CREATIVE LEARNING Corp - FORM 10-K/A

Attached files

file	filename
EXCEL - IDEA: XBRL DOCUMENT - CREATIVE LEARNING Corp	Financial_Report.xls
EX-31.2 - CERTIFICATION - CREATIVE LEARNING Corp	clcn_ex312.htm
EX-32.2 - CERTIFICATION - CREATIVE LEARNING Corp	clcn_ex322.htm
EX-21.1 - SUBSIDIARIES OF CREATIVE LEARNING CORPORATION - CREATIVE LEARNING Corp	clcn_ex211.htm
EX-31.1 - CERTIFICATION - CREATIVE LEARNING Corp	clcn_ex311.htm
EX-32.1 - CERTIFICATION - CREATIVE LEARNING Corp	clcn_ex321.htm
EX-14.1 - CODE OF ETHICS - CREATIVE LEARNING Corp	clcn_ex141.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 2)

(Mark One)

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended September 30, 2014

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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, Suite 113, St. Augustine, FL		32095
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (904) 824-3133

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ¨

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations 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 filing). Yes x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

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

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x
(Do not check if a smaller reporting company)

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

The aggregate market value of the voting stock held by non-affiliates of the registrant, based upon the closing sale price of the registrant’s common stock on March 31, 2014, as quoted on the OTC Bulletin Board, was approximately $35,901,000.

As of December 29, 2014, the Registrant had 11,829,409 issued and outstanding shares of common stock.

Documents Incorporated by Reference: None

Explanatory Note

Creative Learning Corporation (“Creative Learning,” the “Company,” “we,” or “us”) is filing this Amendment No. 2 (“Amendment No. 2”) to its Annual Report on Form 10-K for the fiscal year ended September 30, 2014, which was originally filed with the Securities and Exchange Commission on January 14, 2015 (the “Original Form 10-K”), as amended by Amendment No. 1 filed on February 2, 2015 (“Amendment No. 1”), for the purpose of restating its financial statements to disclose certain related party transactions, including a loan to an entity owned by one of the Company’s directors that was repaid. The restatement has no impact on the Company’s previously issued financial statements other than to add disclosure of the related party transactions. The restatement is more fully described in Note 14 to the financial statements contained in this Amendment No. 2. Disclosure of the related party transactions also appears in Item 13 of this Amendment No. 2.

In addition, the Company has expanded upon and revised certain disclosure appearing in the Original Form 10-K and Amendment No. 1. Specifically, the following items of the Original Form 10-K and Amendment No. 1 have been modified or revised in this Form 10-K/A to reflect the restatement and expanded disclosure:

	·	Part I, Item 1 — Business;

	·	Part II, Item 5 — Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities;

	·	Part II, Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations;

	·	Part II, Item 8 — Financial Statements and Supplementary Data, including:

		o	Footnote 2 — Related Party Transactions; and

		o	Footnote 14 — Restatement and Additional Commitment Disclosures;

	·	Part II, Item 9A — Controls and Procedures;

	·	Part II, Item 9B — Other Information;

	·	Part III, Item 10 — Directors, Executive Officers and Corporate Governance;

	·	Part III, Item 11 — Executive Compensation;

	·	Part III, Item 12 — Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters;

	·	Part III, Item 13 — Certain Relationships and Related Transactions, and Director Independence; and

	·	Part IV, Item 15 — Exhibits and Financial Statement Schedules.

The Company’s principal executive officer and principal financial officer have also provided currently dated certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 in connection with this Amendment No. 2.

This Amendment No. 2 sets forth the Form 10-K/A Amendment No. 1, as filed with the SEC on February 2, 2015, in its entirety. Except for disclosures affected by the restatement and other changes, this Amendment No. 2 speaks as of the filing date of the Form 10-K/A Amendment No. 1 and does not modify or update other disclosures in the Form 10-K/A Amendment No. 1, including the nature and character of such disclosures, to reflect events occurring or items discovered after the filing date of the Form 10-K/A Amendment No. 1.

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CREATIVE LEARNING CORPORATION

FORM 10-K/A

(Second Amendment)

For the Fiscal Year Ended September 30, 2014

TABLE OF CONTENTS

		Page
PART I

Item 1.	Business		4
Item 1A.	Risk Factors		12
Item 1B.	Unresolved Staff Comments		12
Item 2.	Properties		12
Item 3.	Legal Proceedings		12
Item 4.	Mine Safety Disclosures		12

PART II

Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		13
Item 6.	Selected Financial Data		14
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		14
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		19
Item 8.	Financial Statements and Supplementary Data		20
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		20
Item 9A.	Controls and Procedures		20
Item 9B.	Other Information		21

PART III

Item 10.	Directors, Executive Officers and Corporate Governance		22
Item 11.	Executive Compensation		24
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		26
Item 13.	Certain Relationships and Related Transactions, and Director Independence		27
Item 14.	Principal Accountant Fees and Services		28

PART IV

Item 15.	Exhibits and Financial Statement Schedules		29

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PART I

Cautionary Statement Concerning Forward-Looking Statements

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally use words such as “expect,” “foresee,” “anticipate,” “project,” “estimate,” “forecast” and similar expressions, and reflect our expectations concerning the future. Such statements are made based on known events and circumstances at the time of publication, and as such, are subject in the future to unforeseen risks and uncertainties. It is possible that our future performance may differ from current expectations expressed in these forward-looking statements, due to a variety of factors such as: foreign and domestic competitors; the ability to continue introducing our services in new areas; domestic and foreign governmental and public policy changes; protection and validity of patent and other intellectual rights; the successful integration of strategic concept offerings and acquisitions; and, the cyclical nature of the business and economic market. Future events and actual results could differ materially from those set forth in, contemplated by or underlying the forward-looking statements. Forward-looking statements speak only as of the date on which they are made. We undertake no duty to undated forward-looking statements, except as required by law.

The identification in this report of factors that may affect the Company’s future performance and the accuracy of forward-looking statements is meant to be illustrative and by no means exhaustive. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty.

ITEM 1. BUSINESS

BUSINESS

Creative Learning Corporation, operating under the trade names of Bricks 4 Kidz®, Challenge Island® and Sew Fun Studios®, offers educational and enrichment programs to children ages 3-12+. Through a franchise business model that includes a proprietary curriculum and marketing strategies, plus a proprietary Franchise Marketing Tool, the Company provides a wide variety of programs designed to enhance students’ problem solving and critical thinking skills. As of March 13, 2015, the Company had 642 active franchises and 29 active sub-franchises operating in 38 countries.

Company Background

The Company was formed in March 2006 under the name B2 Health, Inc. to design, manufacture and sell chiropractic tables and beds. The Company generated only limited revenue and essentially abandoned its business plan in March 2008.

On July 2, 2010 the Company acquired BFK Franchise Company, LLC (“BFK”), a Nevada limited liability company formed in May 2009, under a Stock Exchange Agreement with the members of BFK for 9,000,000 shares of the Company’s common stock.

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On July 7, 2010, shareholders holding a majority of the Company’s outstanding common stock approved an amendment to the Company’s Articles of Incorporation changing the name of the Company from B2 Health, Inc. to Creative Learning Corporation (“CLC”).

At the time BFK was acquired, BFK had a 50% ownership in a company called BFK Development Company LLC (“BFKD”), and on October 3, 2010 BFK acquired the remaining 50% interest in BFKD. Immediately following the acquisition of the non-controlling interest, BFK transferred its 100% interest in BFKD to the Company.

BFKD was initially used to develop and test the brick and mortar model of the BRICKS 4 KIDZ® concept as a Corporate Creativity Center.

On September 14, 2012, the Company also formed CI Franchise Company LLC (“CI”) as a wholly owned subsidiary for purpose of operating a second franchise concept known as Challenge Island®, a service business within a defined exclusive territory, providing unique challenge-based programs designed to foster critical and creative thinking skills, problem solving methodology, and core STEM (Science, Technology, Engineering, Mathematics) principles in children ages 3-13+. CI began selling franchises during the 2013 fiscal year.

On January 8, 2013 the Company also formed Sew Fun Franchise Company LLC (“SF”) as a wholly owned subsidiary for the purpose of operating a third franchise concept known as Sew Fun. Sew Fun is a brick and mortar business featuring stores/studios located in strip malls and offering after-school classes, camps and birthday parties for children ages 8-13+, as well as adult classes, in fashion design.

Unless otherwise indicated, all references to the Company include the operations of BFK, BFKD, CI and SF.

BFK Operations

BFK, which conducts business under the trade name, BRICKS 4 KIDZ®, offers programs designed to teach principles of engineering, architecture and physics to children ages 3-12+ using LEGO® bricks. BFK provides classes (both in school and after school), special events programs and day camps that are designed to enhance and enrich the traditional school curriculum, trigger young children’s lively imaginations and build self-confidence. BFK’s programs foster creativity and provide a unique atmosphere for students to develop problem solving and critical thinking skills by designing and building machines, catapults, pyramids, race cars, buildings and numerous other systems and devices using LEGO® bricks. The Company provides training and corporate franchisee support to all franchisees and recognizes revenue from the sale of its franchises when all initial training, pursuant to the terms of the franchise agreements, are completed.

Current Programs Offered by BFK

In-school field trips. One-hour classes during school hours. Classes are correlated to the science for a particular grade level. Teacher guides, student worksheets, and step-by-step instruction are provided. Recommended fees: $5-$8 per student.

After-school classes. One hour, one day a week class held after school. Recommended fees: $10-$15 per class per child, minimum commitment is usually 4 classes.

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Pre-school classes. Classes can be held in pre-schools for children of pre-school ages. Recommended fees: $5-$7 per child.

Classes for home-schooled children. Classes can be held in the home of one of the parents of a home-schooled child. Recommended fees: $8-$10 per child.

