10-Q

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 March 31, 2019

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

701 Market St., Suite 113

St. Augustine, FL 32095

 (Address of principal executive offices, including Zip Code)

(904) 824-3133

 (Issuer’s telephone number, including area code)

_______________________________________________

(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 o

Indicate by check mark whether the registrant has submitted every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a small reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	x	Smaller reporting company	x
		Emerging growth company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 13,354,261 shares of common stock as of December 5, 2019.

CREATIVE LEARNING CORPORATION

FORM 10Q

Period Ended March 31, 2019

TABLE OF CONTENTS

		Page No.
	PART I
Item 1.	Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosure About Market Risk	18
Item 4.	Controls and Procedures	18
	PART II
Item 1.	Legal Proceedings	19
Item 1A.	Risk Factors	19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	19
Item 3.	Defaults Upon Senior Securities	19
Item 4.	Mine Safety Disclosures	19
Item 5.	Other Information	19
Item 6.	Exhibits	20

2

Unless the context otherwise requires, when we use the words the “Company,” “Creative Learning,” “we,” “us,” “our” or “our Company” in this Form 10-Q, we are referring to Creative Learning Corporation, a Delaware corporation, and its subsidiaries.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (the “Report” or the “Form 10-Q”) includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,” “will,” “potential,” “projects,” “predicts,” “continue,” or “should,” or, in each case, their negative or other variations or comparable terminology. There can be no assurance that actual results will not materially differ from expectations. You should read statements that contain these words carefully because they:

· discuss future expectations;

· contain projections of future results of operations or financial condition; or

· state other “forward-looking” information.

We believe it is important to communicate our expectations to our stockholders. However, there may be events in the future that we are not able to accurately predict or over which we have no control. The risk factors and cautionary language discussed in this Form 10-Q and in our Form 10-K for the year ended September 30, 2018 provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described by us in our forward-looking statements, including among other things:

· the operating and financial results of and our relationships with our franchisees;

· actions taken by our franchisees that may harm our business;

· incidents that may impair the value of our brand;

· our failure to successfully implement our growth strategy;

· changing economic conditions;

· our need for additional financing;

· risks associated with our franchisees;

· litigation and regulatory issues; and

· our failure to comply with current or future laws or regulations.

You should not place undue reliance on these forward-looking statements, which speak only as of the date of this Form 10-Q. Forward-looking statements involve known and unknown risks and uncertainties that may cause our actual future results to differ materially from those projected or contemplated in the forward-looking statements.

All forward-looking statements included herein attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to above. Except to the extent required by applicable laws and regulations, we undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this Form 10-Q or to reflect the occurrence of unanticipated events. You should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this Form 10-Q could have a material adverse effect on us.

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PART I

Item 1. Financial Statements

CREATIVE LEARNING CORPORATION

Condensed Consolidated Balance Sheets

	March 31,			September 30,
		2019 (Unaudited)			2018
Assets
Current Assets:
Cash	$	110,105		$	80,693
Restricted Cash (marketing fund)		26,223			22,505
Accounts receivable, less allowance for doubtful accounts of approximately $852,000 and $938,000, respectively		365,154			194,835
Prepaid commission expense		291,748			-
Prepaid expense		5,945			29,725
Assets held for sale		-			43,178
Notes receivables - current portion, less allowance for doubtful accounts of approximately $91,000 and $91,000, respectively		12,000			11,955
Total Current Assets		811,175			382,891
Prepaid commission expense - net of current portion		1,354,285			-
Notes receivables - net of current portion		-			3,045
Property and equipment, net of accumulated depreciation of approximately $338,000 and $273,000, respectively		425,499			357,930
Deposits		1,425			1,425
Total Assets	$	2,592,384		$	745,291
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable	$	83,634		$	161,011
Deferred revenue		1,096,450			-
Accrued liabilities		14,751			14,605
Accrued marketing fund		34,756			97,334
Total Current Liabilities		1,229,591			272,950
Deferred revenue - net of current portion		4,315,442			-
Total Liabilities		5,545,033			272,950
Commitments and Contingencies (Note 6)		-			-
Stockholders' Equity (Deficit)
Preferred stock, $.0001 par value; 10,000,000 shares authorized;
-0- shares issued and outstanding		-			-
Common stock, $.0001 par value; 50,000,000 shares authorized
12,089,140 shares issued and 12,024,040 shares outstanding as of March 31, 2019
12,075,875 shares issued and 12,010,775 shares outstanding as of September 30, 2018		1,209			1,207
Additional paid in capital		2,897,283			2,897,285
Treasury Stock 65,100 shares, at cost		(34,626	)		(34,626	)
Accumulated Deficit		(5,816,515	)		(2,391,525	)
Total Stockholders' Equity (Deficit)		(2,952,649	)		472,341
Total Liabilities and Stockholders' Equity  (Deficit)	$	2,592,384		$	745,291

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

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CREATIVE LEARNING CORPORATION

Condensed Consolidated Statements of Operations (Unaudited)

	For the three months ended					For the six months ended
	March 31,		March 31,			March 31,		March 31,
	2019		2018			2019		2018
REVENUES
Royalties fees	$	477,607	$	557,888		$	1,035,203	$	1,105,825
Advertising fund revenue		36,835		-			582,038		-
Initial franchise fees		485,025		45,309			1,229,697		94,209
Merchandise sales		15,725		4,773			17,563		4,773
TOTAL REVENUES		1,015,192		607,970			2,864,501		1,204,807
OPERATING EXPENSES
Salaries and payroll taxes and stock-based compensation		168,299		164,391			376,247		352,875
Professional, legal and consulting fees		125,654		130,030			249,925		407,042
Bad debt expense		21,899		132,529			27,058		202,388
Other general and administrative expenses		68,280		101,783			132,547		218,257
Franchise commissions		240,373		15,245			441,773		30,803
Franchise training and expenses		2,461		6,583			15,322		23,085
Depreciation		34,854		12,418			55,172		24,733
Advertising		38,270		2,546			590,579		5,303
Office expense		5,209		3,537			8,711		7,246
TOTAL OPERATING EXPENSES		705,299		569,062			1,897,334		1,271,732
OPERATING INCOME/(LOSS)		309,893		38,908			967,167		(66,925	)
OTHER INCOME/ (LOSS)		252		(172	)		41,518		7
INCOME/(LOSS) BEFORE INCOME TAXES		310,145		38,736			1,008,685		(66,918	)
PROVISION FOR INCOME TAXES		-		-			-		-
NET INCOME/(LOSS)	$	310,145	$	38,736		$	1,008,685	$	(66,918	)
NET INCOME/(LOSS) PER SHARE
Basic and diluted	$	0.03	$	0.00		$	0.08	$	(0.01	)
Basic and diluted weighted average number of common shares outstanding		12,011,520		12,090,161			12,011,141		12,083,018

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

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Creative Learning Corporation

Condensed Consolidated Statement of Changes in Stockholders' Equity (Deficit)

(Unaudited)

For the three months ended March 31, 2019

	Treasury Stock						Common stock				Additional						Total
											Paid-in			Accumulated			Stockholder's
	Shares			Value			Shares		Amount		Capital			Deficit			Equity (Deficit)
Balance, December 31, 2018		(65,100	)	$	(34,626	)		12,075,875	$	1,207	$	2,897,285		$	(6,126,660	)	$	(3,262,794	)
Shares issued for rounding error		-			-			13,265		2		(2	)		-			-
Net income		-			-			-		-		-			310,145			310,145
Balance, March 31, 2019		(65,100	)	$	(34,626	)		12,089,140	$	1,209	$	2,897,283		$	(5,816,515	)	$	(2,952,649	)

For the six months ended March 31, 2019

	Treasury Stock						Common stock				Additional						Total
											Paid-in			Accumulated			Stockholder's
	Shares			Value			Shares		Amount		Capital			Deficit			Equity (Deficit)
Balance, September 30, 2018		(65,100	)		(34,626	)		12,075,875		1,207		2,897,285			(2,391,525	)		472,341
Shares issued for rounding error		-			-			13,265		2		(2	)		-			-
Net income		-			-			-		-		-			1,008,685			1,008,685
Adoption of ASC 606		-			-			-		-		-			(4,433,675	)		(4,433,675	)
Balance, March 31, 2019		(65,100	)	$	(34,626	)		12,089,140	$	1,209	$	2,897,283		$	(5,816,515	)	$	(2,952,649	)

For the three months ended March 31, 2018

	Treasury Stock						Common stock				Additional					Total
											Paid-in		Accumulated			Stockholder's
	Shares			Value			Shares		Amount		Capital		Deficit			Equity (Deficit)
Balance December 31, 2017		(65,100	)		(34,626	)		12,075,875		1,207		2,897,285		(2,278,346	)		585,520
Net income		-			-			-		-		-		38,736			38,736
Balance, March 31, 2018		(65,100	)	$	(34,626	)		12,075,875	$	1,207	$	2,897,285	$	(2,239,610	)	$	624,256

For the six months ended March 31, 2018

	Treasury Stock						Common stock				Additional					Total
											Paid-in		Accumulated			Stockholder's
	Shares			Value			Shares		Amount		Capital		Deficit			Equity (Deficit)
Balance September 30, 2017		(65,100	)		(34,626	)		12,075,875		1,207		2,895,285		(2,172,692	)		689,174
Net loss		-			-			-		-		-		(66,918	)		(66,918	)
Stock-based compensation		-			-			-		-		2,000		-			2,000
Balance, March 31, 2018		(65,100	)	$	(34,626	)		12,075,875	$	1,207	$	2,897,285	$	(2,239,610	)	$	624,256

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

6

CREATIVE LEARNING CORPORATION

Condensed Consolidated Statements of Cash Flows (Unaudited)

	For the six months ended
	March 31
	2019			2018
Cash flows from operating activities:
Net Income/(Loss)	$	1,008,685		$	(66,918	)
Retained earnings adjustment for 606		(4,433,675	)		-
Adjustments to reconcile net loss to net cash provided by/(used in) operating activities:
Depreciation		55,172			24,733
Gain on sale of assets held for sale		(42,775	)		-
Bad debt expense		5,159			202,388
Stock based compensation		-			2,000
Changes in operating assets and liabilities:
Accounts receivable		(175,478	)		(267,479	)
Prepaid expenses		27,508			40,885
Prepaid commission expense		(1,646,033	)		-
Deposits		-			13,628
Accounts payable		(81,105	)		38,222
Accrued liabilities		146			(46,477	)
Deferred Revenue		5,411,892			-
Accrued marketing fund		(62,578	)		(31,913	)
Net cash provided by (used in) operating activities		66,918			(90,931	)
Cash flows from investing activities:
Acquisition of property and equipment		(122,575	)		(72,870	)
Sale of assets held for sale		85,787			-
(Issuance)/Collection of Notes receivable		3,000			(8,640	)
Net cash provided by (used in) investing activities		(33,788	)		(81,510	)
Cash flows from financing activities:
Net cash provided by financing activities		-			-
Net change in cash, cash equivalents and restricted cash		33,130			(172,441	)
Cash, cash equivalents and restricted cash at beginning of period		103,198			332,287
Cash, cash equivalents and restricted cash at end of period	$	136,328		$	159,846
Noncash financing activity:
Financed Insurance	$	3,728		$	-
Shares issued for rounding error	$	2		$	-

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

7

CREATIVE LEARNING CORPORATION

Notes to Financial Statements

(1) Nature of Organization, Operations and Summary of Significant Accounting Policies:

Nature of Organization

Creative Learning Corporation (the “Company”) operates wholly owned subsidiaries, BFK Franchise Co., LLC (“BFK”) and SF Franchise Company, LLC (“SF”), under the trade names Bricks 4 Kidz® and Sew Fun Studios™ respectively, that offer children's enrichment and education franchises. As of March 31, 2019, BFK franchisees operated in 391 territories in 38 countries.

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information, with the instructions to Form 10-Q and with Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required for complete financial statements. In the opinion of management, these consolidated financial statements contain all normal recurring adjustments considered necessary for a fair presentation of the Company’s results for the interim periods that have been included. The results for the three and six months ended March 31, 2019 are not necessarily indicative of the results to be expected for the full year. These statements should be read in conjunction with the Company’s audited consolidated financial statements and management’s discussion and analysis included in the Company’s annual report on Form 10-K for the year ended September 30, 2018.

Related Parties

The Company has been involved in transactions with related parties. A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.

Use of Estimates

The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. The more significant estimates and assumptions made by management include allowance for doubtful accounts, the valuation allowance for deferred tax assets, depreciation of property and equipment, amortization of intangible assets, recoverability of long-lived assets and fair market value of equity instruments. Actual results could differ from those estimates as the current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions.

Restricted Cash

The Company had restricted cash of approximately $26,000 and $23,000 at March 31, 2019 and September 30, 2018, respectively, associated with marketing funds collected from the franchisees. Per the franchise agreements a marketing fund of 2% of franchisees gross cash receipts is collected and held to be spent on the promotion of the brand. Any cash collected by the Company for marketing funds is held in a separate bank account and any balance at period end is presented as “restricted cash” and “accrued marketing fund” on the balance sheet. See Note 4 for additional information.

