x |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware | 20-445603 | |
(State or other jurisdiction of incorporation or organization)
|
(I.R.S Employer Identification No.) | |
701 Market, Suite 113, St. Augustine, FL | 32095 | |
(Address of principal executive offices) | (Zip Code) |
Large accelerated filer | o | Accelerated filer | o |
Non-accelerated filer | o | Smaller reporting company | x |
(Do not check if a smaller reporting company) |
Quarter Ending
|
High
|
Low
|
||||||
12/31/10
|
$ | 1.50 | $ | 1.05 | ||||
03/31/11
|
$ | 1.59 | $ | 1.45 | ||||
06/30/11
|
$ | 1.65 | $ | 0.95 | ||||
09/30/11
|
$ | 1.10 | $ | 0.51 | ||||
12/31/11
|
$ | 0.65 | $ | 0.50 | ||||
03/31/12
|
$ | 0.60 | $ | 0.40 | ||||
06/30/12
|
$ | 0.80 | $ | 0.55 | ||||
09/30/12
|
$ | 0.75 | $ | 0.63 | ||||
12/31/12
|
$ | 0.75 | $ | 0.50 | ||||
03/31/13
|
$ | 0.85 | $ | 0.50 | ||||
06/30/13
|
$ | 0.65 | $ | 0.55 | ||||
09/30/13
|
$ | 1.95 | $ | 0.60 |
Item
|
Increase (I) or Decrease (D)
|
Reason
|
||
Franchise consulting and commissions
|
I
|
Increased sales of franchises
|
||
Franchise training and expenses
|
I
|
Increase in size of training classes
|
||
Salaries and payroll taxes
|
I
|
Increase in staff to support the growth of the business
|
||
Advertising
|
I
|
Increased expenditures to grow the business
|
||
Professional fees
|
D
|
Eliminated temporary SEC accounting help and reduction in Corporate legal fees
|
||
Stock-based compensation
|
I
|
Issuance of stock for stock options, consulting expense and correction for stock issuances valuation (see notes to Financials)
|
||
Other general and administrative expenses
|
I
|
Overhead and administrative increases to support the growth of the business
|
||
Other income (expense)
|
I
|
Forgiveness of debt and corrections for stock issuances valuation (see notes to Financials)
|
Year Ended September 30,
|
||||||||
2013
|
2012
|
|||||||
Cash provided by operations
|
$
|
1,115,952
|
$
|
621,885
|
||||
Purchase of property and equipment
|
(25,991
|
)
|
(144,429
|
)
|
||||
Purchase of intangible assets (CI and SF conceptual rights and trademarks, repurchase of territories)
|
(56,800
|
)
|
(7,000
|
)
|
||||
Loans (repayment of loans)
|
(70,000
|
)
|
10,000
|
General and administrative expenses
|
$ | 1,300,000 | ||
Marketing | $ | 450,000 | ||
Business development | $ | 2,065,000 |
2014
|
2015
|
2016
|
2017
|
Total
|
||||||||||||||||
Office lease
|
$ | 10,800 | $ | 10,800 | $ | 10,800 | $ | -- | $ | 32,400 | ||||||||||
Notes payables
|
$ | 3,560 | $ | 4,640 | $ | 657 | $ | -- | $ | 8,857 |
·
|
trends, demands, commitments, events or uncertainties that will result in, or that are reasonably likely to result in, any material increase or decrease in liquidity; or
|
·
|
significant changes in expected sources and uses of cash.
|
Name | Age | Position | ||
Brian Pappas
|
62
|
President, Principal Financial Officer, Principal Accounting Officer, Secretary and Director
|
||
Michelle Cote | 45 | Founder and a Director | ||
Dan O’Donnell | 45 | Vice President of Operations and a Director |
Stock
|
Option
|
All Other
|
||||||||||||||||||||||||
Name and
Principal Position
|
Fiscal
Year
|
Salary
(1)
|
Bonus
(2)
|
Awards
(3)
|
Awards
(4)
|
Compensation
(5)
|
Total
|
|||||||||||||||||||
Brian Pappas,
|
2013
|
$ | 60,000 | -- | -- | -- | $ | 248,127 | $ |
308,127
|
||||||||||||||||
Principal Executive,
|
2012
|
$ | 60,000 | -- | -- | -- | $ | 120,892 | $ | 240,892 | ||||||||||||||||
Financial and | ||||||||||||||||||||||||||
Accounting Officer | ||||||||||||||||||||||||||
Michelle Cote,
|
2013
|
-- | -- | -- | -- | $ | 137,000 | $ |
137,000
|
|||||||||||||||||
Founder
|
2012
|
-- | -- | -- | -- | $ | 158,720 | $ | 158,720 | |||||||||||||||||
Dan O’Donnell,
|
2013
|
$ | 60,000 | -- | -- | $ | 3,306 | $ | 108,000 | $ | 171,306 | |||||||||||||||
Vice President of
|
2012
|
$ | 56,000 | -- | -- | -- | $ | 78,396 | $ | 134,396 | ||||||||||||||||
Operations |
(1)
|
The dollar value of base salary (cash and non-cash) earned. |
(2)
|
The dollar value of bonus (cash and non-cash) earned.