Camps. Normally 3 hours per day for 5 days. Camps can take place at schools or at other child-related venues. Children use LEGO® bricks to explore various science and math concepts while working in an open, friendly environment. The material covered each session varies depending on students’ ages, experience, and skill level. A new project is built each week. Architectural concepts are taught while assembling buildings, castles and other structures. Instructional content includes concepts of friction, gravity and torque, scale, gears, axles and beams. The curriculum can include the construction of a scaled model of the children’s school or the school mascot. The children work and play with programmable LEGO® bricks along with electric motors, sensors, system bricks, and LEGO® Technic pieces (i.e. gears, axles, and beams). Recommended fees: $125-$150/child. Children go home with a small LEGO® project (cost about $5/child)

Birthday Parties. In the home of the birthday child. Recommended fees: $150 per party up to 10 children. If over 10 children the fee is $10/child.

Special Events. Activities with LEGO® bricks can be held in various locations including church centers, lodges, child-related venues, private schools, pre-schools, etc. Program can include parents, grandparents and all children in the family. Recommended fees: $5 per family.

BFK Operating Units

BFK franchises are mobile models, with activities scheduled in the schools or other venues, but also can be operated through a store-front location called a Creativity Center.

As of March 13, 2015 BFK had 603 franchises and 29 sub-franchises operating in 41 states, the District of Columbia, Puerto Rico and 36 foreign countries, with five corporate owned franchise territories.

BFK Franchise Program

BKF sells franchises both domestically and internationally. International sales can be a single franchise or a Master Franchise, where the Master Franchisee operates a franchise, but is also able to develop, sell and manage sub-franchises. There are no Master licenses issued in the United States.

A franchisee pays a one-time, non-refundable franchise fee upon the execution of the franchise agreement. Domestically, there can be variations on the franchise fees depending on the size or territories being purchased, and other factors of the territory. The typical sized, domestic, single territory franchise fee is $25,900. If the franchisee buys more than one franchise at the time the initial franchise is purchased, the fee for the other territory is approximately $10,000 to $12,000.

International franchise fees vary and are set relative to the potential of the franchised territories. During the year ended September 30, 2014, BFK sold 11 Master Franchises at an average price of $121,000. In the case of a Master Franchise, BFK receives a percentage of the franchise fee paid to the Master Franchisee by any sub-franchisee.

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Domestic and international franchisees are required to pay BFK a royalty fee of 7%. BFK also receives a percentage of royalty payments received by Master Franchisees from their sub-franchisees. Franchisees are billed monthly for their 7% royalty payments due to the Company.

Franchisees are required to pay the Company a minimum royalty amount per each franchise territory they own. Billing of the minimum royalty amount to each franchisee takes place every 12 weeks and the minimum amount is calculated by comparing the amounts between the regular royalties billed for the prior 12 weeks to the 12 week minimum royalty payment due to the Company, per the franchise agreement. The 12 week minimum royalty payment due to the Company is $1,500 for the first franchise territory owned and $750 for the second franchise territory owned. The minimum amount due for the third franchise territory is $1,500 and the fourth franchise territory is $750. After the end of each 12 week period, franchisees are required to pay to the Company the amount, if any, by which the minimum royalty exceeds the sum of the royalties, paid over the 12 week period.

BFK administers a Marketing Fund for domestic and Canadian franchisees with the purpose of building national brand awareness. The Marketing Fund expenditures are funded with BFK collecting a 2% marketing fee from domestic and Canadian franchisees. These marketing fee and expenses are accounted for separately and are not reported as revenue or expenses for BFK.

The franchisee is granted an exclusive territory and a license to use the “Bricks 4 Kidz®” name and trademarks in the franchised territory. The franchisee is required to conform to certain standards of business practices. Each franchise is run as an independent business and, as such, is responsible for its operation, including employment of adequate staff. A franchisee can also purchase additional territories.

Franchisees are permitted to assign their franchise provided that BFK receives advance notice of the proposed assignment, the transferee assumes the obligations under the franchise agreement, the transferee meets certain conditions and qualifications, and BFK receives a transfer fee based on a percentage of the current Franchise Fee rate for a single territory.

The term of the franchise is for ten years. BFK has the right to terminate any franchisee in the event of the franchisee’s bankruptcy, a default under the franchise agreement, or other events. The franchisee has the right to renew the franchise for an additional ten years if, at the time of renewal, the franchisee is in good standing and pays a renewal fee in the amount of $5,000.

In addition to the franchise fee, a franchisee is advised that an additional investment of between $8,000 and $23,000 for the mobile model will be required for such things as equipment and supplies, insurance, marketing and working capital during the start-up phase of the business.

BFK Competition

Although BFK pioneered the Lego modeling based curriculum for after school programs, we know of at least two other companies franchising a model similar to that of Bricks 4 Kidz®, Engineering 4 Kids and Snapology. In addition, Play-Well Teknologies, with offices in San Anselmo and Pleasanton, California, offers after-school classes, camps and birthday parties using LEGO® bricks. Vision Education and Media offers after school classes using LEGO® bricks in its office in New York City, NY. In addition, several other small businesses around the country offer after-school classes and vacation camps using LEGO® bricks. These classes and camps are typically held in elementary schools, middle schools and community colleges.

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CI Operations

CI, which conducts business under the trade name, Challenge Island®, provides unique challenge-based programs designed to foster critical and creative thinking skills, problem solving methodology, and core STEM (Science, Technology, Engineering, Mathematics) principles in children ages 3-13+.

Current Programs Offered by CI

CI has the same event types, possible venues and programs as BFK above.

CI Operating Units

CI franchises are mobile models, with activities which can be offered in a variety of venues and event types, including after-school programs. However, and in contrast to BFK, the CI franchise program does not have a store-front Center model available.

CI sold the first franchise in May 2013 and as of March 13, 2015, CI had 39 franchises operating in 16 states, the District of Columbia, Puerto Rico and two foreign countries.

CI Franchise Program

CI sells franchises both domestically and internationally. International sales can be individual international franchises, or where warranted, they could be sold as Master License agreements where the Master Licensee can operate a franchise, but also develop, sell and manage sub-franchisees. There are no Master licenses issued in the United States.

A franchisee pays a one-time, non-refundable franchise fee upon the execution of the franchise agreement. Domestically, there can be variations on the franchise fees depending on the size and other factors of the territory, or territories being purchased. The typical size, domestic, single territory franchise fee is $17,500. Internationally, franchise fees are set relative to the potential of the proposed territories, and can vary. In the case of a Master Franchise, CI could receive a percentage of the price the Master Franchisee receives from the sub-franchisees.

Domestic and international franchisees are required to pay CI a royalty fee of 7%. CI also could receive a percentage of royalty payments received by Master licensees from their sub-franchisees.

Franchisees are required to pay the Company a minimum royalty amount per each franchise territory they own beginning six months after acquisition of the franchise. Billing of the minimum royalty amount to each franchisee takes place every 12 weeks and the minimum amount is calculated by comparing the amounts between the regular monthly royalties billed for the prior 12 weeks to the 12 week minimum royalty payment due to the Company, per the franchise agreement. The 12 week minimum royalty payment due to the Company is $900 for each franchise territory owned. After the end of each 12 week period, franchisees are required to pay to the Company the amount, if any, by which the minimum royalty exceeds the sum of the royalties, paid over the 12 week period.

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CI administers a Marketing Fund for domestic and Canadian franchisees with the purpose of building national brand awareness. The Marketing Fund expenditures are funded with CI collecting a 2% marketing fee from domestic and Canadian franchisees. These marketing fee and expenses are accounted for separately and are not reported as revenue or expense for CI.

The franchisee is granted an exclusive territory and a license to use the “Challenge Island®” name and trademarks in the franchised territory. The franchisee is required to conform to certain standards of business practices. Each franchise is run as an independent business and, as such, is responsible for its operation, including employment of adequate staff. A franchisee can also purchase additional territories.

Franchisees are permitted to assign their franchise provided that CI receives advance notice of the proposed assignment, the transferee assumes the obligations under the franchise agreement, the transferee meets certain conditions and qualifications, and CI receives a transfer fee based on a percentage of the current Franchise Fee rate for a single territory.

The term of the franchise is for ten years. CI has the right to terminate any franchisee in the event of the franchisee’s bankruptcy, a default under the franchise agreement, or other events. The franchisee has the right to renew the franchise for an additional ten years if, at the time of renewal, the franchisee is in good standing and pays a renewal fee in the amount of $5,000.

In addition to the franchise fee, a franchisee is advised that an additional investment of between $8,000 and $23,000 will be required for such things as equipment and supplies, insurance, marketing and working capital during the start-up phase of the business.

CI Competition

We know of no companies franchising a model similar to that of Challenge Island®. However, in the after-school program market, there are many different concepts that vie for this time slot.

SF Operations

SF, known as Sew Fun, is just completing its development stage and will begin state required registrations. Franchises sold under this third franchise concept will operate brick and mortar businesses featuring stores/studios located in strip malls and offering after-school classes, camps and birthday parties for children ages 8-13+, as well as adult classes, in fashion design. As of December 31, 2014, SF has not offered these franchises for sale and has not sold any franchises.

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Franchising Process

Initial contact between a potential franchisee and the Company may result from a potential franchisee contacting the Company, either by phone or electronically. Potential franchisees may also be introduced to the Company by other parties, and the Company may pay commissions and consulting fees to such other parties, including to the Company’s directors, officers and employees and their family members. See Item 11, “Executive Compensation — Summary Compensation Table” and Item 13, “Certain Relationships and Related Transactions, and Director Independence.”

After initial contact, one of the Company’s franchise consultants interviews each prospective franchisee (the “candidate”) to determine whether the candidate will be a good fit for the franchise. If the franchise consultant determines that the candidate may make a successful franchisee, the candidate submits a request for consideration (“RFC”). The Company’s Managing Director reviews the RFC and if the RFC is approved by the Managing Director, the franchise consultant continues the vetting process, which focuses on financial and other factors. The Company may seek to introduce the candidate to third party financing sources to cover franchising expenses. Any financing received by franchisees from third party financing sources are first paid to the franchisee, who then remits the franchise fee to the Company as payment for the franchise. If the Managing Director does not approve the RFC, the candidate is removed from the vetting process.

