Delaware
|
20-4456503
|
|
(State or other jurisdiction
of incorporation or organization) |
(I.R.S. Employer Identification No.)
|
Item 6.
|
Exhibits
|
|
31.1* |
Certification of CEO/CFO pursuant to Sec. 302
|
|
32.1* |
Certification of CEO/CFO pursuant to Sec. 906
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
101.INS
|
XBRL Instance Document
|
|
101SCH
|
XBRL Taxonomy Extension Schema Document
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
CREATIVE LEARNING CORPORATION
|
|||
August 20, 2012
|
By:
|
/s/ Brian Pappas
|
|
Brian Pappas, Principal Executive,
Financial and Accounting Office
|
Organization, Operations, and Summary of Significant Accounting Policies
|
9 Months Ended |
---|---|
Jun. 30, 2012
|
|
Notes to Financial Statements | |
Organization, Operations, and Summary of Significant Accounting Policies |
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, 2012 and September 30, 2011 the Company had $28,660, respectively and $-0- 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. 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, 2012 and June 30, 2011 the Company had net operating loss carryforwards of approximately $910,100 and $1,107,741 respectively, which begin to expire in 2031. The deferred tax asset of approximately $182,020 and $221,548 respectively created by the net operating loss has been offset by a 100% valuation allowance. The change in the valuation allowance in the nine month period ended June 30, 2012 and 2011 was decreased by $73,388 and increased by $67,343 respectively.
Advertising costs
Advertising costs are expensed as incurred. The Company had advertising costs for the nine month period ended June 30, 2012 and 2011 was $188,789 and $128,478 respectively.
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 Companys 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.
For the nine month period ended June 30, 2012 the Company issued 11,000 shares of stock in exchange for services valued at $8,800.
|
"+ text.join( "
\n" ) +"
" + text[p] + "
\n"; } } }else{ formatted = '' + raw + '
'; } html = ''+ "\n"+''+ "\n"+''+ "\n"+' formatted: '+ ( this.Default == 'raw' ? 'as Filed' : 'with Text Wrapped' ) +''+ "\n"+' | '+ "\n"+'
'+ "\n"+' | '+ "\n"+' '+ "\n"+'
'+ "\n"+' | '+ "\n"+' '+ "\n"+'
Organization, Operations, and Summary of Significant Accounting Policies (Policies)
|
9 Months Ended |
---|---|
Jun. 30, 2012
|
|
Notes to Financial Statements | |
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.
|
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, 2012 and September 30, 2011 the Company had $28,660, respectively and $-0- 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. 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, 2012 and June 30, 2011 the Company had net operating loss carryforwards of approximately $910,100 and $1,107,741 respectively, which begin to expire in 2031. The deferred tax asset of approximately $182,020 and $221,548 respectively created by the net operating loss has been offset by a 100% valuation allowance. The change in the valuation allowance in the nine month period ended June 30, 2012 and 2011 was decreased by $73,388 and increased by $67,343 respectively.
|
Advertising costs |
Advertising costs are expensed as incurred. The Company had advertising costs for the nine month period ended June 30, 2012 and 2011 was $188,789 and $128,478 respectively.
|
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 Companys 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.
For the nine month period ended June 30, 2012 the Company issued 11,000 shares of stock in exchange for services valued at $8,800.
|
Consolidated Balance Sheets (Parenthetical) (USD $)
|
Jun. 30, 2012
|
Sep. 30, 2011
|
---|---|---|
Assets | ||
Allowance for doubtful accounts | $ 2,000 | $ 28,660 |
Accumulated depreciation | $ 23,577 | $ 11,280 |
Stockholders' Equity | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized shares | 10,000,000 | 10,000,000 |
Preferred stock, issued shares | 0 | 0 |
Preferred stock, outstanding shares | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, Authorized | 50,000,000 | 50,000,000 |
Common stock, Issued | 11,451,075 | 10,288,575 |
Common stock, outstanding | 11,451,075 | 10,288,575 |
Document and Entity Information
|
9 Months Ended | |
---|---|---|
Jun. 30, 2012
|
Aug. 14, 2012
|
|
Document And Entity Information | ||
Entity Registrant Name | CREATIVE LEARNING Corp | |
Entity Central Index Key | 0001394638 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2012 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --09-30 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 11,451,075 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2011 |
Consolidated Statements of Operations (Unaudited) (USD $)
|
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2012
|
Jun. 30, 2011
|
Jun. 30, 2012
|
Jun. 30, 2011
|
|
Revenues | ||||
Initial franchise fees | $ 665,317 | $ 361,659 | $ 1,871,339 | $ 1,008,046 |
Royalties and marketing fees | 130,811 | 0 | 302,474 | 0 |
Total revenues | 796,128 | 361,659 | 2,173,813 | 1,008,046 |
Operating expenses: | ||||
Franchise consulting and commissions: related parties | 93,113 | 83,435 | 255,770 | 247,212 |
Franchise consulting and commissions: other | 197,996 | 160,525 | 539,667 | 304,399 |
Franchise training and expenses - related parties | 1,501 | 0 | 12,400 | 0 |
Franchise training and expenses, other | 18,615 | 34,940 | 49,179 | 50,618 |
Salaries and payroll taxes | 102,039 | 40,074 | 283,761 | 173,359 |
Advertising | 82,405 | 70,609 | 188,789 | 128,478 |
Professional fees | 24,237 | 20,598 | 150,638 | 50,078 |
Office expense | 28,985 | 14,183 | 74,772 | 68,511 |
Depreciation | 4,567 | 2,405 | 12,297 | 7,096 |
Stock-based compensation | 0 | 0 | 8,800 | 0 |
Other general and administrative expenses | 110,456 | 65,668 | 233,228 | 339,147 |
Total Operating expenses | 663,915 | 492,437 | 1,809,300 | 1,368,898 |
Income (loss) from operations | 132,212 | (130,778) | 364,514 | (360,852) |
Other income (expense): | ||||
Interest expense - Beneficial conversion feature | (19,630) | |||
Interest expense - other | (1,834) | (16,023) | ||
Other income | 963 | 8,904 | 1,952 | 59,791 |
Total Other Income (expense) | 963 | 7,070 | 1,952 | 24,138 |
Income (loss) before provision for income taxes | 133,175 | (123,708) | 366,465 | (336,714) |
Provision for income tax | ||||
Net income (loss) | $ 133,175 | $ (123,708) | $ 366,465 | $ (336,714) |
Net income (loss) per share: Basic and fully diluted | $ 0.01 | $ (0.04) | $ 0.03 | $ (0.12) |
Weighted average number of common shares outstanding | 11,414,186 | 2,753,176 | 11,414,186 | 2,753,716 |
!2M6<+F[KSU13E0;@8N#X*
M/WZ(6@>HI-]9T2:46N?@"11H@']?R0QLBQ\400J4V5`?Q<&;($X4(%/FC22+
M9`@)\=L@1$,"'(I