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Accounts and Note Receivables

The Company reviews accounts and notes receivable periodically for collectability, establishes an allowance for doubtful accounts, and records bad debt expense when deemed necessary. The Company records an allowance for doubtful accounts and notes that is based on historical trends, customer knowledge, any known disputes, and the aging of the accounts receivable balances combined with management’s estimate of future potential recoverability. Receivables and notes are written off against the allowance after all attempts to collect a receivable have failed. The Company believes its allowance for doubtful accounts at March 31, 2019 and September 30, 2018 are adequate, but actual write-offs could exceed the recorded allowance.

Property, Equipment and Depreciation

Property and equipment are stated at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets, which range from three to forty years. Expenditures for additions and improvements are capitalized, while repairs and maintenance costs are expensed as incurred. The cost and related accumulated depreciation of property and equipment sold or otherwise disposed of are removed from the accounts and any gain or loss is recorded in the year of disposal.

Fixed Assets	Useful Life
Equipment	5 years
Furniture and Fixtures	5 years
Property Improvements	15-40 years
Software	3  years

Long-Lived Assets

The Company’s long-lived assets consist of property and equipment, and intangible assets. The Company tests for impairment losses on long-lived assets used in operations whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.  Recoverability of an asset to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value.  Impairment evaluations involve management’s estimates of asset useful lives and future cash flows.  Actual useful lives and cash flows could be different from those estimated by management which could have a material effect on our reporting results and financial positions.  Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary.

Fair Value of Financial Instruments

The carrying amounts of cash, accounts receivable, and accounts payable approximate fair value because of the relative short-term maturity of these items and current payment expected. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment, and therefore cannot be determined with precision. Changes in assumptions could significantly affect these estimates. The Company does not hold or issue financial instruments for trading purposes, nor does it utilize derivative instruments. Notes receivable are recorded at par value less allowance for doubtful accounts. The carrying amount is consistent with fair value based upon similar notes issued to other franchisees.

ASC 825, Financial Instruments, clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. It also requires disclosure about how fair value is determined for assets and liabilities and establishes a hierarchy for which these assets and liabilities must be grouped, based on significant levels of inputs as follows:

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.

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The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs.  The Company had no financial assets or liabilities carried and measured on a recurring basis during the reporting periods. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared

Revenue Recognition

Revenue is recognized when a company satisfies a performance obligation by transferring a promised good or service to a customer. The Company generates all its revenue from contracts with customers. The Company’s franchise agreements provide for a ten year term and include performance obligations as follows: protected territory designation, access to proprietary manuals and handbooks, initial training and on-going assistance, consulting, promotion of goodwill, administration of marketing fund, marketing and promotion items, initial advertising program development assistance, company website access, Franchise Management Tool access, lessons and model plans, project kits, Duplo bricks, frames stop motion animation software, and use of the franchisor’s intellectual property (IP) (e.g., trade name – Bricks for Kidz). Additionally, the contract permits the franchisee to renew the contract for an additional ten-year term for a fee. The following is a description of principal activities from which the Company generates its revenue.

Initial Franchise Fee - Since the Company’s franchises are primarily a mobile concept and do not require finding locations or construction, the franchisees can begin operations as soon as they complete training. The franchise fees are fully collectible and nonrefundable as of the date of the signing of the franchise agreement. The initial franchise fee is recognized as deferred revenue on a straight line basis over the ten-year period as the performance obligations are met over the contract term. The Company adopted the new revenue standard (Topic 606) on October 1, 2018 for contracts with remaining performance obligations as of October 1, 2018. Comparative information from prior year periods has not been adjusted and continue to be reported under the accounting standards in effect for those periods under Topic 605. The adoption of the new guidance changed the timing of recognition of franchise sales and franchise renewal revenue and related commissions paid on franchise sales, as discussed further in Note 7.

The activity in the Company’s deferred revenue for initial franchise fee is included in “Deferred revenue” and “Deferred revenue, net of current portion” on the Condensed Consolidated Balance Sheets, and consists of the following:

	Balance at beginning of period	New billings (a)		Revenue recognized (b)			Balance at end of period
As of March 31, 2019	-	$	6,641,589	$	(1,229,697	)	$	5,411,892

(a) New billings not related to ASC 606 implementation was $15,368 and $130,468 for the three and six month periods ended March 31, 2019, respectively.

(b) Revenue recognized not related to ASC 606 implementation for new billings was $576 and $6,189 for the three and six month periods ended March 31, 2019, respectively.

Commissions paid on initial franchise sales are recognized as an asset and amortized over the contract life of the franchise agreement. The activity in the Company’s capitalized contract costs for commissions consist of the following:

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	Balance at beginning of period	Additions to  Contract cost for new activity (a)		Expense recognized (b)			Balance at end of period
As of March 31, 2019	-	$	2,087,806	$	(441,773	)	$	1,646,033

(a) Additions to contract cost for new activity not related to ASC 606 implementation was $1,378 and $11,737 for the three and six month periods ended March 31, 2019, respectively.

(b) Expense recognized not related to ASC 606 implementation for new activity was $23 and $535 for the three and six month periods ended March 31, 2019, respectively.

Advertising Fund Revenue - Per the terms of the franchise agreements, the Company collects 2% of franchisee’s monthly gross revenues each month, due on the third day of the following month, for a marketing fund, managed by the Company, to allocate towards national branding of the Company’s concepts to benefit the franchisees. This revenue is recognized on a monthly basis. Upon adoption of FASB 606 on October 1, 2018, the Company began presenting these revenues on a gross revenue basis on its statement of operations as per FASB ASC 606-10-55-39.

The activity in the Company’s accrued marketing fund for advertising fund revenue accounts consists of the following:

	Balance at beginning of period		New billings (a)		Expense recognized (b)			Balance at end of period
As of March 31, 2019	$	97,334	$	517,013	$	(579,591	)	$	34,756

(a) New billings recognized related to the beginning balance was $514 and $4,702 for the three and six month periods ended March 31, 2019 not related to ASC 606 implementation.

(b) Expense recognized related to the beginning balance was $36,835 and $67,279 for the three and six month periods ended March 31, 2019 not related to ASC 606 implementation.

Royalties - Royalties are calculated per franchise, based on a flat fee structure and are recognized as earned on a monthly basis.

Merchandise Revenue – Merchandise revenue is made up of Lego kits and fees for the use of Company email.

Advertising Costs

Advertising costs for the operating company are expensed as incurred. The Company incurred advertising costs for the three and six months ended March 31, 2019 of approximately $1,000 and $9,000, respectively, and for the three and six months ended March 31, 2018 of approximately $3,000 and $5,000, respectively. Advertising costs of approximately $580,000 were paid out of the marketing fund on behalf of the franchisees and were expensed when funds were received from franchisees. See Note 7.

Income Taxes

The provision for income taxes and deferred income taxes are determined using the asset and liability method. Deferred tax assets and liabilities are determined based on temporary differences between the financial carrying amounts and the tax basis of assets and liabilities using enacted tax rates in effect in the years in which the temporary differences are expected to reverse. On a periodic basis, the Company assesses the probability that its net deferred tax assets, if any, will be recovered. If after evaluating all of the positive and negative evidence, a conclusion is made that it is more likely than not that some portion or all of the net deferred tax assets will not be recovered, a valuation allowance is provided by a charge to tax expense to reserve the portion of the deferred tax assets which are not expected to be realized. Given previous recurring losses, the Company cannot conclude that it is more likely than not that such assets will be realized, therefore a full valuation allowance has been recorded during the six months ended March 31, 2019.

11

The Company reviews its filing positions for all open tax years in all U.S. federal and state jurisdictions where the Company is required to file.

When there are uncertainties related to potential income tax benefits, in order to qualify for recognition, the position the Company takes has to have at least a “more likely than not” chance of being sustained (based on the position’s technical merits) upon challenge by the respective authorities. The term “more likely than not” means a likelihood of more than 50 percent. Otherwise, the Company may not recognize any of the potential tax benefit associated with the position. The Company recognizes a benefit for a tax position that meets the “more likely than not” criterion at the largest amount of tax benefit that is greater than 50 percent likely of being realized upon its effective resolution. Unrecognized tax benefits involve management’s judgment regarding the likelihood of the benefit being sustained with the ultimate realization being dependent on generating sufficient taxable income in future years. The final resolution of uncertain tax positions could result in adjustments to recorded amounts and may affect our results of operations, financial position and cash flows.

The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company had no accrual for interest or penalties at March 31, 2019 and September 30, 2018, respectively, and has not recognized interest and/or penalties during the six months ended March 31, 2018, since there are no material unrecognized tax benefits. Management believes no material change to the amount of unrecognized tax benefits will occur within the next twelve months.

The tax years subject to examination by major tax jurisdictions include the years 2014 and forward by the U.S. Internal Revenue Service.

Net earnings (loss) per share

Basic earnings per share are computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share reflect the potential dilution that could occur if stock options or other contracts to issue common stock were exercised or converted during the period. Dilutive securities having an anti-dilutive effect on diluted earnings per share are excluded from the calculation. All securities outstanding as of March 31, 2019 are anti-dilutive.

Stock-based compensation

The Company accounts for employee stock awards for services based on the grant date fair value of the instrument issued, and those issued to non-employees are recorded based on the grant date fair value of the consideration received or the fair value of the equity instrument, whichever is more reliably measurable. Stock awards are expensed over the service period.

Recent accounting pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (“Topic 606”) and has since issued various amendments which provide additional clarification and implementation guidance on Topic 606. This guidance establishes principles for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. The Company adopted this new guidance effective the first day of fiscal 2018 using the modified retrospective transition method and applied Topic 606 to those contracts which were not completed as of October 1, 2018.

The Company recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of accumulated deficit at the beginning of fiscal 2018. In performing its analysis, the Company reflected the aggregate effect of all modifications when identifying the satisfied and unsatisfied performance obligations, determining the transaction price, and allocating the transaction price.  Comparative information from prior year periods has not been adjusted and continue to be reported under the accounting standards in effect for those periods under “Revenue Recognition” (“Topic 605”). Refer to Note 7 for further disclosure of the impact of the new guidance.

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In February 2016, the FASB issued ASU No. 2016-02, “Leases”, which requires lessees to recognize a right-to-use asset and a lease obligation for all leases. Lessees are permitted to make an accounting policy election to not recognize an asset and liability for leases with a term of twelve months or less. Additional qualitative and quantitative disclosures, including significant judgments made by management, will be required. The new standard will become effective for the Company beginning with the first quarter 2020 and requires a modified retrospective transition approach and includes a number of practical expedients. Early adoption of the standard is permitted. The Company is currently evaluating the impact the adoption of this accounting guidance will have on the consolidated financial statements.

In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (“ASU 2016-18”), which requires that entities show the changes in total cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. We adopted ASU 2016-18 on October 1, 2018, and such adoption did not have a material impact on our financial statements.

(2) Related Party Transactions

On December 29^th and 31^st, 2017, the Company entered into two separate line of credit agreements in the amount of $50,000 each with two members of the Company’s Board of Directors. These agreements were intended to provide liquidity in the event the Company needed access to such. The agreements are payable upon demand, have an initial term of 5 years and bear interest at market rates. As of March 31, 2019, no amounts were outstanding on these lines of credit.

(3) Notes and Other Receivables

At March 31, 2019 and September 30, 2018, respectively, the Company held certain notes receivable totaling approximately $12,000 and $15,000 respectively, net of allowances, for extended payment terms of franchise fees. The notes receivable are non-interest bearing with monthly payments, payable within one year. The Company analyzes the collectability of all receivables and reserves accordingly.

(4) Accrued Marketing Fund

Per the terms of the franchise agreements, the Company collects 2% of franchisee’s gross revenues for a marketing fund, managed by the Company, to allocate towards national branding of the Company’s concepts to benefit the franchisees.

All marketing fund fees net of expenses were accounted for as a liability on the balance sheet prior to adoption of FASB ASC 606 on October 1, 2018. Upon adoption of FASB 606 on October 1, 2018, the Company presents these revenues on a gross revenue basis on its statement of operations. Any unused funds at the end of the period are recorded as accrued marketing fees (see Note 7).

(5) Stock-Based Compensation

On December 29^th and 31^st, 2017, the Company granted 14,286 warrants to Directors and Officers of the Company. These warrants were issued in conjunction with the issuance of lines of credit from the two directors. The fair value of the warrants on the date of grant were $2,000 and the shares vested immediately. The Company expensed $2,000 in connection with the grant during the quarter ended December 31, 2017. No stock-based compensation was granted during the six months ended March 31, 2019.

On March 27, 2019, the Company issued 13,265 shares of common stock to the former President of the Company due to a rounding error in shares related to her terminated employment agreement. All equity compensation relating to this agreement was properly fully recognized during the year ended September 30, 2017.

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(6) Commitments and Contingencies

Lease Commitments

Rent expense was approximately $9,000 and $20,000, for the three and six months ended March 31, 2019, respectively, and approximately $5,000 and $9,000 for the three and six months ended March 31, 2018, respectively. There are no lease commitments with terms greater than one year.