Upon receipt of the RFC, the candidate is emailed a pdf copy of the Company’s franchise disclosure document. The franchise consultant reviews the franchise disclosure document with the candidate and answers any questions concerning the franchise and the franchise agreement. The candidate is given a worksheet to complete that assists the candidate in understanding the franchise’s financial model. The Company does not provide projections of a franchise’s financial model or performance to prospective franchisees.

Assuming the candidate has cleared the initial vetting process and remains interested in operating one of the Company’s franchises, the candidate is invited to attend a “discovery day” held at the Company’s headquarters, or in some instances at another location, during which representatives of the Company and the candidate meet face to face. If the Company decides that the candidate is a good fit for the franchise and the candidate wants to move forward and become a franchisee, the parties execute a franchise agreement.

The Company will sell a franchise for a particular territory only when the Company believes that there is a reasonable chance for a franchise to succeed in that territory. If a franchisee is not successful, the Company may terminate the franchise agreement by providing notice to the franchisee or repurchasing the franchise from the franchisee. Until the Company provides a notice of termination or repurchases the franchise, the Company considers the franchise to be active. During fiscal 2014, the attrition rate for active franchises was approximately two percent.

Government Regulation

The offer and sale of franchises, and the operations of franchises in some respects, are regulated by the Federal Trade Commission and some state governments.

In 1979 the Federal Trade Commission promulgated what became known as the FTC Franchise Rule. The FTC Franchise Rule requires detailed disclosure of a wide variety of information as a condition to selling a franchise, but the rule does not regulate the franchise relationship or require any filing or registration on the part of a franchisor. The FTC Franchise Rule requires that the franchisor provide a disclosure statement or prospectus to each prospective buyer prior to execution of a contract or payment of money relating to the franchise relationship.

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However, the FTC Franchise Rule is narrow and does not preempt state law, which often is stricter than the FTC Franchise Rule. As such, numerous states require franchise disclosure documents to be registered with the state authorities, and numerous states regulate the franchise relationship itself.

California, Florida, Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota, New York, North Dakota, Rhode Island, South Dakota, Virginia, Washington and Wisconsin all have franchise statues and regulations which typically require a franchisor to file or register its offering with the state government and to provide all prospective franchisees with the disclosure document.

In these so called “registration states”, state regulatory agencies review the franchisor’s registration application, the franchise disclosure document, the proposed franchise agreement and any other agreements franchisees must sign. State regulators also review the financial condition of the franchisor, the background of the franchisor’s executives and sales agents and provisions regarding the rights and remedies of the franchisor and the franchisee as provided in the franchise agreement. These state agencies can deny registration if they believe that the sale of the franchise would be deceptive in any way.

Numerous other states have laws regulating various facets of the relationship between the franchisee and franchisor. These “relationship laws” typically regulate the franchisor’s ability to terminate or refuse renewal of a franchise, contain provisions requiring that a franchisor have “good cause” before terminating or refusing to renew a franchise and may also address other issues such as the right of a deceased franchisee’s heirs to continue the franchise after the original investor’s death. Some laws require a franchisor to buy back excess inventory from the franchisee in the event of termination. Some state laws make it illegal for a franchisor to demand a general release from a franchisee as a condition of renewing or entering into a new agreement.

Under the FTC Franchise Rule, the FTC has the authority to seek civil penalties against a franchisor for violations of the FTC Franchise Rule. Each of the “registration states” has similar authority to seek penalties for violations of their requirements. Violations may include the offer or sale of an unregistered franchise, failing to timely provide the disclosure document to a prospective franchisee or making misrepresentations in the franchise disclosure documents. Additionally, officers of the franchisor may have personal liability if they had knowledge of or participated in the violations.

Individuals cannot sue a franchisor for a violation of the FTC Franchise Rule. However, most of the “registration states” grant a private right of action for violation of the state statue and have remedies that typically include damages, rescission of the franchise agreement and attorneys’ fees.

General

The Company’s offices, consisting of approximately 4,500 square feet, are located in an office/condo complex at 701 Market, Suite 113, St. Augustine, FL 32095. The Company owns three of the office condominiums and rents two additional units.

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As of December 29, 2014 the Company employed twenty-two persons on a full time basis.

The Company’s website is www.creativelearningcorp.com, and BKF’s, CI’s and SF’s websites are www.bricks4kidz.com, www.challenge-island.com, and www.sewfunstudios.com respectively. The information in these websites is not a part of this report.

ITEM 1A. RISK FACTORS

Not applicable to a smaller reporting company.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None

ITEM 2. PROPERTIES

ITEM 3. LEGAL PROCEEDINGS

The Company was involved in arbitration with Sew Fun, LLC (SFLLC), from which the Company previously purchased intellectual property to establish a new sewing franchise concept. On January 23, 2015 the Company and SFLLC entered into a settlement agreement in which the parties agreed to the following:

	1.	As of January 1, 2015, all prior agreements between the parties are terminated and there are no further financial obligations between the parties.

	2.	By February 22, 2015, the trademarks “Sew Fun Parties” and “Sewing Lounge” will be reassigned to SFLLC. The trademark “Sew Fun Studios” will be retained by the Company.

	3.	No later than February 22, 2015, the Company will issue to the controlling person of SFLLC 85,000 shares of the Company’s common stock in satisfaction of all monetary claims.

	4.	No later than February 22, 2015, the Company will cooperate in taking steps to remove all legends and/or restrictions on the right to sell the 35,000 shares of the Company’s common stock (issued in December 2012 to the controlling person of SFLLC), or the 85,000 shares of the Company’s common stock referred to above.

	5.	By January 28, 2015, the Company will transfer the domain names “SEWFUNPARTIES.COM” and “SEWFUNPARTIES.NET” to SFLLC and will take reasonable steps to release the Facebook account “SEW FUN PARTIES AND MORE”.

ITEM 4. MINE SAFETY DISCLOSURE

Not Applicable.

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PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY

On November 7, 2008, the Company’s common stock began trading on the OTC Bulletin Board under the symbol “BTWO.” On February 27, 2012 the Company’s trading symbol was changed to “CLCN.” Prior to that date, there was no established trading market for the Company’s common stock.

Shown below is the range of high and low quotations for the Company’s common stock for the periods indicated as reported by the OTC Bulletin Board. The market quotations reflect inter-dealer prices, without retail mark-up, markdown or commissions and may not necessarily represent actual transactions.

Quarter Ending	High		Low
12/31/12	$	0.75	$	0.50
03/31/13	$	0.85	$	0.50
06/30/13	$	0.65	$	0.55
09/30/13	$	1.95	$	0.60

12/31/13	$	1.90	$	1.51
03/31/14	$	1.81	$	1.55
06/30/14	$	3.04	$	1.55
09/30/14	$	2.70	$	1.92

As of December 31, 2014, the Company had 11,829,409 outstanding shares of common stock and 138 shareholders of record.

Holders of common stock are entitled to receive dividends as may be declared by the Board of Directors. The Company’s Board of Directors is not restricted from paying any dividends but is not obligated to declare a dividend. No dividends have ever been declared and it is not anticipated that dividends will be paid in the foreseeable future.

The Company’s Articles of Incorporation authorize its Board of Directors to issue up to 10,000,000 shares of preferred stock. The provisions in the Articles of Incorporation relating to the preferred stock allow the Company’s directors to issue preferred stock with multiple votes per share and dividend rights which would have priority over any dividends paid with respect to the holders of the Company’s common stock. The issuance of preferred stock with these rights may make the removal of management difficult even if the removal would be considered beneficial to shareholders generally, and will have the effect of limiting shareholder participation in certain transactions such as mergers or tender offers if these transactions are not favored by the Company’s management. As of September 30, 2014 there are no shares of preferred stock issued or outstanding.

On June 23, 2014, the Company agreed to issue 60,000 shares of its common stock over several quarters for payment relating to a commission incentive for Master Franchise sales. The total value of the 60,000 shares at the date of the agreement was $147,600 (60,000 shares times $2.46). This value was expensed as Commission Expense and set up as Accrued Liability. The first 20,000 shares were issued on July 29, 2014 with the respective $49,200 being charged to the Accrued Liability leaving a balance of $98,400.

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The Company has relied upon the exemption provided by Section 4(a)(2) of the Securities Act of 1933 with respect to the sale or issuance of the shares of its common stock. The persons who acquired these securities were sophisticated investors and were provided full information regarding the Company’s business and operations. There was no general solicitation in connection with the offer or sale of these securities. The persons who acquired these securities acquired them for their own accounts. The certificates representing these securities bear a restricted legend providing that they cannot be sold unless pursuant to an effective registration statement or an exemption from registration.

ITEM 6. SELECTED FINANCIAL DATA

Not applicable.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This section and the other parts of this Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally use words such as “expect,” “foresee,” “anticipate,” “project,” “estimate,” “forecast” and similar expressions, and reflect our expectations concerning the future. Such statements are made based on known events and circumstances at the time of publication, and as such, are subject in the future to unforeseen risks and uncertainties. It is possible that our future performance may differ from current expectations expressed in these forward-looking statements, due to a variety of factors such as: foreign and domestic competitors; the ability to continue introducing our services in new areas; domestic and foreign governmental and public policy changes; protection and validity of patent and other intellectual rights; the successful integration of strategic concept offerings and acquisitions; and, the cyclical nature of the business and economic market. We undertake no duty to update forward-looking statements, except as required by law.

The following discussion and analysis should be read in conjunction with the consolidated financial statements and notes thereto included elsewhere in this Form 10-K/A. All information presented herein is based on the Company’s fiscal calendar. Unless otherwise stated, references to particular years, quarters, months or periods refer to the Company’s fiscal years ended in September and the associated quarters, months and periods of those fiscal years.

Outlook

The Company saw another year of significant growth in the sales of franchises in fiscal year 2014, expanding from 395 to 618 franchises sold with its two brands in operation, resulting in increased revenues from franchise fees, including international growth and exposure. In addition, with franchisees being in the system longer, there were significant increases in royalty fees.

As a result of this growth, the Company experienced a significant increase in liquidity and expects all of these trends to continue into the next fiscal year.