|
(3)
|
The fair value of stock issued for services computed in accordance with ASC 718 on the date of grant.
|
(4)
|
The fair value of options granted computed in accordance with ASC 718 on the date of grant.
|
(5)
|
All other compensation received that we could not properly report in any other column of the table, including consulting and commissions.
|
Employee Stock Options Granted | |||||||||||
Exercise
|
|||||||||||
Grant |
Options
|
Price Per
|
Expiration
|
||||||||
Name
|
Date
|
Granted (#)
|
Share
|
Date
|
|||||||
Dan O’Donnell
|
July 1, 2013
|
25,000 | $ | 0.60 |
December 31, 2015
|
||||||
Richard Nickelson
|
July 1, 2013
|
25,000 | $ | 0.60 |
December 31, 2015
|
Name | Option Price | No. of Options | Expiration Date | ||||||
Dan O’Donnell. VP of Operations
|
$ | 0.60 | 25,000 |
December 31, 2015
|
Plan Category
|
Number of Securities to be Issued Upon Exercise of Outstanding Options,
Warrants and Rights
|
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
|
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (Excluding Securities Reflected in Column (a))
|
|||||||||
(a)
|
(b)
|
(c)
|
||||||||||
Stock Options
|
50,000 | $ | 0.60 | -- |
Name and Address
|
Shares
Owned |
Percent of
Outstanding Shares |
||||||
Brian Pappas
|
||||||||
701 Market St., Ste. 113
|
||||||||
St. Augustine, FL 32095
|
2,229,000 | (1) | 18.9 | % | ||||
Michele Cote
|
||||||||
701 Market St., Ste. 113
|
||||||||
St. Augustine, FL 32095
|
1,400,000 | (2) | 11.9 | % | ||||
Dan O’Donnell
|
||||||||
701 Market St., Ste. 113
|
||||||||
St. Augustine, FL 32095
|
185,000 | 1.6 | % | |||||
(All officers and directors as a group 3 persons)
|
3,814,000 | 32.4 | % |
(1)
|
Shares are held of record by FranVentures, LLC, a limited liability company managed by Mr. Pappas.
|
(2)
|
Shares are held of record by Cote Trading Company, LLC, a limited liability company controlled by Ms. Cote.
|
●
|
$746,226 and $583,617, respectively, for franchise consulting and commissions;
|
●
|
$-0- and $12,400, respectively, for franchise training and expenses;
|
Year Ended September 30, 2012
|
||||
Audit Fees
|
$ | 21,680 | ||
Audit-Related Fees
|
-- | |||
Tax Fees
|
-- | |||
All Other Fees
|
-- |
Year Ended September 30, 2013
|
||||
Audit Fees
|
$ | 24,000 | ||
Audit-Related Fees
|
-- | |||
Tax Fees
|
-- | |||
All Other Fees
|
-- |
Exhibits
|
Description |
Page Number
|
||
3.1.1
|
Certificate of Incorporation
|
(1)
|
||
3.1.2
|
Amendment to Certificate of Incorporation
|
(3)
|
||
3.1.2
|
Bylaws
|
(1)
|
||
10
|
Agreement relating to the acquisition of BFK Franchise Company
|
(2)
|
||
31
|
Rule 13a-14(a) Certifications
|
|||
32
|
Section 1350 Certification
|
101.INS **
|
XBRL Instance Document
|
|
101.SCH **
|
XBRL Taxonomy Extension Schema Document
|
|
101.CAL **
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.DEF **
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
101.LAB **
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
101.PRE **
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
(1)
|
Incorporated by reference to the same exhibit filed with the Company’s registration statement on Form SB-2, File #333-145999.