Litigation

The Company is subject to litigation claims arising in the ordinary course of business. The Company believes that it has adequately accrued for legal matters in accordance with the requirements of GAAP. The Company records litigation accruals for legal matters which are both probable and estimable and for related legal costs as incurred. The Company does not reduce these liabilities for potential insurance or third-party recoveries.

On October 2, 2015, the Company filed suit in the state court in St. John’s County, Florida, Case No. CA 15-1076, against its former Chief Executive Officer Brian Pappas, Christine Pappas, its former Human Resources officer, and an independent company controlled by Mr. Pappas named Franventures, LLC (“Franventures”). The lawsuit seeks return of company emails and other electronic materials in the possession of the defendants, company control over the process by which the company’s documents are identified, and a court judgment that the property is the Company’s. Mr. and Mrs. Pappas have returned certain company documents that they have identified, but other issues remain. On December 11, 2017, Brian Pappas filed a counterclaim alleging the Company is required to indemnify him for a multitude of matters. The Company denies the allegation and is actively litigating this matter.

In a separate suit, filed on March 7, 2016 in the state court in St. John’s County, Florida (Case No. CA 16-236), Franventures, LLC (“FV”) alleged that it is due an unstated amount of money from the Company pursuant to a contract the Company had previously terminated. On June 23, 2016, the Company filed a counterclaim against Franventures, which also included a complaint against former Chairman of the Board and Chief Executive Officer Brian Pappas. The counterclaim seeks redress for losses and expenditures caused by alleged fraud, conversion of company assets, and breaches of fiduciary duty that the Company alleges that defendants perpetrated upon CLC, including assertions regarding actions by Brian Pappas that the Company alleges occurred while Mr. Pappas was serving as the Chief Executive Officer of CLC and as a member of its board of directors. This case is being actively litigated by the Company.

On October 27, 2016, Brian Pappas filed a motion to amend the complaint to add a claim alleging that the Company slandered him by virtue of a press release issued on or about August 1, 2016, in which the Company reported to shareholders on steps it had taken and improvements it had implemented. The motion has still not been ruled upon by the Court. If Mr. Pappas does amend his complaint, the Company will vigorously defend the proposed claim.

On February 24, 2017, franchisee, Team Kasa, LLC, along with its three owners, filed suit in the Eastern District of New York (Case No. 2:17-cv-01074) against former CEO Brian Pappas, and Franventures. The same Plaintiffs also initiated arbitration on the same issues (American Arbitration Association, Case No. 01-17-0001-1968), alleging the Company is jointly and severally liable for damages resulting from the allegations against Mr. Pappas and Franventures. The Company is contesting the allegations and its liability for any damages.

On November 8, 2017, franchisee, Indy Bricks, LLC, along with its two owners, Ben and Kate Schreiber initiated arbitration against the Company. (American Arbitration Association, Case No. 01-17-0006-8120). Plaintiffs allege breach of contract, fraud, material misrepresentations and omissions, violations of the Indiana Franchise Act, and violations of the Indiana Deceptive Franchise Practices Act. The Company is vigorously contesting the allegations and its liability for any damages.

Management of the Company believes no other such litigation matters involving a reasonably possible chance of loss will, individually or in the aggregate, result in a material adverse effect on the Company's financial condition, results of operations and cash flows.

(7) Revenue Recognition

The Company adopted the new revenue standard (Topic 606) on October 1, 2018. The Company applied the new revenue standard using the modified retrospective transition method. The adoption of the new guidance changed the timing of recognition of franchise sales and franchise renewal revenue and related commissions paid on franchise sales, as discussed below.

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Franchise sales is comprised of revenue from the sale or renewal of franchises. The Company previously recognized revenue at the time of sale. Under the new revenue standard, the franchise sale initial fees are considered to be a part of the license of symbolic intellectual property, which is now recognized over the contractual term of the franchise agreement, which is typically 10 years. Correspondingly, the commissions related to franchise sales are recorded as an asset (the current portion in “Commission expense” on the balance sheet, and long- term portion in “Commission expense - net of current portion”) on the balance sheet, and are recognized over the contractual term of the franchise agreement in “Commission Expense” on the statement of operations. Previously, such commissions were expensed as incurred.

The following tables summarize the impacts of the new revenue standard adoption on the Company’s financial statements:

Consolidated Balance Sheet

Impact of Changes in Accounting Policies
As of March 31, 2019
	As previously
	reported			Adjustments			As Adjusted
Prepaid Commission Expense		-			291,748			291,748
Prepaid Commission Expense - net of current portion		-			1,354,285			1,354,285
Deferred Revenue		-			1,096,450			1,096,450
Deferred Revenue - net of current portion		-			4,315,442			4,315,442
Accrued Marketing Fund		97,334			(62,578	)		34,756
Accumulated Deficit		(2,391,525	)		(4,433,675	)		(6,825,200	)

Consolidated Statement of Income

Impact of Changes in Accounting Policies
As of March 31, 2019
	As previously
	reported		Adjustments		As Adjusted
Franchise Fees		-		1,229,697		1,229,697
Advertising Fund Revenue		-		582,038		582,038
Commission Expense		-		441,773		441,773
Advertising Expense		-		582,038		582,038
Income before income taxes		-		787,924		787,924
Net Income		-		787,924		787,924

Consolidated Statement of Cash Flows

Impact of Changes in Accounting Policies
As of March 31, 2019
	As previously
	reported		Adjustments			As Adjusted
Net Income		-		787,924			787,924
Prepaid Commission expense		-		(1,646,033	)		(1,646,033	)
Deferred revenue		-		5,411,892			5,411,892

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Advertising Fund Revenue - Per the terms of the franchise agreements, the Company collects 2% of franchisee’s gross revenues for a marketing fund, managed by the Company, to allocate towards national branding of the Company’s concepts to benefit the franchisees. Upon adoption of FASB 606 on October 1, 2018, the Company began presenting these expended revenues on a gross revenue basis on its statement of operations as per FASB ASC 606-10-55-39.

Royalties - Royalties are calculated per franchise and are recognized on a flat fee schedule as per the Franchise Agreements. These fees are recognized as earned on a monthly basis as per FASB ASC 606-10-55-65.

Transaction Price Allocated to the Remaining Performance Obligations

The following table includes estimated revenue by year, excluding certain other immaterial items, expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period:

	March 31, 2020		March 31, 2021		March 31, 2022		March 31, 2023		March 31, 2024 and thereafter
Initial Franchise Fees	$	1,096,450	$	1,076,972	$	1,022,746	$	911,137	$	1,304,588

(8) Sale of Condominium

On November 14, 2018, the Company completed the sale of its condominium held for sale for proceeds of approximately $86,000 and recorded a gain of approximately $43,000, which represented the excess of the proceeds over the carrying value on that date.

(9) Subsequent Events

On June 24, 2019, the Company entered into a business venture with BPL Enterprises for Brickz4Schoolz (BPL) to form Bricks4Schoolz, LLC, a company that will deliver curriculum to Elementary and Middle School students which serves to help further children’s academic performance and reduce anxiety in Mathematics and Sciences. The Company will provide access to its curriculum, manuals and training materials. BPL will develop digital delivery systems, market and act as manager. The Company will receive twelve percent (12%) royalty from all gross sales generated by Bricks4Schoolz, LLC. The Company did not provide any capital contributions to the venture.

On July 9, 2019 the Company completed the sale of a condominium conference space listed for sale for proceeds of $60,000 and recorded a gain of approximately $22,000 which represented the excess of the proceeds over the carrying value on that date.

Effective, September 30, 2019, Blake Furlow resigned as Chief Executive Officer of the Company. Mr. Furlow will remain a Director of the Company. Mr. Furlow will receive severance of $30,000 pursuant to the terms of a Severance. In connection with the obligations of his former employment agreement, the Company issued an aggregate of 573,176 shares of Common Stock to Mr. Furlow.

 Effective September 30, 2019, Bart Mitchell, the Company’s Chief Financial Officer, was appointed Chief Executive Officer of the Company. In connection with this appointment, Mr. Mitchell entered into an Employment Agreement with the Company as of October 1, 2019 for the term of one year. In addition to cash compensation, he will receive stock grants valued at lesser of $15,000 or 200,000 Shares of Common Stock on the last day of the completed year of employment. Mr. Mitchell will continue to serve as a member of the Board of Directors of the Company, but will no longer serve as the Company’s Chief Financial Officer.

On November 14, 2019, in connection with their service on the Board of Directors for fiscal years 2017, 2018 and 2019, the Company issued (i) 99,362, (ii) 272,472,(iii) 112,739 and (iv) 272,472 shares of Common Stock to Blake Furlow, Gary Herman, Bart Mitchell and JoyAnn Kenny-Charlton, respectively as well as a total of $85,041 for directors fees.

Effective October 1, 2019, Robert Boyd was appointed Chief Accounting Officer of the Company. Mr. Boyd and the Company entered into a one-year employment agreement.

On October 30, 2019 the Company completed the sale of a condominium conference space listed for sale for proceeds of approximately $99,000.

On December 6, 2019, the Company initiated arbitration against two franchise owners, Christopher Rego and John Simento. (American Arbitration Association, International Centre for Dispute Resolution, Case No. 01-19-0004-4019) The Company is seeking actual, statutory and punitive damages, as well as injunctive relief, violation of the two owners’ franchise agreement, failure to pay royalties, unauthorized use of trademarks and operation of competing business. This case is being actively litigated by the Company.

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

Overview

Creative Learning Corporation, operating under the trade names of Bricks 4 Kidz® and Sew Fun Studios®, offers educational and enrichment programs to children ages 3 to 13+ through its franchisees. The Company’s business model is to sell franchise territories and collect a one-time franchise fee and subsequent monthly royalty fees from each territory. Through the Company’s franchise business model, which includes a proprietary curriculum and marketing strategy plus a proprietary franchise management tool, the Company provides a wide variety of programs designed to enhance students’ problem solving and critical thinking skills. At March 31, 2019, the Company had 391 Bricks 4 Kidz® and Sew Fun Studios® franchise territories, 28 Bricks 4 Kidz® master franchises, and 159  Bricks 4 Kidz® sub-franchises operating in 38 countries.

Three Months Ending March 31, 2019 Highlights

The Company experienced an increase in new franchise sales revenue due primarily to the Company recognizing revenue on prior year initial franchise fees during the quarter as a result of adopting FASB ASC 606 in the prior quarter.

Royalty fees revenue decreased approximately $80,000 during the three months ended March 31, 2019 as compared to the three months ended March 31, 2018 due to off-boarding several inactive franchisees during the three months ended March 31, 2018 which lead to fewer franchisees at March 31, 2019 as compared to March 31, 2018.

In addition, advertising fund revenue increased approximately $37,000 during the three months ended March 31, 2019 as compared to the three months ended March 31, 2018 due to the application of FASB ASC 606 during the three months ended December 30, 2018 which requires advertising fund revenues and expenses to be recorded on the gross method basis on the statement of operations. Prior to FASB ASC 606, these revenues and expenses were recorded as part of the marketing liability account on the balance sheet.

Operating Expenses increased to approximately $705,000 in the quarter ended March 31, 2019 from approximately $569,000 in the quarter ended March 31 2018, or $136,000, primarily due to the increase in franchise commissions as a result of applying the modified retrospective approach of adopting FASB ASC 606 during the previous quarter in 2019 for the amortization of previously expensed commissions related to franchise sales. This increase was partially offset by a decrease in bad debt expense due to a large amount of off-boarding that occurred in Q2 2018 which created an increase in the bad debt for uncollected royalty fees.

The Company’s net income for the quarter ended March 31, 2019 was $310,145 as compared to net income of $38,736 in the quarter ended March 31, 2018.

Six Months Ending March 31, 2019 Highlights

The Company experienced an increase in new franchise sales revenue due primarily to the Company recognizing revenue on prior year initial franchise fees during the six months ended March 31, 2019 as a result of adopting FASB ASC 606 during the first quarter.

Royalty fees revenue decreased approximately $71,000 during the six months ended March 31, 2019 as compared to the six months ended March 31, 2018 due to off-boarding several inactive franchisees during the six months ended March 31, 2018 which lead to fewer franchisees at March 31, 2019 as compared to March 31, 2018.

In addition, advertising fund revenue increased approximately $582,000 and advertising fund expense increased approximately $585,000 during the six months ended March 31, 2019 as compared to the six months ended March 31, 2018 due to the application of FASB ASC 606 as of October 1, 2018 which requires advertising fund revenues and expenses to be recorded on a gross method basis on the statement of operations. Prior to FASB ASC 606, these revenues and expenses were recorded as part of the marketing liability account on the balance sheet.

Operating Expenses increased to approximately $1,900,000 in the six months ended March 31, 2019 from approximately $1,300,000 in the six months ended March 31, 2018, or $600,000, primarily due to the increase in franchise commissions and advertising expense as a result of applying the modified retrospective approach of adopting FASB ASC 606 effective October 1, 2018 for the amortization of previously expensed commissions related to franchise sales and advertising for franchises. This increase was partially offset by a decrease in bad debt expense due to a large amount of off-boarding occurring in Q2 2018 which created an increase in the bad debt for uncollected royalty fees. The increase was also offset by a decrease in professional fees and legal settlements due to less legal activity and a more streamlined approach to handling legal issues in the current year.