The following discussion and analysis should be read in conjunction with the audited financial statements and notes thereto contained in this report.

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Results of Operations

Material changes of items in the Company’s Statement of Operations for the year ended September 30, 2014 as compared to the same period in the prior year are discussed below.

			Thousands
Item		Increase (I)Decrease (D)	FYE 09/30/14		FYE 09/30/13		Amount (000's)		Amount %			Reason
Revenue	Franchise Fees	I	$	5,787	$	3,700	$	2,087		56	%	The Company sold 231 (BFK 210 and CI 21), domestic and international franchises in the fiscal year 2014, compared to 190 (BFK 175 and CI 15) in 2013. The average fee the Company received for the franchise in 2014, was approximately $25,500 compared to approximately $19,500 in 2013. The slight increase in the average fee was due to the fact that during 2013 the Company sold multiple BKF franchises at a discount to the typical franchise fee of $25,900. The Company sold 11 Master Franchises during fiscal year 2014 at an average price of $121,000 versus 3 sales of Master Franchises in fiscal year 2013 at a average price of $82,000.

	Royalty Fees	I	$	1,845	$	996	$	849		85	%	Royalty fees increased by $849,000 in the fiscal year 2104 from 2013. The Company expects Royalty fees will continue to grow with the increase in the number of franchisees and the increase in the amount of time each franchisee has been in the system. The Royalty fees for BFK is 7% of revenues with a minimum of $1,500 per quarter, with slight variations based on the territory. The Royalty fees for CI is 7% of revenues with a minimum of $900 per quarter, with slight variations based on the territory.

Expenses	Advertising	I	$	917	$	455	$	462		102	%	This reflects an increases by the Company in lead advertising as well as promotion in current and new franchise territories. Print material include: Delta Sky, Double Duty Divas, Franchise Catalog.

	Commissions and Consulting	I	$	2,315	$	1,723	$	592		34	%	The Company pays a commission of 25% of the franchisee fee for the sale of a new territory and 20% for subsequent sales to an individual. Commissions and Consulting increased as a result of the payments due on the successful establishment of a franchisee. With the 229 additional active territories in the current year that accounted for the 35% increase. The Company used outside consulting services to develop and design Franchise support materials including: Franchise operating and procedure manuals, Franchise presentation and promotional materials, development of an on-site training program for Franchisee training. This development program commenced and was front-loaded in Fiscal Year 2013. As the development was completed the expenses in Fiscal Year 2014 declined by $140,000.

	Franchisee Exp	I	$	503	$	272	$	231		85	%	This an increase in Franchisees Support, Lego Franchisee Kit Exp., Training, and Other. The Company participates with Franchisee's in local recruiting and with the additional number the support in this expense increased $91,000. In addition the Company had an increase in Lego Franchisee expenses for the FYE 9/30/14 of $108,000.

	Salaries/Wages	I	$	1,105	$	540	$	565		105	%	This reflects a doubling of the staff from 11 to 22 employees. The areas that required increase to support the growth of Franchisee's was: Franchisee Support, Legal, Marketing, and Accounting.

	Professional Fees	I	$	266	$	98	$	168		171	%	The Company had an increase in Legal Fees of $110,000 associated with a more aggressive move into the international market. The balance of the increase is related to ongoing business activity.

	Office Expense	I	$	295	$	159	$	136		86	%	The Company experienced an increase in Office Expenses in support of the increase in business activity and double the size of the staff over the prior year.

	General and Administrative	I	$	821	$	389	$	432		111	%	The Company experienced an increase in General and Administrative expenses due to the additional leased facilities, additional travel to support franchisees and repair & maintenance for the facility.

Other Expenses	Legal Settlement	I	$	106,250	$	-	$	106,250		100	%	The Company entered into a settlement agreement with Sew Fun LLC (SFLLC) to terminate all financial obligations between the parties. The Company is to issue 85,000 shares of common stock to SFLLC as part of the agreement.

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Liquidity and Capital Resources

The Company’s primary source of liquidity is from cash generated through operations. Cash funds are used for on-going operating expenses, the purchase of equipment, property improvement, and software development. During the fiscal year ended September 30, 2014, the Company purchased property and equipment totaling approximately $119,000 and intangible property for $10,000. The Company used cash during the fiscal year ending September 30, 2014 to make payments on a legal settlement of $40,000 and repayment of a note of $26,632.

The Company experienced significant growth in the sales of franchises in fiscal 2014, and as a result of this growth, the Company had a significant increase in liquidity and expects this trend to continue into the next fiscal year.

As of September 30, 2014 the Company’s liabilities consisted primarily of trade payables and the franchisee funded Marketing Fund. The Company collects 2% of the franchisee gross revenues for a marketing fund, managed by the Company, to allocate towards national branding of the Company’s concepts to benefit the franchisees. The marketing fund amounts are accounted for as a liability on the balance sheet and the actual collections are deposited into a marketing fund bank account. Expenses pertaining to the marketing fund activities are paid from the marketing fund and reduce the liability account. The Marketing Fund liability is actually offset with the matching amount of cash in the Marketing Fund bank account.

Other than as disclosed above, the Company does not know of any (i) trends, demands, commitments, events or uncertainties that will result in, or that are reasonably likely to result in, any material increase or decrease in liquidity; or (ii) significant changes in expected sources and use of cash.

The financial statements which are included as part of this report, and in particular the Statement of Stockholders Equity, reflect the issuance of shares when certificates representing the shares are issued by the Company’s transfer agent. In contrast, in the text of this report shares are considered to be issued and outstanding when the Company’s board of directors has authorized the issuance of the shares and the consideration for the shares has been received.

Contractual Obligations

The Company entered into a Business Lease with Village Square at Palencia in July 2014, to lease unit 103B, Office Space 2, located at 701 Market Street, St. Augustine, Florida. The contract period is beginning August 1, 2014 and ending July 31, 2017. The monthly rent is $950.00.

The Company entered into a Business Lease with Village Square at Palencia in July 2014, to lease unit 114 located at 701 Market Street, St. Augustine, Florida. The contract period is beginning July 1, 2014 and ending June 15, 2019. The monthly rent is $1,425.00.

The Company entered into an agreement for the repurchase of territories in Nevada in December 2013. This repurchase agreement consisted of a note payable with a total due of $95,000 with monthly payments of $5,000 beginning in January 2014. The balance on the note at September 30, 2014 is $55,000.

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The following table summarizes the Company’s contractual obligations as of September 30, 2014:

	2015		2016		2017		2018		Total

Office Lease	$	28,500	$	28,500	$	26,600	$	17,100	$	100,700
Legal Settlement		55,000		-0-		-0-		-0-		55,000

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity or capital resources.

Related Party Transactions

Refer to Part III, Item 13 of this Form 10-K/A for disclosure regarding certain related party transactions, including a loan to an entity owned by one of the Company’s directors.

Critical Accounting Policies and Recent Accounting Pronouncements

Financial Instruments

The FASB Accounting Standards Codification (“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.

Long-Lived Assets

In accordance with ASC 350, Intangibles – Goodwill and Other, the Company regularly reviews the carrying value of intangible and other long-lived assets for the existence of facts or circumstances, both internally and externally, that may suggest impairment. If impairment testing indicates a lack of recoverability, an impairment loss is recognized by the Company if the carrying amount of a long-lived asset exceeds its fair value.

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Revenue Recognition

Revenue is recognized on an accrual basis after services have been performed under contract terms, the service price to the client is fixed or determinable, and collectability is reasonably assured.

Since these franchises are primarily a mobile concept and do not require finding locations or construction, the franchisees can begin operations as soon as they leave training. The franchise fees are fully collectible and nonrefundable as of the date of the signing of the franchise agreement, but the franchise fees are not recognized as revenue until initial training has been completed and when substantially all of the services required by the franchise agreement have been fulfilled by the Company in accordance with ASC Topic 952-605 Revenue Recognition-Franchisor. Royalties and marketing fees are recognized as earned.

Net earnings (loss) per share

ASC 260-10-45, “Earnings Per Share”, requires presentation of "basic" and "diluted" earnings per share on the face of the statements of operations for all entities with complex capital structures. Basic earnings per share are computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution that could occur if securities 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. When the company is in loss position, no dilutive effect is considered.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Variable Interest Entity

The Company follows the guidelines in FASB Codification of ASC 810 “Consolidation” which indicates "a legal entity that is deemed to be a business need not be evaluated by a reporting entity to determine if the legal entity is a Variable Interest Entity (“VIE")” unless any one of four conditions exist:

The reporting entity, its related parties, or both participated significantly in the design or redesign of the legal entity;

The legal entity is designed so that substantially all of its activities involve or are conducted on behalf of the reporting entity and its related parties;

The reporting entity and its related parties provide more than half of the total of the equity, subordinated debt, and other forms of subordinated financial support to the legal entity; or

The activities of the legal entity are primarily related to the securitizations or other forms of asset-backed financings or single-lessee leasing arrangements.

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A VIE is an entity that either (a) has insufficient equity to permit the entity to finance its activities without additional subordinated financial support or (b) has equity investors who lack the characteristics of a controlling financial interest. A VIE is consolidated by its primary beneficiary. The primary beneficiary has both the power to direct the activities that most significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive benefits from the entity that could potentially be significant to the VIE. If we determine that we have operating power and the obligation to absorb losses or receive benefits, we consolidate the VIE as the primary beneficiary, and if not, we do not consolidate. The Company has not identified any VIEs as of September 30, 2014.

Income Taxes

The Company accounts for income taxes pursuant to ASC 740, Income Taxes. Under ASC 740 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Recent Accounting Pronouncements

In July 2013, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (ASU 2013-11), to require that in certain cases, an unrecognized tax benefit, or portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward when such items exist in the same taxing jurisdiction. ASU 2013-11 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The Company does not believe the adoption of this standard will have a significant impact on the Company’s consolidated financial statements.