|
(2)
|
Incorporated by reference to Exhibit 10.1 filed with the Company’s report on Form 8-K dated July 2, 2010.
|
(3)
|
Incorporated by reference to Exhibit 3.1.2 filed with the Company’s report on Form 10-K filed on April 27, 2011.
|
September 30,
|
September 30,
|
|||||||
2013
|
2012
|
|||||||
Assets
|
||||||||
Current Assets:
|
||||||||
Cash | $ | 2,004,947 | 1,041,786 | |||||
Accounts receivable, less allowance for doubtful accounts of $10,000 and $12,000, respectively |
310,150
|
195,493
|
||||||
Prepaid expenses | 826 | 26,334 | ||||||
Other receivables - current portion | 94,301 | 72,109 | ||||||
Deferred tax asset | 1,058 | - | ||||||
Total Current Assets | 2,411,282 | 1,366,626 | ||||||
Note receivable from related party
|
70,000 | - | ||||||
Other receivables - net of current portion
|
37,491 | 30,904 | ||||||
Property and equipment, net of accumulated depreciation of $60,073 and $29,805, respectively | 294,863 | 283,522 | ||||||
Intangible assets
|
95,270 | 25,250 | ||||||
Deposits
|
15,000 | 32,619 | ||||||
Total Assets | $ | 2,923,906 | 1,708,017 | |||||
Liabilities and Stockholders’ Equity | ||||||||
Current Liabilities:
|
||||||||
Accounts payable: | ||||||||
Related parties | $ | 5,690 | 16,771 | |||||
Other | 171,889 | 163,171 | ||||||
Payroll accruals | 13,105 | 11,878 | ||||||
Unearned revenue | 35,900 | - | ||||||
Accrued marketing fund | 100,754 | 90,155 | ||||||
Customer deposits | 120,001 | 47,500 | ||||||
Income tax payable | 13,131 | - | ||||||
Notes Payable: | ||||||||
Related parties | 20,000 | 40,000 | ||||||
Other | 3,560 | 3,500 | ||||||
Total Current Liabilities | 484,030 | 372,975 | ||||||
Other payables - net of current portion
|
5,297 | - | ||||||
Total Liabilities | 489,327 | 372,975 | ||||||
Stockholders’ Equity:
|
||||||||
Preferred stock, $.0001 par value; 10,000,000 shares authorized; | ||||||||
-0- and -0- shares issued and outstanding, respectively | - | - | ||||||
Common stock, $.0001 par value; 50,000,000 shares authorized; | ||||||||
11,809,409 and 11,556,075 shares issued and outstanding, respectively | 1,181 | 1,155 | ||||||
Additional paid-in capital | 2,157,673 | 2,006,118 | ||||||
Retained earnings (deficit) | 275,725 | (672,231 | ) | |||||
Total Stockholders’ Equity | 2,434,579 | 1,335,042 | ||||||
Total Liabilities and Stockholders’ Equity | $ | 2,923,906 | 1,708,017 |
For The Fiscal Years Ended
|
||||||||
September 30,
|
September 30,
|
|||||||
2013
|
2012
|
|||||||
Revenues:
|
||||||||
Initial franchise fees | $ | 3,700,221 | $ | 2,793,624 | ||||
Royalty fees
|
995,900 | 479,860 | ||||||
Corporate Creativity Center sales | 124,598 | 143,783 | ||||||
4,820,719 | 3,417,267 | |||||||
Operating expenses:
|
||||||||
Franchise consulting and commissions: | ||||||||
Related parties | 746,226 | 583,617 | ||||||
Other | 976,776 | 905,031 | ||||||
Franchise training and expenses: | ||||||||
Related parties | - | 12,400 | ||||||
Other | 272,125 | 124,552 | ||||||
Salaries and payroll taxes | 539,982 | 397,250 | ||||||
Advertising | 455,108 | 324,230 | ||||||
Professional fees | 97,886 | 161,429 | ||||||
Office expense | 158,964 | 137,480 | ||||||
Depreciation | 30,267 | 18,525 | ||||||
Stock-based compensation | 108,280 | 12,550 | ||||||
Other general and administrative expenses | 389,348 | 157,707 | ||||||
Total operating expenses | 3,774,962 | 2,834,771 | ||||||
Income from operations | 1,045,757 | 582,496 | ||||||
Other income (expense):
|
||||||||
Interest (expense) | (4,882) | - | ||||||
Other income (expense) | (80,846 | ) | 22,314 | |||||
Total other income (expense) | (85,728 | ) | 22,314 | |||||