The Company’s net income for the six months ended March 31, 2019 was $1,008,685 as compared to a loss of $66,918 for the six months ended March 31, 2018.

Liquidity and Capital Resources

The Company’s primary source of liquidity is cash generated through operations. For the reporting period, the Company temporarily suspended domestic franchise offers and sales of Bricks 4 Kidz® and Sew Fun Studios® franchises in compliance with FTC Franchise Rule, Section 436.7(a) due to delay in completion of the Company’s fiscal year 2018 consolidated audited financial statements. In turn, this delayed completion of the Company’s 2018 and 2019 FDDs for the Bricks 4 Kidz® and Sew Fun Studios® franchise offerings

The Company is dependent upon both franchise sales and royalty fees to continue current business operations and liquidity.

The Company’s cash, cash equivalents and restricted cash balance at March 31, 2019 was $136,328 as compared to a balance of $103,198 at September 30, 2018. The Company had a working capital deficit of $418,416 at March 31, 2019 as compared to working capital of $110,041 at September 30, 2018. The decrease in working capital during the period is primarily due to the application of FASB ASC 606 at October 1, 2018 which significantly increased the Company’s short term deferred revenue.

Cash funds are used for ongoing operating expenses, the purchase of equipment, property improvement, and software development. During the six months ended March 31, 2019 and 2018, the Company purchased property and equipment totaling approximately $123,000 and $73,000.

On November 14, 2018, the Company completed the sale of its condominium held for sale for proceeds of approximately $86,000 and recorded a gain of approximately $43,000, which represented the excess of the proceeds over the carrying value on that date.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable to us as a smaller reporting company.

Item 4. Controls and Procedures

As of the end of the period covered by this report (the “Evaluation Date”), we carried out an evaluation regarding the three months ended March 31, 2019, under the supervision and with the participation of our management, including our Chief Operating Officer and Chief Financial Officer of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based upon this evaluation, our management concluded that, as of the Evaluation Date, our disclosure controls and procedures were not effective to provide reasonable assurance that information required to be disclosed in the reports that are filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms and that our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management including our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that the Company’s disclosure controls and procedures will detect or uncover every situation involving the failure of persons within the Company to disclose material information otherwise required to be set forth in the Company’s periodic reports.

The Company’s management is also responsible for establishing and maintaining adequate internal control over financial reporting 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. As of the Evaluation Date, no changes in the Company’s internal control over financial reporting occurred that have materially affected or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II

Item 1. Legal Proceedings

There is no new litigation or changes to matters currently outstanding as of the 10-K filed with the SEC for the year ended September 30, 2018.

Item 1A. Risk Factors

For information regarding factors that could affect the Company's results of operations, financial condition and liquidity, see the risk factors discussed under Part II, Item 1A of CLC's most recent annual report on Form 10-K.

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

None

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None

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Item 6. Exhibits

Exhibits

Exhibit No.	Exhibit
10.1	Form of Confirmation Letter from certain Directors and Officers (Incorporated by reference to Exhibits of the Company’s Form 10-K for the year ended September 30, 2018).
31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.
31.2	Certification of Principal Accounting Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Act of 1934, as amended.
32.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Principal Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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

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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
Dated: December 6, 2019	By:	/s/ Robert Boyd
		Robert Boyd
		Chief Accounting Officer (Principal Financial Officer)

	CREATIVE LEARNING CORPORATION
Dated: December 6, 2019	By:	/s/ Bart J. Mitchell
		Bart J. Mitchell,
		Chief Executive Officer, Board Member (Principal Executive Officer)

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EXHIBIT INDEX

Exhibit No.	Exhibit
10.1	Form of Confirmation Letter from certain Directors and Officers (Incorporated by reference to Exhibits of the Company’s Form 10-K for the year ended September 30, 2018).
31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.
31.2	Certification of Principal Accounting Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Act of 1934, as amended.
32.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Principal Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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

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EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

I, Robert Boyd, 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, not 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 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 caused 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 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.

December 6, 2019	By:	/s/ Robert Boyd
		Robert Boyd
		Chief Accounting Officer (Principal Financial Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATIONS

I, Bart Mitchell, 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, not 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 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 caused 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 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.

December 6, 2019	By:	/s/ Bart J. Mitchell
		Bart J Mitchell,
		Chief Executive Officer, Board Member (Principal Executive Officer)

EX-32.1

EXHIBIT 32.1

In connection with the Quarterly Report of Creative Learning Corporation (the “Company”) on Form 10-Q for the period ending March 31, 2019 as filed with the Securities and Exchange Commission (the “Report”), Robert Boyd, the Chief Accounting 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 operation of the Company.

December 6, 2019	By:	/s/ Robert Boyd
		Robert Boyd
		Chief Accounting Officer (Principal Financial Officer)

EX-32.2

EXHIBIT 32.2

In connection March 31, 2019 as filed with the Securities and Exchange Commission (the “Report”), Bart J. Mitchell, the Chief Executive 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 her 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 operation of the Company.

December 6, 2019	By:	/s/ Bart J. Mitchell
		Bart J Mitchell,
		Chief Executive Officer, Board Member (Principal Executive Officer)

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Nature of Organization and Summary of Significant Accounting Policies (Details 3)	6 Months Ended
	Mar. 31, 2019 USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accrued marketing fund for advertising fund revenue at beginning	$ 97,334
New billings	517,013
Revenue recognized	(579,591)
Accrued marketing fund for advertising fund revenue at beginning	$ 34,756

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Accrued Marketing Fund (Details Narrative)	Mar. 31, 2019
BFK Franchise Co., LLC ("BFK") [Member] | Franchise Agreements [Member]
Percentage of gross revenues collected for marketing fund	2.00%

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Revenue Recognition (Tables)

6 Months Ended

Mar. 31, 2019

Notes to Financial Statements

Summary of the impacts of the new revenue standard adoption

The following tables summarize the impacts of the new revenue standard adoption on the Company’s financial statements:

Consolidated Balance Sheet

Impact of Changes in Accounting Policies
As of March 31, 2019
	As previously
	reported			Adjustments			As Adjusted
Prepaid Commission Expense		-			291,748			291,748
Prepaid Commission Expense - net of current portion		-			1,354,285			1,354,285
Deferred Revenue		-			1,096,450			1,096,450
Deferred Revenue - net of current portion		-			4,315,442			4,315,442
Accrued Marketing Fund		97,334			(62,578	)		34,756
Accumulated Deficit		(2,391,525	)		(4,433,675	)		(6,825,200	)

Consolidated Statement of Income

Impact of Changes in Accounting Policies
As of March 31, 2019
	As previously
	reported		Adjustments		As Adjusted
Franchise Fees		-		1,229,697		1,229,697
Advertising Fund Revenue		-		582,038		582,038
Commission Expense		-		441,773		441,773
Advertising Expense		-		582,038		582,038
Income before income taxes		-		787,924		787,924
Net Income		-		787,924		787,924

Consolidated Statement of Cash Flows

Impact of Changes in Accounting Policies
As of March 31, 2019
	As previously
	reported		Adjustments			As Adjusted
Net Income		-		787,924			787,924
Prepaid Commission expense		-		(1,646,033	)		(1,646,033	)
Deferred revenue		-		5,411,892			5,411,892

Summary of future expenses related to performance obligations

The following table includes estimated revenue by year, excluding certain other immaterial items, expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period:

	March 31, 2020		March 31, 2021		March 31, 2022		March 31, 2023		March 31, 2024 and thereafter
Initial Franchise Fees	$	1,096,450	$	1,076,972	$	1,022,746	$	911,137	$	1,304,588

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Accrued Marketing Fund

6 Months Ended

Mar. 31, 2019

Accrued Liabilities and Other Liabilities [Abstract]

Accrued Marketing Fund

(4) Accrued Marketing Fund

Per the terms of the franchise agreements, the Company collects 2% of franchisee’s gross revenues for a marketing fund, managed by the Company, to allocate towards national branding of the Company’s concepts to benefit the franchisees.

All marketing fund fees net of expenses were accounted for as a liability on the balance sheet prior to adoption of FASB ASC 606 on October 1, 2018. Upon adoption of FASB 606 on October 1, 2018, the Company presents these revenues on a gross revenue basis on its statement of operations. Any unused funds at the end of the period are recorded as accrued marketing fees (see Note 7).

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Sale of Condominium

6 Months Ended

Mar. 31, 2019

Notes to Financial Statements

Sale of Condominium

(8) Sale of Condominium

On November 14, 2018, the Company completed the sale of its condominium held for sale for proceeds of approximately $86,000 and recorded a gain of approximately $43,000, which represented the excess of the proceeds over the carrying value on that date.

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Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Cash flows from operating activities:
Net Income/(Loss)	$ 1,008,685	$ (66,918)
Retained earnings adjustment for 606	(4,433,675)
Adjustments to reconcile net loss to net cash provided by/(used in) operating activities:
Depreciation	55,172	24,733
Gain on sale of assets held for sale	(42,775)
Bad debt expense	5,159	202,388
Stock based compensation		2,000
Changes in operating assets and liabilities:
Accounts receivable	(175,478)	(267,479)
Prepaid expenses	27,508	40,885
Prepaid commission expense	(1,646,033)
Deposits		13,628
Accounts payable	(81,105)	38,222
Accrued liabilities	146	(46,477)
Deferred Revenue	5,411,892
Accrued marketing fund	(62,578)	(31,913)
Net cash provided by (used in) operating activities	66,918	(90,931)
Cash flows from investing activities:
Acquisition of property and equipment	(122,575)	(72,870)
Sale of assets held for sale	85,787
(Issuance)/Collection of Notes receivable	3,000	(8,640)
Net cash provided by (used in) investing activities	(33,788)	(81,510)
Cash flows from financing activities:
Net cash provided by financing activities
Net change in cash, cash equivalents and restricted cash	33,130	(172,441)
Cash, cash equivalents and restricted cash at beginning of period	103,198	332,287
Cash, cash equivalents and restricted cash at end of period	136,328	159,846
Noncash financing activity:
Financed Insurance	3,728
Shares issued for rounding error	$ 2

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Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2019	Sep. 30, 2018
Current Assets:
Cash	$ 110,105	$ 80,693
Restricted Cash (marketing fund)	26,223	22,505
Accounts receivable, less allowance for doubtful accounts of approximately $852,000 and $938,000, respectively	365,154	194,835
Prepaid commission expense	291,748
Prepaid expense	5,945	29,725
Assets held for sale		43,178
Notes receivables - current portion, less allowance for doubtful accounts of approximately $91,000 and $91,000, respectively	12,000	11,955
Total Current Assets	811,175	382,891
Prepaid commission expense - net of current portion	1,354,285
Notes receivables - net of current portion		3,045
Property and equipment, net of accumulated depreciation of approximately $338,000 and $273,000, respectively	425,499	357,930
Deposits	1,425	1,425
Total Assets	2,592,384	745,291
Current Liabilities:
Accounts payable	83,634	161,011
Deferred revenue	1,096,450
Accrued liabilities	14,751	14,605
Accrued marketing fund	34,756	97,334
Total Current Liabilities	1,229,591	272,950
Deferred revenue - net of current portion	4,315,442
Total Liabilities	5,545,033	272,950
Commitments and Contingencies (Note 6)
Stockholders' Equity (Deficit)
Preferred stock, $.0001 par value; 10,000,000 shares authorized; -0- shares issued and outstanding
Common stock, $.0001 par value; 50,000,000 shares authorized 12,089,140 shares issued and 12,024,040 shares outstanding as of March 31, 2019, 12,075,875 shares issued and 12,010,775 shares outstanding as of September 30, 2018	1,209	1,207
Additional paid-in capital	2,897,283	2,897,285
Treasury Stock, 65,100 shares, at cost	(34,626)	(34,626)
Accumulated Deficit	(5,816,515)	(2,391,525)
Total Stockholders' Equity (Deficit)	(2,952,649)	472,341
Total Liabilities and Stockholders' Equity (Deficit)	$ 2,592,384	$ 745,291

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Revenue Recognition (Details Narrative)	6 Months Ended
	Mar. 31, 2019
Revenue Recognition [Abstract]
Franchise term	10 years
Percentage of franchisee’s gross revenues for marketing fund	2.00%

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Stock-Based Compensation

6 Months Ended

Mar. 31, 2019

Share-based Payment Arrangement [Abstract]

Stock-Based Compensation

(5) Stock-Based Compensation

On December 29^th and 31^st, 2017, the Company granted 14,286 warrants to Directors and Officers of the Company. These warrants were issued in conjunction with the issuance of lines of credit from the two directors. The fair value of the warrants on the date of grant were $2,000 and the shares vested immediately. The Company expensed $2,000 in connection with the grant during the quarter ended December 31, 2017. No stock-based compensation was granted during the six months ended March 31, 2019.

