-hour classes during school hours. Classes are correlated to the science for a particular grade level. Teacher guides, student worksheets, and step-by-step instruction are provided. Recommended fees: $5-$8 per student. AFTER-SCHOOL CLASSES. One hour, one day a week class held after school. Recommended fees: $10-$15 per class per child, minimum commitment is usually 4 classes. PRE-SCHOOL CLASSES. Classes can be held in pre-schools for children of pre-school ages. Recommended fees; $5-$7 per child. CLASSES FOR HOME-SCHOOLED CHILDREN. Classes can be held in the home of one of the parents of a home-schooled child. Recommended fees: $8-$10 per child. CAMPS. Normally 3 hours per day for 5 days. Camps can take place at schools or at other child-related venues. Children use Lego(R) bricks to explore various science and math concepts while working in an open, friendly environment. The material covered each session varies depending on students' ages, experience, and skill level. A new project is built each week. Architectural concepts are taught while assembling buildings, castles and other structures. Instructional content includes concepts of friction, gravity and torque, scale, gears, axles and beams. The curriculum can include the construction of a scaled model of the children's school or the school mascot. The children work and play with programmable LEGO(R) bricks along with electric motors, sensors, system bricks, and LEGO(R) Technic pieces (i.e. gears, axles, and beams). Recommended fees: $125-$150/child. Children go home with a small Lego(R) project (cost about $5/child) BIRTHDAY PARTIES. In the home of the birthday child. Recommended fees: $150 per party up to 10 children. If over 10 children the fee is $10/child. SPECIAL EVENTS. Activities with Lego(R) bricks can be held in various locations including church centers, lodges, child-related venues, private schools, pre-schools, etc. Program can include parents, grandparents and all children in the family. Recommended fees: $5 per family. 10 Operating Units 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 August 10, 2010 BFK had: o One Corporate Creativity Center in Florida; o Sixteen franchises in twelve states and one foreign country; Franchise Program A franchisee pays a one-time, non-refundable franchise fee of $22,000 upon the execution of the franchise agreement and is required to pay BFK a royalty of 7% of the amount received from the operation of the franchise. The franchisee is granted an exclusive territory and a license to use the "Bricks 4 Kidz(R)" name and trademarks in the franchised territory. The franchisee is required to conform to certain standards of business practices. Each franchise is run as an independent business and, as such, is responsible its operation, including employment of adequate staff. Franchisees are permitted to assign their franchise provided that BFK receives advance notice of the proposed assignment, the transferee assumes the obligations under the franchise agreement, the transferee meets certain conditions and qualifications, and BFK receives a $5000 transfer fee. The term of the franchise is for ten years. BFK has the right to terminate any franchisee in the event of the franchisee's bankruptcy, a default under the franchise agreement, or other events. The franchisee has the right to renew the franchise for an additional ten years if, at the time of renewal, the franchisee is in good standing and pays a renewal fee in the amount of $5000. 11 In addition to the $22,000 franchise fee, a franchisee is advised that an additional investment of between $8,000 and $23,000 will be required for such things as equipment and supplies, insurance, marketing and working capital during the start-up phase of the business. Capital Requirements The Company is in the development stage and has only generated limited revenue. The Company need additional capital to complete the development of its franchise business and to fund any operating losses. The Company will attempt to raise capital through the private sale of its common stock or other securities. The Company projects that its capital requirements for the twelve months ending August 31, 2011 will be as follows: Opening new Corporate Creativity Centers in Las Vegas, Phoenix, Duval County, Florida, and Broward County, Florida $320,000 Advertising 60,000 General and administrative expenses 320,000 Miscellaneous and contingency 356,000 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, 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 June 30, 2010, that materially affected, or are reasonably likely to materially affect, its internal control over financial reporting. 12 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. 13 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 23, 2010 By: /s/ Brian Pappas ------------------------------ Brian Pappas, Principal Executive, Financial and Accounting Officer EX-31 2 june10qexh318-10.txt EXH. 31 EXHIBIT 31 CERTIFICATIONS I, Brian Pappas, certify that; 1. I have reviewed this quarterly report on Form 10-Q of Creative Learning Corporation; 2. Based on my knowledge, this report, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, no misleading with respect to the period covered by the report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is make known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provided reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. August 23, 2010 By: /s/ Brian Pappas ---------------------------- Brian Pappas, Principal Executive Officer CERTIFICATIONS I, Brian Pappas, certify that; 1. I have reviewed this quarterly report on Form 10-Q of Creative Learning Corporation; 2. Based on my knowledge, this report, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, no misleading with respect to the period covered by the report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is make known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provided reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. August 23, 2010 By: /s/ Brian Pappas ---------------------------- Brian Pappas, Principal Financial Officer EX-32 3 june10qexh328-10.txt EXH. 32 EXHIBIT 32 In connection with the Quarterly Report of Creative Learning Corporation (the "Company") on Form 10-Q for the period ending June 30, 2010 as filed with the Securities and Exchange Commission (the "Report"), Brian Pappas, the Principal Executive and Financial Officer of the Company, certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects the financial condition and results of the Company. August 23, 2010 By: /s/ Brian Pappas --------------------------------- Brian Pappas, Principal Executive and Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----