Income before provision for | ||||||||
income taxes | 960,029 | 604,810 | ||||||
Provision for income taxes (Note 1)
|
12,073 | - | ||||||
Net Income
|
$ | 947,956 | $ | 604,810 | ||||
Net Income per share
|
||||||||
Basic | $ | 0.08 | $ | 0.05 | ||||
Basic Weighted average number of common shares outstanding | 11,675,102 | 11,445,492 | ||||||
Diluted | $ | 0.08 | $ | - | ||||
Diluted Weighted average number of common | ||||||||
shares outstanding | 11,678,873 | - |
For the Fiscal Years Ended
|
||||||||
September 30,
|
September 30,
|
|||||||
2013
|
2012
|
|||||||
Cash flows from operating activities: | ||||||||
Net income | $ | 947,956 | $ | 604,810 | ||||
Adjustments to reconcile net income to net cash | ||||||||
provided by operating activities: | ||||||||
Depreciation | 30,267 | 18,525 | ||||||
Compensatory equity issuances | 108,280 | 12,550 | ||||||
Bad debt expense | 11,036 | - | ||||||
Write-off of note receivable | 23,000 | - | ||||||
Gain on sale of territory | (7,553 | ) | - | |||||
Changes in operating assets and liabilities: | ||||||||
Accounts receivable | (125,703 | ) | (106,488 | ) | ||||
Accounts payable | (2,363 | ) | 99,308 | |||||
Accrued liabilities | 1,228 | - | ||||||
Accrued marketing funds | 10,599 | 145,409 | ||||||
Customer deposits | 72,501 | - | ||||||
Deferred tax asset | (1,058 | ) | - | |||||
Deposits | 17,619 | - | ||||||
Income tax payable | 13,131 | - | ||||||
Other receivables | (28,779 | ) | (125,895 | ) | ||||
Prepaid expenses | 9,890 | (26,334 | ) | |||||
Unearned revenue | 35,900 | - | ||||||
Net cash provided by operating activites | 1,115,952 | 621,885 | ||||||
Cash flows from investing activities:
|
||||||||
Property and equipment purchases | (25,991 | ) | (144,429 | ) | ||||
Intangible asset purchases | (56,800 | ) | (7,000 | ) | ||||
Note receivable from related party | (70,000 | ) | 10,000 | |||||
Net cash used in investing activities | (152,791 | ) | (141,429 | ) | ||||
Cash flows from financing activities:
|
||||||||
Notes payable | - | 43,500 | ||||||
Net cash provided by financing activities | - | 43,500 | ||||||
Net change in cash | 963,161 | 523,956 | ||||||
Cash, beginning of period
|
1,041,786 | 517,830 | ||||||
Cash, end of period
|
$ | 2,004,947 | 1,041,786 | |||||
Supplemental disclosure of cash flow information:
|
||||||||
Cash paid during the period for: | ||||||||
Income taxes | $ | - | - | |||||
Interest | $ | 4,882 | - | |||||
Supplemental non-cash investing and financing activities: | ||||||||
Common stock issued for intangible assets | $ | 23,300 | $ | 18,250 | ||||
Reclassification of prepaid expenses | $ | 15,618 | - | |||||
Common stock issued to settle note payable | $ | 20,000 | - |
Additional
|
Retained
|
|||||||||||||||||||
Common Stock
|
Paid-in
|
Earnings
|
||||||||||||||||||
Shares
|
Par Value
|
Capital
|
(Deficit)
|
Total
|
||||||||||||||||
Balance, September 30, 2011
|
10,288,575 | $ | 1,029 | $ | 1,975,445 | $ | (1,277,040 | ) | $ | 699,434 | ||||||||||
Stock issued under exchange agreement (Note 2)
|
1,260,000 | 126 | (126 | ) | - | 0 | ||||||||||||||
Compensatory stock issuances (Note 7)
|
11,000 | 1 | 8,799 | - | 8,800 | |||||||||||||||
Cancellation of prior shares issued erroneously (Note 7)
|
(33,500 | ) | (3 | ) | 3 | - | - | |||||||||||||
Stock issued as payment for liabilities (Note 7)
|
5,000 | 0 | 3,750 | - | 3,750 | |||||||||||||||
Stock issued for busiess acquisition (Note 7)
|
25,000 | 2 | 18,248 | - | 18,250 | |||||||||||||||
Net income for the year ended September 30, 2012
|
- | - | - | 604,810 | 604,810 | |||||||||||||||