On March 27, 2019, the Company issued 13,265 shares of common stock to the former President of the Company due to a rounding error in shares related to her terminated employment agreement. All equity compensation relating to this agreement was properly fully recognized during the year ended September 30, 2017.

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Subsequent Events

6 Months Ended

Mar. 31, 2019

Subsequent Events [Abstract]

Subsequent Events

(9) Subsequent Events

On June 24, 2019, the Company entered into a business venture with BPL Enterprises for Brickz4Schoolz (BPL) to form Bricks4Schoolz, LLC, a company that will deliver curriculum to Elementary and Middle School students which serves to help further children’s academic performance and reduce anxiety in Mathematics and Sciences. The Company will provide access to its curriculum, manuals and training materials. BPL will develop digital delivery systems, market and act as manager. The Company will receive twelve percent (12%) royalty from all gross sales generated by Bricks4Schoolz, LLC. The Company did not provide any capital contributions to the venture.

On July 9, 2019 the Company completed the sale of a condominium conference space listed for sale for proceeds of $60,000 and recorded a gain of approximately $22,000 which represented the excess of the proceeds over the carrying value on that date.

Effective, September 30, 2019, Blake Furlow resigned as Chief Executive Officer of the Company. Mr. Furlow will remain a Director of the Company. Mr. Furlow will receive severance of $30,000 pursuant to the terms of a Severance. In connection with the obligations of his former employment agreement, the Company issued an aggregate of 573,176 shares of Common Stock to Mr. Furlow.

 Effective September 30, 2019, Bart Mitchell, the Company’s Chief Financial Officer, was appointed Chief Executive Officer of the Company. In connection with this appointment, Mr. Mitchell entered into an Employment Agreement with the Company as of October 1, 2019 for the term of one year. In addition to cash compensation, he will receive stock grants valued at lesser of $15,000 or 200,000 Shares of Common Stock on the last day of the completed year of employment. Mr. Mitchell will continue to serve as a member of the Board of Directors of the Company, but will no longer serve as the Company’s Chief Financial Officer.

On November 14, 2019, in connection with their service on the Board of Directors for fiscal years 2017, 2018 and 2019, the Company issued (i) 99,362, (ii) 272,472,(iii) 112,739 and (iv) 272,472 shares of Common Stock to Blake Furlow, Gary Herman, Bart Mitchell and JoyAnn Kenny-Charlton, respectively as well as a total of $85,041 for directors fees.

Effective October 1, 2019, Robert Boyd was appointed Chief Accounting Officer of the Company. Mr. Boyd and the Company entered into a one-year employment agreement.

On October 30, 2019 the Company completed the sale of a condominium conference space listed for sale for proceeds of approximately $99,000.

On December 6, 2019, the Company initiated arbitration against two franchise owners, Christopher Rego and John Simento. (American Arbitration Association, International Centre for Dispute Resolution, Case No. 01-19-0004-4019) The Company is seeking actual, statutory and punitive damages, as well as injunctive relief, violation of the two owners’ franchise agreement, failure to pay royalties, unauthorized use of trademarks and operation of competing business. This case is being actively litigated by the Company.

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Nature of Organization and Summary of Significant Accounting Policies (Details)	6 Months Ended
	Mar. 31, 2019
Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and Equipment	5 years
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and Equipment	5 years
Property Improvements [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Property and Equipment	15 years
Property Improvements [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Property and Equipment	40 years
Software [Member]
Property, Plant and Equipment [Line Items]
Property and Equipment	3 years

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Nature of Organization and Summary of Significant Accounting Policies

6 Months Ended

Mar. 31, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature of Organization and Summary of Significant Accounting Policies

(1) Nature of Organization, Operations and Summary of Significant Accounting Policies:

Nature of Organization

Creative Learning Corporation (the “Company”) operates wholly owned subsidiaries, BFK Franchise Co., LLC (“BFK”) and SF Franchise Company, LLC (“SF”), under the trade names Bricks 4 Kidz® and Sew Fun Studios™ respectively, that offer children's enrichment and education franchises. As of March 31, 2019, BFK franchisees operated in 391 territories in 38 countries.

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information, with the instructions to Form 10-Q and with Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required for complete financial statements. In the opinion of management, these consolidated financial statements contain all normal recurring adjustments considered necessary for a fair presentation of the Company’s results for the interim periods that have been included. The results for the three and six months ended March 31, 2019 are not necessarily indicative of the results to be expected for the full year. These statements should be read in conjunction with the Company’s audited consolidated financial statements and management’s discussion and analysis included in the Company’s annual report on Form 10-K for the year ended September 30, 2018.

Related Parties

The Company has been involved in transactions with related parties. A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.

Use of Estimates

The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. The more significant estimates and assumptions made by management include allowance for doubtful accounts, the valuation allowance for deferred tax assets, depreciation of property and equipment, amortization of intangible assets, recoverability of long-lived assets and fair market value of equity instruments. Actual results could differ from those estimates as the current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions.

Restricted Cash

The Company had restricted cash of approximately $26,000 and $23,000 at March 31, 2019 and September 30, 2018, respectively, associated with marketing funds collected from the franchisees. Per the franchise agreements a marketing fund of 2% of franchisees gross cash receipts is collected and held to be spent on the promotion of the brand. Any cash collected by the Company for marketing funds is held in a separate bank account and any balance at period end is presented as “restricted cash” and “accrued marketing fund” on the balance sheet. See Note 4 for additional information.

Accounts and Note Receivables

The Company reviews accounts and notes receivable periodically for collectability, establishes an allowance for doubtful accounts, and records bad debt expense when deemed necessary. The Company records an allowance for doubtful accounts and notes that is based on historical trends, customer knowledge, any known disputes, and the aging of the accounts receivable balances combined with management’s estimate of future potential recoverability. Receivables and notes are written off against the allowance after all attempts to collect a receivable have failed. The Company believes its allowance for doubtful accounts at March 31, 2019 and September 30, 2018 are adequate, but actual write-offs could exceed the recorded allowance.

Property, Equipment and Depreciation

Property and equipment are stated at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets, which range from three to forty years. Expenditures for additions and improvements are capitalized, while repairs and maintenance costs are expensed as incurred. The cost and related accumulated depreciation of property and equipment sold or otherwise disposed of are removed from the accounts and any gain or loss is recorded in the year of disposal.

Fixed Assets	Useful Life
Equipment	5 years
Furniture and Fixtures	5 years
Property Improvements	15-40 years
Software	3  years

Long-Lived Assets

The Company’s long-lived assets consist of property and equipment, and intangible assets. The Company tests for impairment losses on long-lived assets used in operations whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.  Recoverability of an asset to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value.  Impairment evaluations involve management’s estimates of asset useful lives and future cash flows.  Actual useful lives and cash flows could be different from those estimated by management which could have a material effect on our reporting results and financial positions.  Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary.

Fair Value of Financial Instruments

The carrying amounts of cash, accounts receivable, and accounts payable approximate fair value because of the relative short-term maturity of these items and current payment expected. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment, and therefore cannot be determined with precision. Changes in assumptions could significantly affect these estimates. The Company does not hold or issue financial instruments for trading purposes, nor does it utilize derivative instruments. Notes receivable are recorded at par value less allowance for doubtful accounts. The carrying amount is consistent with fair value based upon similar notes issued to other franchisees.

ASC 825, Financial Instruments, clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. It also requires disclosure about how fair value is determined for assets and liabilities and establishes a hierarchy for which these assets and liabilities must be grouped, based on significant levels of inputs as follows:

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.

The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs.  The Company had no financial assets or liabilities carried and measured on a recurring basis during the reporting periods. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared

Revenue Recognition

Revenue is recognized when a company satisfies a performance obligation by transferring a promised good or service to a customer. The Company generates all its revenue from contracts with customers. The Company’s franchise agreements provide for a ten year term and include performance obligations as follows: protected territory designation, access to proprietary manuals and handbooks, initial training and on-going assistance, consulting, promotion of goodwill, administration of marketing fund, marketing and promotion items, initial advertising program development assistance, company website access, Franchise Management Tool access, lessons and model plans, project kits, Duplo bricks, frames stop motion animation software, and use of the franchisor’s intellectual property (IP) (e.g., trade name – Bricks for Kidz). Additionally, the contract permits the franchisee to renew the contract for an additional ten-year term for a fee. The following is a description of principal activities from which the Company generates its revenue.

Initial Franchise Fee - Since the Company’s franchises are primarily a mobile concept and do not require finding locations or construction, the franchisees can begin operations as soon as they complete training. The franchise fees are fully collectible and nonrefundable as of the date of the signing of the franchise agreement. The initial franchise fee is recognized as deferred revenue on a straight line basis over the ten-year period as the performance obligations are met over the contract term. The Company adopted the new revenue standard (Topic 606) on October 1, 2018 for contracts with remaining performance obligations as of October 1, 2018. Comparative information from prior year periods has not been adjusted and continue to be reported under the accounting standards in effect for those periods under Topic 605. The adoption of the new guidance changed the timing of recognition of franchise sales and franchise renewal revenue and related commissions paid on franchise sales, as discussed further in Note 7.

The activity in the Company’s deferred revenue for initial franchise fee is included in “Deferred revenue” and “Deferred revenue, net of current portion” on the Condensed Consolidated Balance Sheets, and consists of the following:

	Balance at beginning of period	New billings (a)		Revenue recognized (b)			Balance at end of period
As of March 31, 2019	-	$	6,641,589	$	(1,229,697	)	$	5,411,892

(a) New billings not related to ASC 606 implementation was $15,368 and $130,468 for the three and six month periods ended March 31, 2019, respectively.

(b) Revenue recognized not related to ASC 606 implementation for new billings was $576 and $6,189 for the three and six month periods ended March 31, 2019, respectively.

Commissions paid on initial franchise sales are recognized as an asset and amortized over the contract life of the franchise agreement. The activity in the Company’s capitalized contract costs for commissions consist of the following:

	Balance at beginning of period	Additions to  Contract cost for new activity (a)		Expense recognized (b)			Balance at end of period
As of March 31, 2019	-	$	2,087,806	$	(441,773	)	$	1,646,033

(a) Additions to contract cost for new activity not related to ASC 606 implementation was $1,378 and $11,737 for the three and six month periods ended March 31, 2019, respectively.

(b) Expense recognized not related to ASC 606 implementation for new activity was $23 and $535 for the three and six month periods ended March 31, 2019, respectively.

Advertising Fund Revenue - Per the terms of the franchise agreements, the Company collects 2% of franchisee’s monthly gross revenues each month, due on the third day of the following month, for a marketing fund, managed by the Company, to allocate towards national branding of the Company’s concepts to benefit the franchisees. This revenue is recognized on a monthly basis. Upon adoption of FASB 606 on October 1, 2018, the Company began presenting these revenues on a gross revenue basis on its statement of operations as per FASB ASC 606-10-55-39.

The activity in the Company’s accrued marketing fund for advertising fund revenue accounts consists of the following:

	Balance at beginning of period		New billings (a)		Expense recognized (b)			Balance at end of period
As of March 31, 2019	$	97,334	$	517,013	$	(579,591	)	$	34,756

(a) New billings recognized related to the beginning balance was $514 and $4,702 for the three and six month periods ended March 31, 2019 not related to ASC 606 implementation.

(b) Expense recognized related to the beginning balance was $36,835 and $67,279 for the three and six month periods ended March 31, 2019 not related to ASC 606 implementation.

Royalties - Royalties are calculated per franchise, based on a flat fee structure and are recognized as earned on a monthly basis.

Merchandise Revenue – Merchandise revenue is made up of Lego kits and fees for the use of Company email.

Advertising Costs

Advertising costs for the operating company are expensed as incurred. The Company incurred advertising costs for the three and six months ended March 31, 2019 of approximately $1,000 and $9,000, respectively, and for the three and six months ended March 31, 2018 of approximately $3,000 and $5,000, respectively. Advertising costs of approximately $580,000 were paid out of the marketing fund on behalf of the franchisees and were expensed when funds were received from franchisees. See Note 7.

Income Taxes

The provision for income taxes and deferred income taxes are determined using the asset and liability method. Deferred tax assets and liabilities are determined based on temporary differences between the financial carrying amounts and the tax basis of assets and liabilities using enacted tax rates in effect in the years in which the temporary differences are expected to reverse. On a periodic basis, the Company assesses the probability that its net deferred tax assets, if any, will be recovered. If after evaluating all of the positive and negative evidence, a conclusion is made that it is more likely than not that some portion or all of the net deferred tax assets will not be recovered, a valuation allowance is provided by a charge to tax expense to reserve the portion of the deferred tax assets which are not expected to be realized. Given previous recurring losses, the Company cannot conclude that it is more likely than not that such assets will be realized, therefore a full valuation allowance has been recorded during the six months ended March 31, 2019.

The Company reviews its filing positions for all open tax years in all U.S. federal and state jurisdictions where the Company is required to file.