In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which amends the existing accounting standards for revenue recognition. ASU 2014-09 is based on principles that govern the recognition of revenue at an amount an entity expects to be entitled when products are transferred to customers. ASU 2014-09 will be effective for the Company beginning in its first quarter of 2017. Early adoption is not permitted. The new revenue standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. The Company is currently evaluating the impact of adopting the new revenue standard on its consolidated financial statements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS

Not applicable.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See the financial statements and accompanying notes included as part of this report.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

During the fiscal year ending September 30, 2014 the Company changed its outside audit company. The new audit firm is, Hartley Moore Accounting Corporation, Anaheim, CA. The prior audit firm was, Silberstein Unger, PLLC CPA’s and Business Advisors, Bingham Farms, MI.

ITEM 9A. CONTROLS AND PROCEDURES

An evaluation was carried out under the supervision and with the participation of management, including the Company’s Principal Executive Officer and Principal Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report on Form 10-K. Disclosure controls and procedures are procedures designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time period specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and is communicated to management, including the Company’s Principal Executive Officer and Principal Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, the Company’s Principal Executive Officer and Principal Financial Officer concluded that, because of the material weakness in the Company’s internal control over financial reporting described below and the failure to disclose in filings with the SEC from 2010 to 2013 that Brian Pappas, the Chief Executive Officer and a director of the Company, filed for bankruptcy under Chapter 7 of the U.S. Bankruptcy Code in October 2003 and was granted a discharge of indebtedness in January 2004, the Company’s disclosure controls and procedures were not effective as of September 30, 2014.

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of internal control over financial reporting. Internal control over financial reporting is a process designed by, or under the supervision of the Company’s Principal Executive Officer and Principal Financial Officer and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles and includes those policies and procedures that:

		(i)	pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

		(ii)	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

		(iii)	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures my deteriorate.

Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of September 30, 2014 based on criteria established in Internal Control – Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway commission, or the COSO Framework. Management’s assessment included an evaluation of the design of the Company’s internal control over financial reporting and testing of the operational effectiveness of those controls.

Based on this evaluation, management concluded that the Company’s internal control over financial reporting was not effective as of September 30, 2014 as a result of a material weakness primarily related to a lack of sufficient personnel with appropriate training and expertise in accounting principles generally accepted in the United States. As a result of this material weakness the Company (i) did not record all payables which were due at year end, (ii) did not record the impairment of certain assets, (iii) improperly capitalized a refund of franchisee fees and (iv) did not properly disclose certain related party transactions, including a loan to an entity owned by one of the Company’s directors, in the financial statements and notes thereto in the Original Form 10-K and Amendment No. 1 thereto.

Management’s Remediation Initiatives

In an effort to remediate the identified material weakness and other deficiencies and enhance the Company’s internal control over financial reporting, the Company increased its technical accounting expertise by engaging an outside accountant with public company reporting experience to assist with the Company’s technical accounting issues beginning in January 2015.

Management also believes that the appointment of one or more independent directors, including directors with requisite financial experience to serve on an audit committee, would remedy the lack of a functioning audit committee and the lack of a majority of outside directors on our Board of Directors. The Company is currently in discussions with potential independent directors to join the Board and an audit committee of the Board.

This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm as such attestation is not required for smaller reporting filers such as us pursuant to applicable SEC rules.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2014 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

On March 18, 2015, the Company determined that Rick Alder, the Company’s Controller, will fulfill the role of principal financial and accounting officer for the Company. Information concerning Mr. Alder is set forth below under Part III, Item 10, “Directors, Executive Officers and Corporate Governance.” Mr. Alder will continue to hold the title of Controller. The Company and Mr. Alder did not enter into any employment or award agreements in connection with Mr. Alder’s assumption of the role of principal financial and accounting officer.

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The Company’s executive officers and directors are listed below. Directors are generally elected at the annual shareholders’ meeting and hold office until the next annual shareholders’ meeting or until their successors are elected and qualified. Executive officers are elected by directors and serve at their discretion.

Name	Age	Position
Brian Pappas	64	Chief Executive Officer and a Director
Michelle Cote	47	Founder and a Director
Dan O’Donnell	47	Vice President of Operations and a Director
Rick Alder	65	Controller

Brian Pappas has been a Managing Member of BFK since its inception in May 2009 and became the Chief Executive Officer and a director of the parent company, Creative Learning Corporation when it acquired BFK in 2010. Mr. Pappas graduated from Colgate University in 1973 with a Bachelor of Arts degree in mathematics and music. Between 1981 and 1998 Brian Pappas owned and operated (with his brother Jeff), Together Development Corporation, which sold franchises under the trade name “Together Dating Service.” Mr. Pappas and his brother grew Together Development Corporation from 12 franchises to over 175 franchises which were located throughout the US, Canada, England, Netherlands and Germany. After Mr. Pappas sold Together Development Corporation in 1998 he opened Skater Paradise, Inc., which operated a chain of indoor skate parks in Massachusetts. After selling Skater Paradise, Inc. in 2004 Mr. Pappas, until April, 2009, provided consulting services, and in some instances acted as the franchise development director for Zen Massage Center, WeekDay Gourmet, Shape up Sisters, Digicom Specialties, The Online Outpost, and Auction-It-Today. Between 1981 and 1998 Mr. Pappas also co-owned and operated two advertising agencies, Cushing & Pappas and The Thought Process. In the spring of 2009, Mr. Pappas met with Michelle Cote, the founder of Bricks 4 Kidz®, and together they formed BFK in May 2009. Under Brian’s direction and leadership, the Company has grown to 603 franchises and 29 sub-franchises operating in the US and internationally as of March 13, 2015, and is expanding with the acquisition of two additional concepts and brands, Challenge Island® and Sew Fun®.

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Dan O’Donnell has been an officer and Vice President of Operations of CLC since April 15, 2010. Between October 2009 and his association with CLC, Mr. O’Donnell developed the Franchise Marketing Tool (FMT) for BFK, which is an essential component of the Bricks 4 Kidz® franchise model. The FMT has expanded with versions for each international franchise sold, as well as tailored to the two additional brands, Challenge Island® and Sew Fun®. Mr. O’Donnell attended the University of Pittsburgh at Titusville between August 1987 and May 1988 and Richard Bland College between August 1988 and May 1990. He began his career in 1994 when he developed and launched a computer education program for children called Computer Kids Unlimited in Pittsburgh. Between May 2000 and October 2009 Mr. O’Donnell was the Director of Franchise Operations for The Whole Child Learning Company, a franchisor of children’s educational services, where he was responsible for the oversight of all daily operational activities, franchisee training and ongoing franchisee support. In addition to him bringing the FMT to CLC, his success and experience in building, marketing and operating his own after school, education based program, as well as turning it into, and operating as a franchisor has been one of the foundations that has allowed CLC to grow quickly.

Michelle Cote founded Bricks 4 Kidz® in June, 2008 after developing curriculum and running after-school classes, camps and birthday parties using LEGO® since early 2008. She teamed with Brian Pappas in May of 2009 and co-founded BFK. She became a director of CLC when it acquired BFK in July 2010. In her capacity as “founder”, Ms. Cote advises the BFK operations in the areas of creative development and new programs. Prior to that time Ms. Cote worked for an architectural firm in St. Augustine, FL. Ms. Cote received her B.A. degree from Flagler College in St. Augustine in 1991 with a major in Spanish/Latin American studies and graduated Cum Laude.

Brian Pappas, Michele Cote and Dan O’Donnell’s longstanding relationship with the Company benefits the Company and its shareholders and qualifies them to be directors.

Rick Alder has served as the Company’s Controller since November 2014. Mr. Alder previously served as a consultant in financial reporting from July 2014 to October 2014 for DayMark Financial, LLC, and a consultant controller for Keystone Industries, LLC from September 2013 to June 2014. From April 2013 to August 2013, Mr. Alder served as a consultant to Positronic Global Connector Solutions, and from October 2012 to April 2013, Mr. Alder served as a consultant to SMG – Savor Jacksonville. Mr. Alder also served as a financial analyst for JP Morgan Chase from January 2012 to June 2012, and in the internal audit unit (special projects) in the Office of the Sheriff, Consolidated City of Jacksonville, from May 2011 to October 2011.

Board Structure

The Company does not have a compensation committee. The Company’s directors serve as its audit committee.

The Company’s directors are not independent directors as that term is defined in section 803 of the listing standards of the NYSE MKT. No director is a “financial expert” as that term is defined in the regulations of the Securities and Exchange Commission.

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Code of Ethics

The Company, subsequent to the date of filing of Amendment No. 1 to the Original Form 10-K, adopted a Code of Ethics applicable to its principal executive, financial and accounting officers and persons performing similar functions, as well as all directors and employees of the Company. A copy of the Code of Ethics is filed as Exhibit 14 to this Form 10-K/A and incorporated by reference herein.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16 of the Securities Exchange Act of 1934, as amended, requires our directors and executive officers and persons who own more than 10% of our outstanding common stock to file reports of ownership and changes in ownership of our common stock. Based solely upon a review of the copies of such reports furnished to the Company, and on written representations from the reporting persons, the Company believes that all required reports were filed on time with the SEC during fiscal 2014.

ITEM 11. EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table shows the compensation paid or accrued to the Company’s named executive officers during the years ended September 30, 2014 and 2013.