Balance, September 30, 2012
|
11,556,075 | $ | 1,155 | $ | 2,006,118 | $ | (672,230 | ) | $ | 1,335,044 | ||||||||||
Stock issued as payment on notes payables (Note 7)
|
10,000 | 1 | 9,999 | - | 10,000 | |||||||||||||||
Stock issued as payment on notes payables (Note 7)
|
10,000 | 1 | 9,999 | - | 10,000 | |||||||||||||||
Stock issued for business acquisition (Note 7)
|
35,000 | 3 | 17,497 | - | 17,500 | |||||||||||||||
Stock issued for business acquisition (Note 7)
|
10,000 | 1 | 5,799 | - | 5,800 | |||||||||||||||
Compensatory stock issuances (Note 7)
|
35,000 | 3 | 20,997 | - | 21,000 | |||||||||||||||
Compensatory stock issuances (Note 7)
|
5,000 | 1 | 2,999 | - | 3,000 | |||||||||||||||
Replacement of prior shares issued erroneously (Note 7)
|
66,667 | 7 | 38,660 | - | 38,667 | |||||||||||||||
Adjustment to correct share counts (Note 7)
|
66,667 | 7 | 29,993 | - | 30,000 | |||||||||||||||
Stock options expense (Note 9)
|
- | - | 6,613 | - | 6,613 | |||||||||||||||
Compensatory stock issuances (Note 7)
|
15,000 | 2 | 8,999 | - | 9,000 | |||||||||||||||
Net income for the year ended September 30, 2013
|
- | - | - | 947,955 | 947,955 | |||||||||||||||
Balance, September 30, 2013
|
11,809,409 | $ | 1,181 | $ | 2,157,673 | $ | 275,725 | $ | 2,434,579 |
Level 1: | Quoted prices in active markets for identical assets or liabilities. |
Level 2:
|
Quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability.
|
Level 3:
|
Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
|
●
|
$746,226 and $583,617, respectively, for franchise consulting and commissions;
|
●
|
$-0- and $12,400, respectively, for franchise training and expenses;
|
September 30,
|
||||||||
2013
|
2012
|
|||||||
Software
|
$ | 30,558 | $ | - | ||||
Furniture and Fixtures
|
57,654 | 54,435 | ||||||
Equipment
|
33,109 | 29,857 | ||||||
Real Property
|
233,615 | 229,035 | ||||||
354,936 | 313,327 | |||||||
Less accumulated depreciation
|
(60,073 | ) | (29,805 | ) | ||||
$ | 294,863 | $ | 283,522 |
2014 | 2015 | 2016 | Total | |||||||||||||
Payment schedules for Notes And Other Receivables | $ | 94,301 | $ | 31,711 | $ | 5,780 | $ | 131,792 |
2014
|
2015
|
2016
|
Total
|
|||||||||||||
Payment schedules for Deferred Commissions
|
$ | 3,560 | $ | 4,640 | $ | 657 | $ | 8,857 |
BFK Franchise Company LLC
September 30,
|
||||||||||||
2013
|
2012 | 2011 | ||||||||||
Franchises in operation - beginning of year
|
210 | 75 | 36 | |||||||||
Franchises sold during the year
|
175 | 137 | 42 | |||||||||
Franchises cancelled, terminated or repurchased during the year
|
(5 | ) | (2 | ) | (3 | ) | ||||||
Franchises in operation - end of year
|
380 | 210 | 75 |
CI Franchise Company LLC
September 30,
|
||||||||||||
2013
|
2012 | 2011 | ||||||||||
Franchises in operation - beginning of year
|
0 | 0 | 0 | |||||||||
Franchises sold during the year
|
15 | 0 | 0 | |||||||||
Franchises cancelled, terminated or repurchased during the year
|
0 | 0 | 0 | |||||||||
Franchises in operation - end of year
|
15 | 0 | 0 |
2014
|
2015
|
2016
|
Total
|
|||||||||||||
Lease of office space
|
$ | 10,800 | $ | 10,800 | $ | 10,800 | $ | 32,400 |
September 30,
|
September 30,
|
|||||||
2013
|
2012
|
|||||||
Deferred tax assets:
|
||||||||
Short-term
|
$ | 1,058 | $ | -0- | ||||
Long-term
|
-0- | -0- | ||||||
Total deferred tax asset
|
$ | 1,058 | $ | -0- | ||||
Deferred tax liabilities:
|
||||||||
Short-term
|
$ | -0- | $ | -0- | ||||
Long-term
|
-0- | -0- | ||||||
Total deferred tax liabilities
|
$ | -0- | $ | -0- | ||||
Total deferred tax assets | -0- | -0- | ||||||
Net deferred tax liability | $ | -0- | $ | -0- |