When there are uncertainties related to potential income tax benefits, in order to qualify for recognition, the position the Company takes has to have at least a “more likely than not” chance of being sustained (based on the position’s technical merits) upon challenge by the respective authorities. The term “more likely than not” means a likelihood of more than 50 percent. Otherwise, the Company may not recognize any of the potential tax benefit associated with the position. The Company recognizes a benefit for a tax position that meets the “more likely than not” criterion at the largest amount of tax benefit that is greater than 50 percent likely of being realized upon its effective resolution. Unrecognized tax benefits involve management’s judgment regarding the likelihood of the benefit being sustained with the ultimate realization being dependent on generating sufficient taxable income in future years. The final resolution of uncertain tax positions could result in adjustments to recorded amounts and may affect our results of operations, financial position and cash flows.

The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company had no accrual for interest or penalties at March 31, 2019 and September 30, 2018, respectively, and has not recognized interest and/or penalties during the six months ended March 31, 2018, since there are no material unrecognized tax benefits. Management believes no material change to the amount of unrecognized tax benefits will occur within the next twelve months.

The tax years subject to examination by major tax jurisdictions include the years 2014 and forward by the U.S. Internal Revenue Service.

Net earnings (loss) per share

Basic earnings per share are computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share reflect the potential dilution that could occur if stock options or other contracts to issue common stock were exercised or converted during the period. Dilutive securities having an anti-dilutive effect on diluted earnings per share are excluded from the calculation. All securities outstanding as of March 31, 2019 are anti-dilutive.

Stock-based compensation

The Company accounts for employee stock awards for services based on the grant date fair value of the instrument issued, and those issued to non-employees are recorded based on the grant date fair value of the consideration received or the fair value of the equity instrument, whichever is more reliably measurable. Stock awards are expensed over the service period.

Recent accounting pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (“Topic 606”) and has since issued various amendments which provide additional clarification and implementation guidance on Topic 606. This guidance establishes principles for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. The Company adopted this new guidance effective the first day of fiscal 2018 using the modified retrospective transition method and applied Topic 606 to those contracts which were not completed as of October 1, 2018.

The Company recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of accumulated deficit at the beginning of fiscal 2018. In performing its analysis, the Company reflected the aggregate effect of all modifications when identifying the satisfied and unsatisfied performance obligations, determining the transaction price, and allocating the transaction price.  Comparative information from prior year periods has not been adjusted and continue to be reported under the accounting standards in effect for those periods under “Revenue Recognition” (“Topic 605”). Refer to Note 7 for further disclosure of the impact of the new guidance.

In February 2016, the FASB issued ASU No. 2016-02, “Leases”, which requires lessees to recognize a right-to-use asset and a lease obligation for all leases. Lessees are permitted to make an accounting policy election to not recognize an asset and liability for leases with a term of twelve months or less. Additional qualitative and quantitative disclosures, including significant judgments made by management, will be required. The new standard will become effective for the Company beginning with the first quarter 2020 and requires a modified retrospective transition approach and includes a number of practical expedients. Early adoption of the standard is permitted. The Company is currently evaluating the impact the adoption of this accounting guidance will have on the consolidated financial statements.

In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (“ASU 2016-18”), which requires that entities show the changes in total cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. We adopted ASU 2016-18 on October 1, 2018, and such adoption did not have a material impact on our financial statements.

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Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($)	Mar. 31, 2019	Sep. 30, 2018
Consolidated Balance Sheets
Allowance for doubtful accounts receivable	$ 852,000	$ 938,000
Allowance for doubtful notes receivable	91,000	91,000
Accumulated depreciation	$ 338,000	$ 273,000
Preferred stock, par value (in dollars per share)	$ .0001	$ .0001
Preferred stock, authorized	10,000,000	10,000,000
Preferred stock, issued	0	0
Preferred stock, outstanding	0	0
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, authorized	50,000,000	50,000,000
Common stock, issued	12,089,140	12,075,875
Common stock, outstanding	12,024,040	12,010,775
Treasury stock, shares	65,100	65,100

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Revenue Recognition (Details 3)	6 Months Ended
	Mar. 31, 2019 USD ($)
Revenue Recognition [Abstract]
Initial Franchise Fees for March 31, 2020	$ 1,096,450
Initial Franchise Fees for March 31, 2021	1,076,972
Initial Franchise Fees for March 31, 2022	1,022,746
Initial Franchise Fees for March 31, 2023	911,137
Initial Franchise Fees for March 31, 2024 and thereafter	$ 1,304,588

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Nature of Organization and Summary of Significant Accounting Policies (Details Narrative)	3 Months Ended		6 Months Ended
	Mar. 31, 2019 USD ($) Number	Mar. 31, 2018 USD ($)	Mar. 31, 2019 USD ($) Number	Mar. 31, 2018 USD ($)	Sep. 30, 2018 USD ($)
Number of territories | Number	391		391
Number of countries | Number	38		38
Restricted cash	$ 26,223		$ 26,223		$ 22,505
Marketing fund expenses			580,000
Advertising costs	1,000	$ 3,000	9,000	$ 5,000
New billings on deffered revenue	15,368		130,468
Revenue recognized on deffered revenue	576		6,189
New billings	1,378		11,737
Revenue recognized	23		535
Additions to contract cost for new activity	514		4,702
Expense recognized	$ 36,835		$ 67,279
BFK Franchise Co., LLC ("BFK") [Member] | Franchise Agreements [Member]
Percentage of gross revenues collected for marketing fund	2.00%		2.00%

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Stock-Based Compensation (Details Narrative) - USD ($)	1 Months Ended		3 Months Ended	6 Months Ended
	Dec. 31, 2017	Dec. 29, 2017	Dec. 31, 2018	Mar. 31, 2019	Mar. 31, 2018	Mar. 27, 2019
Option granted expenses			$ 2,000
Stock based compensation					$ 2,000
Directors [Member]
Number of warrants granted		14,286
Fair value of warrants grant		$ 2,000
Officers [Member]
Number of warrants granted	14,286
Fair value of warrants grant	$ 2,000
Former President [Member]
Stock issued						13,265

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Sale of Condominium (Details Narrative)	Nov. 14, 2018 USD ($)
Notes to Financial Statements
Proceeds from sale of condominium	$ 86,000
Gain on sale of condominium	$ 43,000

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Condensed Consolidated Statement of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($)	Treasury Stock	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Balance at Sep. 30, 2017	$ (34,626)	$ 1,207	$ 2,895,285	$ (2,172,692)	$ 689,174
Balance (in shares) at Sep. 30, 2017	(65,100)	12,075,875
Net income (loss)				(66,918)	(66,918)
Stock-based compensation			2,000		2,000
Balance at Mar. 31, 2018	$ (34,626)	$ 1,207	2,897,285	(2,239,610)	624,256
Balance (shares) at Mar. 31, 2018	(65,100)	12,075,875
Balance at Dec. 31, 2017	$ (34,626)	$ 1,207	2,897,285	(2,278,346)	585,520
Balance (in shares) at Dec. 31, 2017	(65,100)	12,075,875
Net income (loss)				38,736	38,736
Balance at Mar. 31, 2018	$ (34,626)	$ 1,207	2,897,285	(2,239,610)	624,256
Balance (shares) at Mar. 31, 2018	(65,100)	12,075,875
Balance at Sep. 30, 2018	$ (34,626)	$ 1,207	2,897,285	(2,391,525)	472,341
Balance (in shares) at Sep. 30, 2018	(65,100)	12,075,875
Shares issued for rounding error		$ 2	(2)
Shares issued for rounding error (in shares)		13,265
Net income (loss)				1,008,685	1,008,685
Adoption of ASC 606				(4,433,675)	(4,433,675)
Stock-based compensation
Balance at Mar. 31, 2019	$ (34,626)	$ 1,209	2,897,283	(5,816,515)	(2,952,649)
Balance (shares) at Mar. 31, 2019	(65,100)	12,089,140
Balance at Dec. 31, 2018	$ (34,626)	$ 1,207	2,897,285	(6,126,660)	(3,262,794)
Balance (in shares) at Dec. 31, 2018	(65,100)	12,075,875
Shares issued for rounding error		$ 2	(2)
Shares issued for rounding error (in shares)		13,265
Net income (loss)				310,145	310,145
Balance at Mar. 31, 2019	$ (34,626)	$ 1,209	$ 2,897,283	$ (5,816,515)	$ (2,952,649)
Balance (shares) at Mar. 31, 2019	(65,100)	12,089,140

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Revenue Recognition (Details 1) - USD ($)	3 Months Ended		6 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Mar. 31, 2019	Mar. 31, 2018
Franchise Fees	$ 485,025	$ 45,309	$ 1,229,697	$ 94,209
Advertising Fund Revenue	36,835		582,038
Advertising Expense	38,270	2,546	590,579	5,303
Income before income taxes	310,145	38,736	1,008,685	(66,918)
Net Income	$ 310,145	$ 38,736	1,008,685	$ (66,918)
As Previously Reported [Member]
Franchise Fees
Advertising Fund Revenue
Commission Expense
Advertising Expense
Income before income taxes
Net Income
Adjustments [Member]
Franchise Fees			1,229,697
Advertising Fund Revenue			582,038
Commission Expense			441,773
Advertising Expense			582,038
Income before income taxes			787,924
Net Income			787,924
As Adjusted [Member]
Franchise Fees			1,229,697
Advertising Fund Revenue			582,038
Commission Expense			441,773
Advertising Expense			582,038
Income before income taxes			787,924
Net Income			$ 787,924

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Document and Entity Information - shares	6 Months Ended
	Mar. 31, 2019	Dec. 05, 2019
Document and Entity Information [Abstract]
Entity Registrant Name	CREATIVE LEARNING Corp
Entity Central Index Key	0001394638
Amendment Flag	false
Current Fiscal Year End Date	--09-30
Document Type	10-Q
Document Period End Date	Mar. 31, 2019
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2019
Entity's Reporting Status Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Common Stock, Shares Outstanding		13,354,261
Entity Filer Number	000-52883
Entity Interactive Data Current	Yes
Entity Incorporation State Country Code	DE

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Notes and Other Receivables

6 Months Ended

Mar. 31, 2019

Receivables [Abstract]

Notes and Other Receivables

(3) Notes and Other Receivables

At March 31, 2019 and September 30, 2018, respectively, the Company held certain notes receivable totaling approximately $12,000 and $15,000 respectively, net of allowances, for extended payment terms of franchise fees. The notes receivable are non-interest bearing with monthly payments, payable within one year. The Company analyzes the collectability of all receivables and reserves accordingly.

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Revenue Recognition

6 Months Ended

Mar. 31, 2019

Notes to Financial Statements

Revenue Recognition

(7) Revenue Recognition

The Company adopted the new revenue standard (Topic 606) on October 1, 2018. The Company applied the new revenue standard using the modified retrospective transition method. The adoption of the new guidance changed the timing of recognition of franchise sales and franchise renewal revenue and related commissions paid on franchise sales, as discussed below.

Franchise sales is comprised of revenue from the sale or renewal of franchises. The Company previously recognized revenue at the time of sale. Under the new revenue standard, the franchise sale initial fees are considered to be a part of the license of symbolic intellectual property, which is now recognized over the contractual term of the franchise agreement, which is typically 10 years. Correspondingly, the commissions related to franchise sales are recorded as an asset (the current portion in “Commission expense” on the balance sheet, and long- term portion in “Commission expense - net of current portion”) on the balance sheet, and are recognized over the contractual term of the franchise agreement in “Commission Expense” on the statement of operations. Previously, such commissions were expensed as incurred.

The following tables summarize the impacts of the new revenue standard adoption on the Company’s financial statements:

Consolidated Balance Sheet

Impact of Changes in Accounting Policies
As of March 31, 2019
	As previously
	reported			Adjustments			As Adjusted
Prepaid Commission Expense		-			291,748			291,748
Prepaid Commission Expense - net of current portion		-			1,354,285			1,354,285
Deferred Revenue		-			1,096,450			1,096,450
Deferred Revenue - net of current portion		-			4,315,442			4,315,442
Accrued Marketing Fund		97,334			(62,578	)		34,756
Accumulated Deficit		(2,391,525	)		(4,433,675	)		(6,825,200	)

Consolidated Statement of Income

Impact of Changes in Accounting Policies
As of March 31, 2019
	As previously
	reported		Adjustments		As Adjusted
Franchise Fees		-		1,229,697		1,229,697
Advertising Fund Revenue		-		582,038		582,038
Commission Expense		-		441,773		441,773
Advertising Expense		-		582,038		582,038
Income before income taxes		-		787,924		787,924
Net Income		-		787,924		787,924

Consolidated Statement of Cash Flows

Impact of Changes in Accounting Policies
As of March 31, 2019
	As previously
	reported		Adjustments			As Adjusted
Net Income		-		787,924			787,924
Prepaid Commission expense		-		(1,646,033	)		(1,646,033	)
Deferred revenue		-		5,411,892			5,411,892

Advertising Fund Revenue - Per the terms of the franchise agreements, the Company collects 2% of franchisee’s gross revenues for a marketing fund, managed by the Company, to allocate towards national branding of the Company’s concepts to benefit the franchisees. Upon adoption of FASB 606 on October 1, 2018, the Company began presenting these expended revenues on a gross revenue basis on its statement of operations as per FASB ASC 606-10-55-39.