Name and Principal Position	Fiscal Year	Salary (1)		Bonus (2)		Stock Awards (3)		Option Awards (4)		All Other Compensation (5)		Total

Brian Pappas,	2014		117,500		35,000		--		--		305,989		458,489
Chief Executive Officer	2013		60,000		--		--		--		248,127		308,127

Michelle Cote,	2014		70,500		35,000		--		--		101,620		207,120
Founder	2013		--		--		--		--		137,000		137,000

Dan O’Donnell,	2014		117,500		35,000		--		16,180		85,300		253,980
Vice President of Operations	2013		60,000		--		--		3,306		108,000		171,306

(1)	The dollar value of base salary (cash and non-cash) earned.
(2)	The dollar value of bonus (cash and non-cash) earned.
(3)	The fair value of stock issued for services computed in accordance with ASC 718 on the date of grant.
(4)	The fair value of options granted computed in accordance with ASC 718 on the date of grant.
(5)	All other compensation: In January 2014 the Company established a 401(k) plan and instituted a dollar for dollar Company match of employee contributions, up to 4% of employee wages. During the fiscal year ended September 30, 2014 the Company contributed $5,300 to the 401(k) account of Mr. Pappas; $2,620 to the 401(k) account of Ms. Cote; and, $5,300 to the 401(k) account of Mr. O’Donnell. In addition, each of the named executive officers also receives commissions and consulting fees indirectly through entities controlled by such named executive officers, which entities have been established for tax and liability purposes. The Company has determined that such commissions and fees align the interests of the named executive officers with the interests of the Company and its stockholders by incentivizing the named executive officers to increase the number of franchises or, in the case of Mr. O’Donnell, continue providing services to the Company. See Item 13, “Certain Relationships and Related Transactions, and Director Independence.” Approximately 65.6%, 47.8% and 31.5% of 2014 compensation for each of Mr. Pappas, Ms. Cote and Mr. O’Donnell, respectively, represents commissions and consulting fees through entities controlled by such named executive officers, as follows:

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A. Brian Pappas for payments made to FranVentures, LLC (of which Brian Pappas is the Managing Director and a minority owner);

B. Michelle Cote for payments made to MC Logic, LLC (100% owned by Michelle Cote); and.

C. Dan O’Donnell for payments made to Leap Ahead Learning Company (100% owned by Dan O’Donnell).

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

The following table shows information regarding outstanding equity awards (consisting of option awards) held by each of the Company’s named executive officers as of September 30, 2014.

	Option Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#)Unexercisable		Option Exercise Price ($)		Option Expiration Date
Brian Pappas		--		--		--		--
Michelle Cote		--		--		--		--
Dan O’Donnell		25,000		--	$	0.60		12/31/15
		20,000		--	$	1.55		12/31/16

Employment Agreements. The Company has not entered into employment agreements with any of the named executive officers.

Long-Term Incentive Plans. The Company does not provide its officers or employees with pension, stock appreciation rights, long-term incentive or other plans.

Employee Pension, Profit Sharing or other Retirement Plans. The Company does not have a defined benefit, pension, profit sharing plan but does offer a 401(k) plan.

Compensation of Directors During Year Ended September 30, 2014. The Company does not compensate its directors for acting as such.

Compensation Committee Interlocks and Insider Participation.

The Company’s board of directors acts as its compensation committee. During the year ended September 30, 2014 each director participated in deliberations concerning executive officer compensation.

During the year ended September 30, 2014, none of the Company’s officers was a member of the compensation committee or a director of another entity, which other entity had one of its executive officers serving as one of the Company’s directors.

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table shows, as of December 31, 2014, information with respect to those persons owning beneficially 5% or more of the Company’s common stock and the number and percentage of outstanding shares owned by each Director and named executive officer and by all current executive officers and directors as a group. Unless otherwise indicated, each owner has sole voting and investment powers over their shares of common stock.

				Percent of
	Shares			Outstanding
Name and Address	Owned			Shares

Brian Pappas		1,929,429	(1)		16.3	%
701 Market St., Ste. 113
St. Augustine, FL 32095

Michele Cote		1,420,000	(2)		12.0	%
701 Market St., Ste. 113
St. Augustine, FL 32095

Dan O'Donnell		280,000	(3)		2.4	%
701 Market St., Ste. 113
St. Augustine, FL 32095

All current officers and directors as a group (4 persons)		3,629,429			30.6	%

(1)	Shares are held of record by FranVentures, LLC, a limited liability company managed by Mr. Pappas.
(2)	Shares are held of record by Cote Trading Company, LLC, a limited liability company controller by Ms. Cote.
(3)	Includes 45,000 shares issuable upon the exercise of vested stock options.

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Securities Authorized For Issuance Under Equity Compensation Plans

The following table contains information regarding our equity compensation plans as of September 30, 2014:

Plan Category	Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights		Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights		Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in the First Column)
Equity compensation plans approved by security holders
None		0	$	0		0
Equity compensation plans not approved by security holders
Options		120,000	$	1.15		0

Total		120,000				0

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

During the years ended September 30, 2014 and 2013, the Company incurred the following related party commissions and consulting fees:

	Commissions and Consulting
	Fiscal Years Ending September 30
Related Party	2014		2013
FranVentures, LLC⁽¹⁾	$	300,689	$	248,127
MC Logic, LLC⁽²⁾		99,000		137,000
Leap Ahead Learning Company⁽³⁾		80,000		108,000
Bottom Line Group⁽⁴⁾		209,284		163,034
Jeffrey Ball⁽⁵⁾		128,393		98,564

(1)	Brian Pappas, the Chief Executive Officer of the Company, is the Managing Director and a minority owner of FranVentures, LLC. FranVentures, LLC receives a 5% commission on all franchise sales by the Company pursuant to an arrangement established before the Company’s acquisition of BFK. This above amount also includes consulting fees. The related party payable was $16,594 at September 30, 2014.
(2)	MC Logic, LLC is 100% owned by Michelle Cote, who is a Director of the Company. MC Logic receives a $500 commission for each franchise sale by the Company pursuant to an arrangement established before the Company’s acquisition of BFK. This above amount also includes consulting fees. On October 23, 2013, the Company made a non-interest bearing loan in the amount of $125,000 to MC Logic, LLC, an entity wholly owned by Michelle Cote, one of the Company’s founders and a director of the Company. Later in the first quarter of fiscal 2014, management determined that the loan could be deemed a violation of Section 13(k) of the Exchange Act and Section 402 of the Sarbanes-Oxley Act and immediately sought repayment in full of the loan. MC Logic, LLC repaid the entire amount of the loan on December 30, 2013. During the year ended September 30, 2014 the Company paid MC Logic, LLC $20,000 for repayment of a loan payable to MC Logic, LLC. The related party payable was $1,500 at September 30, 2014.
(3)	Leap Ahead Learning company is 100% owned by Dan O'Donnell, who is a Director of the Company. The Company pays Leap Ahead Learning $5,000 per month for consulting services provided by Mr. O'Donnell , plus commissions. Not included above are travel and expense reimbursements paid of $49,879. There was no related party payable at September 30, 2014.
(4)	Bottom Line Group is owned by Jeff Pappas, a brother to Brian Pappas (payments include commissions and consulting fees reflected in the table above). The total commissions and consulting fees paid for the year ended September 30, 2013 was included in the September 30, 2013 statement of income under the caption franchise consulting and commission expense – other. Not included above are travel and expense reimbursements paid of $46,476 and $50,155 for the years ended September 30, 2014 and 2013, respectively. The related party payable was $24,140 at September 30, 2014.
(5)	Jeffrey Ball is related to Brian Pappas as son-in-law (payments include commissions and consulting fees reflected in the table above). The total commissions and consulting fees paid for the year ended September 30, 2013 was included in the September 30, 2013 statement of income under the caption franchise consulting and commission expense – other. Not included above are travel and expense reimbursements paid of $4,813 and $4,073 for the years ended September 30, 2014 and 2013, respectively. There was no related party payable at September 30, 2014.
(6)	Not included above is Michael Pappas (nephew to Brian Pappas) who received approximately $5,000 and $0 for the years ended September 30, 2014 and 2013, respectively, for consulting and commissions fees.

- 27 -

For each of Bottom Line Group and Jeffrey Ball, the commissions, consulting, and business expense reimbursements reflected in the table above relate to locating potential franchisees and other services to the Company. The Company enters into similar arrangements with third parties and considers such arrangements an important factor in the Company’s growth. The amounts paid to Bottom Line Group and Jeffrey Ball are substantially similar to amounts paid to unrelated third parties (which receive the majority of such payments), and the Board of Directors has approved the arrangements with Bottom Line Group and Jeffrey Ball on the basis that they substantially reflect terms negotiated at arms’ length with unrelated third parties. The standard commissions paid by the Company to Bottom Line Group, Jeffrey Ball and others are as follows: 1) 40% on the sale of a franchise territory developed through the brokers own resources; 2) 15% to 25% on the sale of an initial franchise territory developed through Company provided referrals; 3) 20% on the sale of a second franchise territory arranged at the same time as the initial franchise territory sale.

In July of 2013, the Company loaned $70,000 to AudioFlix, Inc., a related party entity. The loan was personally guaranteed by Brian Papas. The loan bears interest at 6%, payable monthly and is due and payable on July 1, 2015. The unpaid balance of the loan is convertible prior to July 1, 2015 into unrestricted shares of the common stock of AudioFlix, Inc. at a price of $0.35 per share.

Possible Sarbanes Oxley Violation

The extension of loans receivable to certain related parties could be deemed a violation of Section 13(k) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 402 of the Sarbanes-Oxley Act of 2002, which prohibit a public company from extending or maintaining credit or arranging for the extension of credit in the form of a "personal loan" to an executive officer or director.

On October 23, 2013, the Company made a non-interest bearing loan in the amount of $125,000 to MC Logic, LLC, an entity wholly owned by Michelle Cote, one of the Company’s founders and a director of the Company. Later in the first quarter of fiscal 2014, management determined that the loan could be deemed a violation of Section 13(k) of the Exchange Act and Section 402 of the Sarbanes-Oxley Act and immediately sought repayment in full of the loan. MC Logic, LLC repaid the entire amount of the loan on December 30, 2013, and there were no outstanding personal loans to executive officers or directors of the Company at September 30, 2014. Notwithstanding MC Logic, LLC’s prompt repayment in full of the loan, the loan may constitute a violation of Section 13(k) of the Exchange Act and Section 402 of Sarbanes-Oxley Act.