September 30, 2013
|
September 30, 2012
|
|||||||||||||||
Temporary
|
Tax
|
Temporary
|
Tax
|
|||||||||||||
Difference
|
Effect
|
Difference
|
Effect
|
|||||||||||||
Deferred tax assets:
|
||||||||||||||||
Depreciation timing difference
|
$
|
3,084
|
$
|
1,058
|
$
|
-0-
|
$
|
-0-
|
||||||||
Net operating loss
|
-0-
|
-0-
|
251,549
|
94,658
|
||||||||||||
Valuation allowance
|
-0-
|
-0-
|
-251,549
|
-94,658
|
||||||||||||
Total deferred tax asset
|
3,084
|
1,058
|
-0-
|
-0-
|
||||||||||||
Deferred tax liabilities:
|
-0-
|
-0-
|
-0-
|
-0-
|
||||||||||||
Total deferred liability
|
-0-
|
-0-
|
-0-
|
-0-
|
||||||||||||
Net deferred tax asset
|
$
|
3,084
|
$
|
1,058
|
$
|
-0-
|
$
|
-0-
|
September 30,
|
September 30,
|
|||||||
2013
|
2012
|
|||||||
Federal:
|
$ | 10,844 | $ | -0- | ||||
Florida:
|
2,247 | -0- | ||||||
Total current taxes payable
|
$ | 13,131 | $ | -0- |
September 30,
2013
|
September 30,
2012
|
|||||||
U.S. Federal statutory graduated rate
|
16.24 | % | 34.00 | % | ||||
State income tax rate, net of federal benefit
|
4.73 | % | 3.63 | % | ||||
Net rate
|
20.97 | % | 37.63 | % | ||||
Net operating loss used
|
-19.66 | % | 0.00 | % | ||||
Net operating loss for which no tax benefit is currently available
|
0.00 | % | -37.63 | % | ||||
Effective tax rate
|
1.31 | % | -- |
CREATIVE LEARNING CORPORATION
|
|||
|
By:
|
/s/ Brian Pappas | |
Brian Pappas, | |||
Chief Executive Officer |
Signature
|
Title
|
Date
|
||
/s/ Brian Pappas
|
Principal Executive Officer and a Director
|
September 22, 2014
|
||
Brian Pappas
|
|
|||
/s/ Richard Nickelson |
Principal Financial and Accounting Officer
|
September 30, 2014
|
||
Richard Nickelson
|
||||
/s/ Michelle Cote
|
Director
|
September 22, 2014
|
||
Michelle Cote
|
||||
/s/ Dan O’Donnell
|
Director
|
September 22, 2014
|
||
Dan O’Donnell
|
1.
|
I have reviewed this annual report on Form 10-K/A 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, not misleading with respect to the period covered by this 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 and 15d-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 made 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 cause such internal control over financial reporting to be designed under our supervision, to provide 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 the 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 significant role in the registrant's internal control over financial reporting.
|
Dated: September 22, 2014
|
By:
|
/s/ Brian Pappas | |
Brian Pappas
|
|||
Principal Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K/A 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, not misleading with respect to the period covered by this 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 and 15d-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 made 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 cause such internal control over financial reporting to be designed under our supervision, to provide 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 the 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 significant role in the registrant's internal control over financial reporting.
|
Dated: September 30, 2014
|
By:
|
/s/ Richard Nickelson | |
Richard Nickelson
|
|||
Principal Financial Officer
|
|
(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.
|
Dated: September 22, 2014
|
By:
|
/s/ Brian Pappas | |
Brian Pappas
|
|||
Principal Executive Officer
|
Dated: September 30, 2014
|
By:
|
/s/ Richard Nickelson | |
Richard Nickelson
|
|||
Principal Financial Officer
|