Royalties - Royalties are calculated per franchise and are recognized on a flat fee schedule as per the Franchise Agreements. These fees are recognized as earned on a monthly basis as per FASB ASC 606-10-55-65.

Transaction Price Allocated to the Remaining Performance Obligations

The following table includes estimated revenue by year, excluding certain other immaterial items, expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period:

	March 31, 2020		March 31, 2021		March 31, 2022		March 31, 2023		March 31, 2024 and thereafter
Initial Franchise Fees	$	1,096,450	$	1,076,972	$	1,022,746	$	911,137	$	1,304,588

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Nature of Organization and Summary of Significant Accounting Policies (Tables)

6 Months Ended

Mar. 31, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Property and Equipment Useful Lifes

Fixed Assets	Useful Life
Equipment	5 years
Furniture and Fixtures	5 years
Property Improvements	15-40 years
Software	3  years

Summary of capitalized contract costs for commissions

The activity in the Company’s deferred revenue for initial franchise fee is included in “Deferred revenue” and “Deferred revenue, net of current portion” on the Condensed Consolidated Balance Sheets, and consists of the following:

	Balance at beginning of period	New billings (a)		Revenue recognized (b)			Balance at end of period
As of March 31, 2019	-	$	6,641,589	$	(1,229,697	)	$	5,411,892

(a) New billings not related to ASC 606 implementation was $15,368 and $130,468 for the three and six month periods ended March 31, 2019, respectively.

(b) Revenue recognized not related to ASC 606 implementation for new billings was $576 and $6,189 for the three and six month periods ended March 31, 2019, respectively.

Commissions paid on initial franchise sales are recognized as an asset and amortized over the contract life of the franchise agreement. The activity in the Company’s capitalized contract costs for commissions consist of the following:

	Balance at beginning of period	Additions to  Contract cost for new activity (a)		Expense recognized (b)			Balance at end of period
As of March 31, 2019	-	$	2,087,806	$	(441,773	)	$	1,646,033

(a) Additions to contract cost for new activity not related to ASC 606 implementation was $1,378 and $11,737 for the three and six month periods ended March 31, 2019, respectively.

(b) Expense recognized not related to ASC 606 implementation for new activity was $23 and $535 for the three and six month periods ended March 31, 2019, respectively.

Summary of accrued marketing fund for advertising fund revenue accounts

The activity in the Company’s accrued marketing fund for advertising fund revenue accounts consists of the following:

	Balance at beginning of period		New billings (a)		Expense recognized (b)			Balance at end of period
As of March 31, 2019	$	97,334	$	517,013	$	(579,591	)	$	34,756

(a) New billings recognized related to the beginning balance was $514 and $4,702 for the three and six month periods ended March 31, 2019 not related to ASC 606 implementation.

(b) Expense recognized related to the beginning balance was $36,835 and $67,279 for the three and six month periods ended March 31, 2019 not related to ASC 606 implementation.

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Revenue Recognition (Details) - USD ($)	Mar. 31, 2019	Sep. 30, 2018
Deferred Revenue	$ 1,096,450
Deferred Revenue - net of current portion	4,315,442
Accumulated Deficit	(5,816,515)	$ (2,391,525)
As Previously Reported [Member]
Prepaid Commission Expense
Prepaid Commission Expense - net of current portion
Deferred Revenue
Deferred Revenue - net of current portion
Accrued Marketing Fund	97,334
Accumulated Deficit	(2,391,525)
Adjustments [Member]
Prepaid Commission Expense	291,748
Prepaid Commission Expense - net of current portion	1,354,285
Deferred Revenue	1,096,450
Deferred Revenue - net of current portion	4,315,442
Accrued Marketing Fund	(62,578)
Accumulated Deficit	(4,433,675)
As Adjusted [Member]
Prepaid Commission Expense	291,748
Prepaid Commission Expense - net of current portion	1,354,285
Deferred Revenue	1,096,450
Deferred Revenue - net of current portion	4,315,442
Accrued Marketing Fund	34,756
Accumulated Deficit	$ (6,825,200)

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Nature of Organization and Summary of Significant Accounting Policies (Details 2)	6 Months Ended
	Mar. 31, 2019 USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Commission expense at beginning	$ 0
Additions to Contract cost for new activity	2,087,806
Revenue recognized	(441,773)
Commissions expense at end	$ 1,646,033

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Notes and Other Receivables (Details Narrative) - USD ($)	Mar. 31, 2019	Sep. 30, 2018
Receivables [Abstract]
Notes receivable	$ 12,000	$ 15,000

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Nature of Organization and Summary of Significant Accounting Policies (Details 1)	6 Months Ended
	Mar. 31, 2019 USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Deferred revenue at beggining	$ 0
New billings	6,641,589
Revenue recognized	(1,229,697)
Deferred revenue at end	$ 5,411,892

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Related Party Transactions (Details Narrative) - USD ($)	6 Months Ended
	Mar. 31, 2019	Dec. 31, 2017	Dec. 29, 2017
Related Party Transaction [Line Items]
Line of credit	$ 0
Initial term	5 years
First Member [Member]
Related Party Transaction [Line Items]
Line of credit			$ 50,000
Second Member [Member]
Related Party Transaction [Line Items]
Line of credit		$ 50,000

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Commitments and Contingencies (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Mar. 31, 2019	Mar. 31, 2018
Commitments and Contingencies Disclosure [Abstract]
Rent expense	$ 9,000	$ 5,000	$ 20,000	$ 9,000

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Related Party Transactions

6 Months Ended

Mar. 31, 2019

Related Party Transactions [Abstract]

Related Party Transactions

(2) Related Party Transactions

On December 29^th and 31^st, 2017, the Company entered into two separate line of credit agreements in the amount of $50,000 each with two members of the Company’s Board of Directors. These agreements were intended to provide liquidity in the event the Company needed access to such. The agreements are payable upon demand, have an initial term of 5 years and bear interest at market rates. As of March 31, 2019, no amounts were outstanding on these lines of credit.

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Subsequent Events (Details Narrative) - USD ($)				1 Months Ended
	Nov. 14, 2019	Jul. 09, 2019	Nov. 14, 2018	Oct. 30, 2019	Sep. 30, 2019	Jun. 24, 2019
Proceeds from sale of condominium			$ 86,000
Gain on sale of condominium			$ 43,000
Subsequent Event [Member]
Proceeds from sale of condominium		$ 60,000		$ 99,000
Gain on sale of condominium		$ 22,000
Subsequent Event [Member] | JoyAnn Kenny-Charlton [Member]
Stock issued	272,472
Directors fees	$ 85,041
Subsequent Event [Member] | Bricks4Schoolz [Member]
Percentage of royality received						12.00%
Subsequent Event [Member] | Directors [Member]
Stock issued					573,176
Severance					$ 30,000
Subsequent Event [Member] | Blake Furlow [Member]
Stock issued	99,362
Subsequent Event [Member] | Gary Herman [Member]
Stock issued	272,472
Subsequent Event [Member] | Bart Mitchell [Member]
Stock issued	112,739
Stock grants description					In addition to cash compensation, he will receive stock grants valued at lesser of $15,000 or 200,000 Shares of Common Stock on the last day of the completed year of employment.

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Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Mar. 31, 2019	Mar. 31, 2018
Revenues
Royalties fees	$ 477,607	$ 557,888	$ 1,035,203	$ 1,105,825
Advertising fund revenue	36,835		582,038
Initial franchise fees	485,025	45,309	1,229,697	94,209
Merchandise sales	15,725	4,773	17,563	4,773
TOTAL REVENUES	1,015,192	607,970	2,864,501	1,204,807
OPERATING EXPENSES
Salaries and payroll taxes and stock-based compensation	168,299	164,391	376,247	352,875
Professional, legal and consulting fees	125,654	130,030	249,925	407,042
Bad debt expense	21,899	132,529	27,058	202,388
Other general and administrative expenses	68,280	101,783	132,547	218,257
Franchise commissions	240,373	15,245	441,773	30,803
Franchise training and expenses	2,461	6,583	15,322	23,085
Depreciation	34,854	12,418	55,172	24,733
Advertising	38,270	2,546	590,579	5,303
Office expense	5,209	3,537	8,711	7,246
TOTAL OPERATING EXPENSES	705,299	569,062	1,897,334	1,271,732
OPERATING INCOME/(LOSS)	309,893	38,908	967,167	(66,925)
OTHER INCOME/ (LOSS)	252	(172)	41,518	7
INCOME/(LOSS) BEFORE INCOME TAXES	310,145	38,736	1,008,685	(66,918)
PROVISION FOR INCOME TAXES
NET INCOME/(LOSS)	$ 310,145	$ 38,736	$ 1,008,685	$ (66,918)
NET INCOME/(LOSS) PER SHARE
Basic and diluted	$ 0.03	$ 0.00	$ 0.08	$ (0.01)
Basic and diluted weighted average number of common shares outstanding (in shares)	12,011,520	12,090,161	12,011,141	12,083,018

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Revenue Recognition (Details 2) - USD ($)	3 Months Ended		6 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Mar. 31, 2019	Mar. 31, 2018
Net Income	$ 310,145	$ 38,736	$ 1,008,685	$ (66,918)
Deferred revenue			5,411,892
As Previously Reported [Member]
Net Income
Prepaid Commission expense
Deferred revenue
Adjustments [Member]
Net Income			787,924
Prepaid Commission expense			(1,646,033)
Deferred revenue			5,411,892
As Adjusted [Member]
Net Income			787,924
Prepaid Commission expense			(1,646,033)
Deferred revenue			$ 5,411,892

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Commitments and Contingencies

6 Months Ended

Mar. 31, 2019

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

(6) Commitments and Contingencies

Lease Commitments

Rent expense was approximately $9,000 and $20,000, for the three and six months ended March 31, 2019, respectively, and approximately $5,000 and $9,000 for the three and six months ended March 31, 2018, respectively. There are no lease commitments with terms greater than one year.

Litigation

The Company is subject to litigation claims arising in the ordinary course of business. The Company believes that it has adequately accrued for legal matters in accordance with the requirements of GAAP. The Company records litigation accruals for legal matters which are both probable and estimable and for related legal costs as incurred. The Company does not reduce these liabilities for potential insurance or third-party recoveries.

On October 2, 2015, the Company filed suit in the state court in St. John’s County, Florida, Case No. CA 15-1076, against its former Chief Executive Officer Brian Pappas, Christine Pappas, its former Human Resources officer, and an independent company controlled by Mr. Pappas named Franventures, LLC (“Franventures”). The lawsuit seeks return of company emails and other electronic materials in the possession of the defendants, company control over the process by which the company’s documents are identified, and a court judgment that the property is the Company’s. Mr. and Mrs. Pappas have returned certain company documents that they have identified, but other issues remain. On December 11, 2017, Brian Pappas filed a counterclaim alleging the Company is required to indemnify him for a multitude of matters. The Company denies the allegation and is actively litigating this matter.

In a separate suit, filed on March 7, 2016 in the state court in St. John’s County, Florida (Case No. CA 16-236), Franventures, LLC (“FV”) alleged that it is due an unstated amount of money from the Company pursuant to a contract the Company had previously terminated. On June 23, 2016, the Company filed a counterclaim against Franventures, which also included a complaint against former Chairman of the Board and Chief Executive Officer Brian Pappas. The counterclaim seeks redress for losses and expenditures caused by alleged fraud, conversion of company assets, and breaches of fiduciary duty that the Company alleges that defendants perpetrated upon CLC, including assertions regarding actions by Brian Pappas that the Company alleges occurred while Mr. Pappas was serving as the Chief Executive Officer of CLC and as a member of its board of directors. This case is being actively litigated by the Company.

On October 27, 2016, Brian Pappas filed a motion to amend the complaint to add a claim alleging that the Company slandered him by virtue of a press release issued on or about August 1, 2016, in which the Company reported to shareholders on steps it had taken and improvements it had implemented. The motion has still not been ruled upon by the Court. If Mr. Pappas does amend his complaint, the Company will vigorously defend the proposed claim.

On February 24, 2017, franchisee, Team Kasa, LLC, along with its three owners, filed suit in the Eastern District of New York (Case No. 2:17-cv-01074) against former CEO Brian Pappas, and Franventures. The same Plaintiffs also initiated arbitration on the same issues (American Arbitration Association, Case No. 01-17-0001-1968), alleging the Company is jointly and severally liable for damages resulting from the allegations against Mr. Pappas and Franventures. The Company is contesting the allegations and its liability for any damages.

On November 8, 2017, franchisee, Indy Bricks, LLC, along with its two owners, Ben and Kate Schreiber initiated arbitration against the Company. (American Arbitration Association, Case No. 01-17-0006-8120). Plaintiffs allege breach of contract, fraud, material misrepresentations and omissions, violations of the Indiana Franchise Act, and violations of the Indiana Deceptive Franchise Practices Act. The Company is vigorously contesting the allegations and its liability for any damages.