On March 18, 2015, the Board of Directors adopted a Code of Ethics which prohibits loans, which could be deemed a violation of Section 13(k) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 402 of the Sarbanes-Oxley Act of 2002, to any executive officer or director or companies controlled by officers and directors of the Company. The policy provides that “loans by the Company to, or guarantees by the Company of obligations of, any director or executive officer or their family members are expressly prohibited.” As disclosed elsewhere in this Annual Report on Form 10-K/A, management has determined that the Company’s internal control over financial reporting and disclosure controls and procedures were not effective as of September 30, 2014.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Silberstein Ungar PLLC served as the Company’s independent registered public accountant through the period ended March 31, 2014. Hartley Moore Accountancy Corporation served as the Company’s independent registered public accountant through the period beginning April 1, 2014 through FYE September 30, 2014.

Hartley Moore Accountants currently serve as the Company’s independent registered public accountants for the year ended September 30, 2014.

The following table shows the aggregate fees billed by Silberstein Ungar to the Company for the period shown.

	Year Ended September 30, 2013

Audit Fees	$	24,000
Audit-Related Fees		--
Tax Fees		--
All Other Fees		--

The following table shows the aggregate fees billed by Silberstein Ungar and Hartley Moore to the Company for the period shown.

	Year Ended September 30, 2014

Audit Fees	$	29,500
Audit-Related Fees		--
Tax Fees		--
All Other Fees		--

Audit fees represent amounts invoiced for professional services rendered for the audit of the Company’s annual financial statements, including the Form 10-K report, and the reviews of the quarter ending financial statements included in the Company’s Form 10-Q reports. Prior to contracting with Hartley Moore Accountants to render audit or non-audit services, each engagement was approved by the Company’s directors.

- 28 -

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Exhibits		Description

3.1.1		Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s registration statement on Form SB-2, File No. 333-145999).

3.1.2		Amendment to Certificate of Incorporation (incorporated by reference to Exhibit 3.1.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2010).

3.2		Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s registration statement on Form SB-2, File No. 333-145999).

10.1		Agreement relating to the acquisition of BFK Franchise Company (incorporated by reference to Exhibit 10.1 filed with the Company’s Current Report on Form 8-K dated July 2, 2010).

14*		Code of Ethics.

21*		Subsidiaries of the Company.

31.1*		Rule 13a-14(a) Certification of Principal Executive Officer.

31.2*		Rule 13a-14(a) Certification of Principal Financial Officer.

32.1**		Section 1350 Certification of Principal Executive Officer.

32.2**		Section 1350 Certification of Principal Financial Officer.

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

* Filed herewith.

** Furnished herewith.

- 29 -

Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders

Creative Learning Corporation

We have audited the accompanying consolidated balance sheet of Creative Learning Corporation as of September 30, 2014, and the related consolidated statements of operations, stockholders’ equity and cash flows for the year then ended. These consolidated financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Creative Learning Corporation as of September 30, 2014, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 14 to the consolidated financial statements, as of and for the year ended September 30, 2014, Creative Learning Corporation has restated the following: 1) consolidated balance sheets: accounts payable – related party previously reported as $0 should have been $42,234, accounts payable – third parties previously reported as $534,932 should have been $492,698; 2) consolidated statement of income: franchise consulting and commissions – related parties previously reported as $616,061 should have been $817,366, franchise consulting and commissions – other previously reported as $1,698,359 should been $1,497,054; and 3) consolidated statement of cash flows: accounts payable – related parties as previously reported as $(5,690) should have been $36,544, accounts payable – third party as previously reported as $358,269 should have been $316,035, issuance of loan to related party – MC Logic, LLC as previously reported as $0 should have been $(125,000), repayment of loan from related party – MC Logic, LLC as previously reported $0 should have been $125,000. This discovery was made subsequent to the issuance of the financial statements. The financial statements have been restated to reflect this correction.

We have also audited the related party disclosures relating only to Bottom Line Group, LLC and Jeff Ball as described in Note 14 that were made to restate the notes to the consolidated financial statements for the year ended September 30, 2013. In our opinion, such disclosures are appropriate and have been properly applied. We were not engaged to audit, review, or apply any procedures to the 2013 consolidated financial statements of the Company other than with respect to the additional related party disclosure and, accordingly, we do not express an opinion or any other form of assurance on the 2013 consolidated financial statements taken as a whole.

/s/ Hartley Moore Accountancy Corporation

Hartley Moore Accountancy Corporation

Irvine, California

January 30, 2015, except for Note 14, as to which the date is March 31, 2015

- 30 -

Silberstein Ungar, PLLC CPAs and Business Advisors

Phone (248) 203-0080

Fax (248) 281-0940

30600 Telegraph Road, Suite 2175

Bingham Farms, MI 48025-4586

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

Creative Learning Corporation

We have audited the balance sheet of Creative Learning Corporation as of September 30, 2013 and the related statements of operations, stockholders’ equity, and cash flows for the year then ended. These financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Creative Learning Corporation as of September 30, 2013, and the results of its operations and cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Silberstein Ungar, PLLC

Silberstein Ungar, PLLC

Bingham Farms, Michigan

January 11, 2014, except as to Note 12, as to which the date is June 4, 2014

- 31 -

CREATIVE LEARNING CORPORATION
Consolidated Balance Sheet

					September 30, 2014		September 30, 2013
					Restated
Assets
Current Assets:
	Cash				$	3,061,458	$	2,004,947
	Restricted Cash					180,009		—
	Accounts receivable, less allowance for doubtful accounts of $41,000 and $10,000, respectively					303,122		310,150
	Prepaid expenses					7,850		826
	Other receivables - current portion					126,339		94,301
	Income Tax Receivable					115,825		—
	Deferred tax asset					48,723		1,058
			Total Current Assets			3,843,326		2,411,282

Note receivable from related party						70,000		70,000
Other receivables - net of current portion						67,749		37,491
Property and equipment, net of accumulated depreciation of $98,238 and $60,073, respectively						322,659		294,863
Intangible assets						125,754		95,270
Deposits						11,425		15,000
			Total Assets		$	4,440,913	$	2,923,906

Liabilities and Stockholders’ Equity
Current Liabilities:
	Accounts payable:
		Related parties			$	42,234	$	5,690
		Third party				492,698		171,889
	Payroll accruals					—		13,105
	Unearned revenue					—		35,900
	Accrued stock based compensation					98,400		—
	Accrued marketing fund					180,009		100,754
	Customer deposits					96,737		120,001
	Income tax payable					—		13,131
	Deferred tax liability					5,550		—
	Notes payable:
		Related parties				—		20,000
		Other				2,225		3,560
	Legal settlement					161,250		—
			Total Current Liabilities			1,079,103		484,030
Notes payables - net of current portion						—		5,297
Long-term deferred tax liability						22,230		—
			Total Liabilities			1,101,333		489,327
				Commitment and Contingencies (Note 11)
Stockholders’ Equity:
		Preferred stock, $.0001 par value; 10,000,000 shares authorized; -0- and -0- shares issued and outstanding, respectively				—		—
		Common stock, $.0001 par value; 50,000,000 shares authorized;11, 829,409 and 11,809,409 shares issued and outstanding, respectively				1,183		1,181
		Additional paid-in capital				2,263,501		2,157,673
		Retained earnings				1,074,896		275,725
			Total Stockholders’ Equity			3,339,580		2,434,579
			Total Liabilities and Stockholders’ Equity		$	4,440,913	$	2,923,906

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

- 32 -

CREATIVE LEARNING CORPORATION
Consolidated Statements of Income

				For The Fiscal
				Years Ended
				Sept 30, 2014			Sept 30, 2013
				Restated

Revenues:
	Initial franchise fees			$	5,787,058		$	3,700,221
	Royalty fees				1,845,530			995,900
	Corporate Creativity Center sales				78,218			124,598
					7,710,806			4,820,719
Operating expenses:
	Franchise consulting and commissions:
		Related parties			817,366			746,226
		Other			1,497,054			976,776
	Franchise training and expenses				502,661			272,125
	Salaries and payroll taxes				1,104,738			539,982
	Advertising				917,429			455,108
	Professional fees				265,742			97,886
	Office expense				295,039			158,964
	Depreciation				39,915			30,267
	Stock based compensation				56,630			108,280
	Other general and administrative expenses				820,540			389,348
			Total operating expenses		6,317,114			3,774,962
			Income from operations		1,393,692			1,045,757
Other income (expense):
	Interest (expense)				(455	)		(4,882	)
	Gain on sale of intangible assets				18,335			—
	Loss on disposal of property and equipment				(56,629	)		—
	Legal settlement				(106,250	)		—
	Other income (expense)				61,563			(80,846	)
			Total other income (expense)		(83,436	)		(85,728	)
			Income before provision for income taxes		1,310,256			960,029
Provision for income taxes (Note 12)					511,085			12,073
Net Income				$	799,171		$	947,956
Net Income attributable to common stockholders per share
	Basic			$	0.07		$	0.08
	Weighted average number of common shares outstanding				11,812,861			11,675,102
	Diluted				0.07			0.08
	Weighted average number of common shares outstanding				11,870,018			11,678,873