Management of the Company believes no other such litigation matters involving a reasonably possible chance of loss will, individually or in the aggregate, result in a material adverse effect on the Company's financial condition, results of operations and cash flows.

XML

Nature of Organization and Summary of Significant Accounting Policies (Policies)

6 Months Ended

Mar. 31, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature of Organization

Nature of Organization

Creative Learning Corporation (the “Company”) operates wholly owned subsidiaries, BFK Franchise Co., LLC (“BFK”) and SF Franchise Company, LLC (“SF”), under the trade names Bricks 4 Kidz® and Sew Fun Studios™ respectively, that offer children's enrichment and education franchises. As of March 31, 2019, BFK franchisees operated in 391 territories in 38 countries.

Basis of Presentation

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information, with the instructions to Form 10-Q and with Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required for complete financial statements. In the opinion of management, these consolidated financial statements contain all normal recurring adjustments considered necessary for a fair presentation of the Company’s results for the interim periods that have been included. The results for the three and six months ended March 31, 2019 are not necessarily indicative of the results to be expected for the full year. These statements should be read in conjunction with the Company’s audited consolidated financial statements and management’s discussion and analysis included in the Company’s annual report on Form 10-K for the year ended September 30, 2018.

Related Parties

Related Parties

The Company has been involved in transactions with related parties. A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.

Use of Estimates

Use of Estimates

The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. The more significant estimates and assumptions made by management include allowance for doubtful accounts, the valuation allowance for deferred tax assets, depreciation of property and equipment, amortization of intangible assets, recoverability of long-lived assets and fair market value of equity instruments. Actual results could differ from those estimates as the current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions.

Restricted Cash

Restricted Cash

The Company had restricted cash of approximately $26,000 and $23,000 at March 31, 2019 and September 30, 2018, respectively, associated with marketing funds collected from the franchisees. Per the franchise agreements a marketing fund of 2% of franchisees gross cash receipts is collected and held to be spent on the promotion of the brand. Any cash collected by the Company for marketing funds is held in a separate bank account and any balance at period end is presented as “restricted cash” and “accrued marketing fund” on the balance sheet. See Note 4 for additional information.

Accounts and Note Receivables

Accounts and Note Receivables

The Company reviews accounts and notes receivable periodically for collectability, establishes an allowance for doubtful accounts, and records bad debt expense when deemed necessary. The Company records an allowance for doubtful accounts and notes that is based on historical trends, customer knowledge, any known disputes, and the aging of the accounts receivable balances combined with management’s estimate of future potential recoverability. Receivables and notes are written off against the allowance after all attempts to collect a receivable have failed. The Company believes its allowance for doubtful accounts at March 31, 2019 and September 30, 2018 are adequate, but actual write-offs could exceed the recorded allowance.

Property, Equipment and Depreciation

Property, Equipment and Depreciation

Property and equipment are stated at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets, which range from three to forty years. Expenditures for additions and improvements are capitalized, while repairs and maintenance costs are expensed as incurred. The cost and related accumulated depreciation of property and equipment sold or otherwise disposed of are removed from the accounts and any gain or loss is recorded in the year of disposal.

Fixed Assets	Useful Life
Equipment	5 years
Furniture and Fixtures	5 years
Property Improvements	15-40 years
Software	3  years

Long-Lived Assets

Long-Lived Assets

The Company’s long-lived assets consist of property and equipment, and intangible assets. The Company tests for impairment losses on long-lived assets used in operations whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.  Recoverability of an asset to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value.  Impairment evaluations involve management’s estimates of asset useful lives and future cash flows.  Actual useful lives and cash flows could be different from those estimated by management which could have a material effect on our reporting results and financial positions.  Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The carrying amounts of cash, accounts receivable, and accounts payable approximate fair value because of the relative short-term maturity of these items and current payment expected. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment, and therefore cannot be determined with precision. Changes in assumptions could significantly affect these estimates. The Company does not hold or issue financial instruments for trading purposes, nor does it utilize derivative instruments. Notes receivable are recorded at par value less allowance for doubtful accounts. The carrying amount is consistent with fair value based upon similar notes issued to other franchisees. 

ASC 825, Financial Instruments, clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. It also requires disclosure about how fair value is determined for assets and liabilities and establishes a hierarchy for which these assets and liabilities must be grouped, based on significant levels of inputs as follows:

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.

The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs.  The Company had no financial assets or liabilities carried and measured on a recurring basis during the reporting periods. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared

Revenue Recognition

Revenue Recognition

Revenue is recognized when a company satisfies a performance obligation by transferring a promised good or service to a customer. The Company generates all its revenue from contracts with customers. The Company’s franchise agreements provide for a ten year term and include performance obligations as follows: protected territory designation, access to proprietary manuals and handbooks, initial training and on-going assistance, consulting, promotion of goodwill, administration of marketing fund, marketing and promotion items, initial advertising program development assistance, company website access, Franchise Management Tool access, lessons and model plans, project kits, Duplo bricks, frames stop motion animation software, and use of the franchisor’s intellectual property (IP) (e.g., trade name – Bricks for Kidz). Additionally, the contract permits the franchisee to renew the contract for an additional ten-year term for a fee. The following is a description of principal activities from which the Company generates its revenue.

Initial Franchise Fee - Since the Company’s franchises are primarily a mobile concept and do not require finding locations or construction, the franchisees can begin operations as soon as they complete training. The franchise fees are fully collectible and nonrefundable as of the date of the signing of the franchise agreement. The initial franchise fee is recognized as deferred revenue on a straight line basis over the ten-year period as the performance obligations are met over the contract term. The Company adopted the new revenue standard (Topic 606) on October 1, 2018 for contracts with remaining performance obligations as of October 1, 2018. Comparative information from prior year periods has not been adjusted and continue to be reported under the accounting standards in effect for those periods under Topic 605. The adoption of the new guidance changed the timing of recognition of franchise sales and franchise renewal revenue and related commissions paid on franchise sales, as discussed further in Note 7.

The activity in the Company’s deferred revenue for initial franchise fee is included in “Deferred revenue” and “Deferred revenue, net of current portion” on the Condensed Consolidated Balance Sheets, and consists of the following:

	Balance at beginning of period	New billings (a)		Revenue recognized (b)			Balance at end of period
As of March 31, 2019	-	$	6,641,589	$	(1,229,697	)	$	5,411,892

(a) New billings not related to ASC 606 implementation was $15,368 and $130,468 for the three and six month periods ended March 31, 2019, respectively.

(b) Revenue recognized not related to ASC 606 implementation for new billings was $576 and $6,189 for the three and six month periods ended March 31, 2019, respectively.

Commissions paid on initial franchise sales are recognized as an asset and amortized over the contract life of the franchise agreement. The activity in the Company’s capitalized contract costs for commissions consist of the following:

	Balance at beginning of period	Additions to  Contract cost for new activity (a)		Expense recognized (b)			Balance at end of period
As of March 31, 2019	-	$	2,087,806	$	(441,773	)	$	1,646,033

(a) Additions to contract cost for new activity not related to ASC 606 implementation was $1,378 and $11,737 for the three and six month periods ended March 31, 2019, respectively.

(b) Expense recognized not related to ASC 606 implementation for new activity was $23 and $535 for the three and six month periods ended March 31, 2019, respectively.

Advertising Fund Revenue - Per the terms of the franchise agreements, the Company collects 2% of franchisee’s monthly gross revenues each month, due on the third day of the following month, for a marketing fund, managed by the Company, to allocate towards national branding of the Company’s concepts to benefit the franchisees. This revenue is recognized on a monthly basis. Upon adoption of FASB 606 on October 1, 2018, the Company began presenting these revenues on a gross revenue basis on its statement of operations as per FASB ASC 606-10-55-39.

The activity in the Company’s accrued marketing fund for advertising fund revenue accounts consists of the following:

	Balance at beginning of period		New billings (a)		Expense recognized (b)			Balance at end of period
As of March 31, 2019	$	97,334	$	517,013	$	(579,591	)	$	34,756

(a) New billings recognized related to the beginning balance was $514 and $4,702 for the three and six month periods ended March 31, 2019 not related to ASC 606 implementation.

(b) Expense recognized related to the beginning balance was $36,835 and $67,279 for the three and six month periods ended March 31, 2019 not related to ASC 606 implementation.

Royalties - Royalties are calculated per franchise, based on a flat fee structure and are recognized as earned on a monthly basis.

Merchandise Revenue – Merchandise revenue is made up of Lego kits and fees for the use of Company email.

Advertising Costs

Advertising Costs

Advertising costs for the operating company are expensed as incurred. The Company incurred advertising costs for the three and six months ended March 31, 2019 of approximately $1,000 and $9,000, respectively, and for the three and six months ended March 31, 2018 of approximately $3,000 and $5,000, respectively. Advertising costs of approximately $580,000 were paid out of the marketing fund on behalf of the franchisees and were expensed when funds were received from franchisees. See Note 7.

Income Taxes

Income Taxes

The provision for income taxes and deferred income taxes are determined using the asset and liability method. Deferred tax assets and liabilities are determined based on temporary differences between the financial carrying amounts and the tax basis of assets and liabilities using enacted tax rates in effect in the years in which the temporary differences are expected to reverse. On a periodic basis, the Company assesses the probability that its net deferred tax assets, if any, will be recovered. If after evaluating all of the positive and negative evidence, a conclusion is made that it is more likely than not that some portion or all of the net deferred tax assets will not be recovered, a valuation allowance is provided by a charge to tax expense to reserve the portion of the deferred tax assets which are not expected to be realized. Given previous recurring losses, the Company cannot conclude that it is more likely than not that such assets will be realized, therefore a full valuation allowance has been recorded during the six months ended March 31, 2019.

The Company reviews its filing positions for all open tax years in all U.S. federal and state jurisdictions where the Company is required to file.

When there are uncertainties related to potential income tax benefits, in order to qualify for recognition, the position the Company takes has to have at least a “more likely than not” chance of being sustained (based on the position’s technical merits) upon challenge by the respective authorities. The term “more likely than not” means a likelihood of more than 50 percent. Otherwise, the Company may not recognize any of the potential tax benefit associated with the position. The Company recognizes a benefit for a tax position that meets the “more likely than not” criterion at the largest amount of tax benefit that is greater than 50 percent likely of being realized upon its effective resolution. Unrecognized tax benefits involve management’s judgment regarding the likelihood of the benefit being sustained with the ultimate realization being dependent on generating sufficient taxable income in future years. The final resolution of uncertain tax positions could result in adjustments to recorded amounts and may affect our results of operations, financial position and cash flows.

The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company had no accrual for interest or penalties at March 31, 2019 and September 30, 2018, respectively, and has not recognized interest and/or penalties during the six months ended March 31, 2018, since there are no material unrecognized tax benefits. Management believes no material change to the amount of unrecognized tax benefits will occur within the next twelve months.

The tax years subject to examination by major tax jurisdictions include the years 2014 and forward by the U.S. Internal Revenue Service.

Net earnings (loss) per share

Net earnings (loss) per share

Basic earnings per share are computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share reflect the potential dilution that could occur if stock options or other contracts to issue common stock were exercised or converted during the period. Dilutive securities having an anti-dilutive effect on diluted earnings per share are excluded from the calculation. All securities outstanding as of March 31, 2019 are anti-dilutive.

Stock-based compensation

Stock-based compensation

The Company accounts for employee stock awards for services based on the grant date fair value of the instrument issued, and those issued to non-employees are recorded based on the grant date fair value of the consideration received or the fair value of the equity instrument, whichever is more reliably measurable. Stock awards are expensed over the service period.

Recent accounting pronouncements

Recent accounting pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (“Topic 606”) and has since issued various amendments which provide additional clarification and implementation guidance on Topic 606. This guidance establishes principles for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. The Company adopted this new guidance effective the first day of fiscal 2018 using the modified retrospective transition method and applied Topic 606 to those contracts which were not completed as of October 1, 2018.

The Company recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of accumulated deficit at the beginning of fiscal 2018. In performing its analysis, the Company reflected the aggregate effect of all modifications when identifying the satisfied and unsatisfied performance obligations, determining the transaction price, and allocating the transaction price.  Comparative information from prior year periods has not been adjusted and continue to be reported under the accounting standards in effect for those periods under “Revenue Recognition” (“Topic 605”). Refer to Note 7 for further disclosure of the impact of the new guidance.

In February 2016, the FASB issued ASU No. 2016-02, “Leases”, which requires lessees to recognize a right-to-use asset and a lease obligation for all leases. Lessees are permitted to make an accounting policy election to not recognize an asset and liability for leases with a term of twelve months or less. Additional qualitative and quantitative disclosures, including significant judgments made by management, will be required. The new standard will become effective for the Company beginning with the first quarter 2020 and requires a modified retrospective transition approach and includes a number of practical expedients. Early adoption of the standard is permitted. The Company is currently evaluating the impact the adoption of this accounting guidance will have on the consolidated financial statements.

In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (“ASU 2016-18”), which requires that entities show the changes in total cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. We adopted ASU 2016-18 on October 1, 2018, and such adoption did not have a material impact on our financial statements.