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

- 33 -

CREATIVE LEARNING CORPORATION
Consolidated Statements of Cash Flows

						For the Fiscal Years Ended
						Sep. 30, 2014			Sep. 30, 2013
						Restated

Cash flows from operating activities:
	Net income					$	799,171		$	947,956
	Adjustments to reconcile net income to net cash provided by operating activities:
			Depreciation				39,915			30,267
			Change in allowance for doubtful accounts				31,000			11,036
			Loss on disposal of property and equipment				56,629			—
			Gain on sale of intangible assets				(18,335	)		(7,553	)
			Stock based compensation				56,630			—
			Stock based commission				147,600			—
			Write-off of materials purchased with legal settlement				26,300			—
			Write-off of Note Receivable				-			23,000
			Compensation equity issuances				-			108,280
			Changes in operating assets and liabilities:
				Restricted cash			(79,255	)		-
				Accounts receivable			(23,972	)		(125,703	)
				Prepaid expenses			(7,024	)		9,890
				Income tax receivable			(115,825	)
				Other receivables			(37,396	)		(28,778	)
				Deposits			3,575			17,619
				Deferred tax assets			(47,665	)		(1,058	)
				Accounts payable - Related Parties			36,544			—
				Accounts payable - Third Parties			316,035			(2,363	)
				Payroll accruals			(13,105	)		—
				Unearned revenue			(35,900	)		—
				Accrued liabilities			-			1,228
				Legal settlement			106,250			—
				Accrued marketing funds			79,255			10,599
				Deferred tax liability			27,780
				Customer deposits			(23,264	)		72,501
				Income tax payable			(13,131	)		13,131
				Accrued expenses			-			35,900
					Net cash provided by operating activities		1,311,812			1,115,952
Cash flows from investing activities:
	Acquisition of property and equipment						(118,340	)		(25,991	)
	Acquisition of intangibles						(10,000	)		(56,800	)
	Cash proceeds received on sale of Intangible assets						40,425			—
	Issuance of notes receivable - related party						-			(70,000	)
	Issuance of loan to related party – MC Logic LLC						(125,000	)		—
	Repayment of loan from related party – MC Logic LLC						125,000			—
					Net cash (used in) investing activities		(87,915	)		(152,791	)
Cash flows from financing activities:
	Repayment of notes payable - related parties						(20,000	)
	Repayment of notes payable						(6,632	)		—
	Payment of legal settlement						(40,000	)		—
					Net cash (used in) financing activities		(66,632	)		—
					Net change in cash		1,157,265			963,161
Cash, beginning of period less restricted cash of $100,754							1,904,193			1,041,786
Cash, end of period						$	3,061,458		$	2,004,947
Supplemental disclosure of cash flow information:
	Cash paid during the period for:
		Income taxes				$	533,031		$	—
		Interest				$	455		$	4,882
	Supplemental non-cash investing and financing activities:
		Intangible assets acquired with common stock issued				$	—		$	23,300
		Intangible assets acquired in legal settlement				$	62,700		$	—
		Intangible assets acquired by assumption of accounts payable				$	4,774		$	—
		Intangible assets sold with notes receivables				$	24,900		$	—
		Equipment acquired in legal settlement				$	6,000
		Materials acquired in legal settlement				$	26,300		$	—
		Common stock issued to settle note payable				$	—			20,000
		Reclassification of prepaid expenses				$	—			15,618

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

- 34 -

CREATIVE LEARNING CORPORATION

Consolidated Statement of Stockholders' Equity

					Additional		Retained
	Common Stock				Paid-in		Earnings
	Shares		Par Value		Capital		(Deficit)			Total

Balance, October 1, 2012		11,556,075		1,155	$	2,006,118	$	(672,230	)	$	1,335,044

Stock issued as payment on notes payables		10,000		1		9,999		-			10,000
Stock issued as payment on notes payables		10,000		1		9,999					10,000
Stock issued for business acquisition		35,000		3		17,497		-			17,500
Stock issued for business acquisition		10,000		1		5,799					5,800
Compensatory stock issuances		35,000		3		20,997					21,000
Compensatory stock issuances		5,000		1		2,999					3,000
Replacement of prior shares issued erroneously		66,667		7		38,660					38,667
Adjustment to correct share counts		66,667		7		29,993					30,000
Stock options expense						6,613					6,613
Compensatory stock issuances		15,000		2		8,999					9,000
Net income for the year ended September 30, 2013		—		—		—		947,955			947,955
Balance, September 30, 2013		11,809,409		1,181		2,157,673		275,725		$	2,434,579

Stock options expense						56,630					56,630
Compensatory stock issuances		20,000		2		49,198					49,200

Net income for the year ended September 30, 2014		—		—		—		799,171			799,171
Balance, September 30, 2014		11,829,409		1,183	$	2,263,501	$	1,074,896		$	3,339,580

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

- 35 -

CREATIVE LEARNING CORPORATION

Notes to Consolidated Financial Statements

September 30, 2014 and 2013

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

Nature of Organization

Creative Learning Corporation (“CLC” or the “Company”), formerly B2 Health, Inc., was incorporated March 8, 2006 in the State of Delaware. BFK Franchise Company LLC (“BFKF”) was formed in the State of Nevada on May 19, 2009. Effective July 2, 2010, CLC was acquired by BFKF in a transaction classified as a reverse acquisition. CLC concurrently changed its name from B2 Health, Inc. to Creative Learning Corporation. The financial statements represent the activity of BFKF from May 19, 2009 forward, and the consolidated activity of BFKF and CLC from July 2, 2010 forward. BFKF and CLC are hereinafter referred to collectively as the "Company".

In addition to the accounts of CLC and BFKF, the accompanying consolidated financial statements include the accounts of CLC’s subsidiaries, BFK Development Company LLC (“BFKD”) from November 25, 2009 (BFKD’s inception) forward, CI Franchise Company LLC (“CI”) from September 14, 2012 (CI’s inception) forward, and Sew Fun Franchise Company LLC (SF) from January 8, 2013 (SF’s inception) forward.

The registration statements for BFK Development Company LLC, CI Franchise Company LLC, and Sew Fun Franchise Company LLC do not have a termination date associated with the Life of the Organizations. Each of the above listed LLC’s has a single member, controlled 100% by the Company.

BFKF held a 50% ownership interest in BFKD from November 25, 2009 through October 2, 2010. On October 3, 2010, the BFKF acquired the 50% noncontrolling interest in BFKD. Immediately following the acquisition of the noncontrolling interest, BFKF transferred its 100% interest in BFKD to CLC.

Creative Learning Corporation operates wholly owned subsidiaries BFK FRANCHISE COMPANY, LLC, CI FRANCHISE COMPANY, LLC AND SEW FUN FRANCHISE COMPANY, LLC under the trade names Bricks 4 Kidz®, Challenge Island®, and Sew Fun Studios™ respectively, that offer children's enrichment and education franchises.

Basis of Presentation

This summary of significant accounting policies is presented to assist the reader in understanding and evaluating the Company’s financial statements. The financial statements and notes are representation of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.

The Company uses the accrual basis of accounting and is presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Company believes that the disclosures made are adequate to make the information presented not misleading. The information reflects all adjustments that, in the opinion of management, are necessary for a fair presentation of the financial position and results of operations for the periods set forth herein.

Principles of Consolidation

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Variable Interest Entity

	·	The reporting entity, its related parties, or both participated significantly in the design or redesign of the legal entity;

	·	The legal entity is designed so that substantially all of its activities involve or are conducted on behalf of the reporting entity and its related parties;

	·	The reporting entity and its related parties provide more than half of the total of the equity, subordinated debt, and other forms of subordinated financial support to the legal entity; or

	·	The activities of the legal entity are primarily related to the securitizations or other forms of asset-backed financings or single-lessee leasing arrangements.

Fiscal year

The Company operates on a September 30 fiscal year-end.

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, allowance for deferred tax assets, depreciation of property and equipment, amortization of intangible assets, 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.

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Cash and Cash Equivalents

The Company considers all highly liquid securities with original maturities of three months or less when acquired, to be cash equivalents. We had no cash equivalents at September 30, 2014 and 2013.The Company had cash of $3,061,458 and $2,004,947 as of September 30, 2014 and 2013, respectively.

The Company has restricted cash of $180,009 at September 30, 2014 and $100,754 at September 30, 2013 associated with a marketing funds collected from the franchisee’s. Per the franchise agreements a marketing fund of 2% of revenues is collected and held for promotion of the brand. (see note 6)

The Company has one operating account with Wells Fargo that exceeds the $250,000 FDIC limit by $2,748,000. The Company is confident the asset is secure based upon our history with and the stability of the institution.

Accounts Receivable

The Company reviews accounts receivable periodically for collectability and establishes an allowance for doubtful accounts and records bad debt expense when deemed necessary. The Company records an allowance for doubtful accounts 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 are written off against the allowance after all attempts to collect a receivable have failed. The Company believes its allowance for doubtful accounts as of September 30, 2014 and 2013 are adequate, but actual write-offs could exceed the recorded allowance. At September 30, 2014 and 2013, the Company’s allowance for doubtful accounts totaled $41,000, and $10,000, respectively. During the year ended September 30, 2014 and September 30, 2013 the value of accounts written-off to the reserve were approximately $12,000 and $0 respectively.

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.

Website development costs

The Company recognized the costs associated with developing a website in accordance with ASC 350-50 “Website Development Cost”. The website development costs are divided into three stages, planning, development and production. The development stage can further be classified as application and infrastructure development, graphics development and content development. In short, website development cost for internal use should be capitalized except content input and data conversion costs in content development stage.

Costs associated with the website consist primarily of website development costs paid to third parties. These capitalized costs will be amortized based on their estimated useful life over three years upon the website becoming operational. All capitalized web development cost are captured in property and equipment.

Fair Value of Financial Instruments

The carrying amounts of cash, accounts and notes receivable, prepaid expenses, property and equipment, intangible assets, deposits, and current liabilities approximate fair value because of the short-term maturity of these items. 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.

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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 nonrecurring 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.

Long-Lived Assets

The Company’s long-lived assets consisted of property and equipment, and intangible assets are reviewed for impairment in accordance with the guidance of the FASB Topic ASC 360, Property, Plant, and Equipment, and FASB ASC Topic 205, Presentation of Financial Statements. 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 on 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. However, there can be no assurances that demand for the Company’s products or services will continue, which could result in an impairment of long-lived assets in the future.

Revenue Recognition

Revenue is recognized on an accrual basis after services have been performed under contract terms, the service price to the client is fixed or determinable, and collectability is reasonably assured.

As of September 30, 2014 and 2013 the Company had $0 and $35,900 respectively in unearned revenue for franchise fees collected but not yet earned per the revenue recognition policy.

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Advertising Costs

Advertising costs are expensed as incurred. The Company incurred advertising costs for the years ended September 30, 2014 and 2013 of approximately $920,000 and $445,000, respectively.

Income Taxes

The provision for income taxes, income taxes payable 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.

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. 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 September 30, 2014 and September 30 2013, respectively, and has not recognized interest and/or penalties during the years ended September 30, 2014 and September 30, 2013, respectively, since there are no material unrecognized tax benefits. Management believes no material change to the amount of unrecognized tax benefits will occur within in the next 12 months.

The tax years subject to examination by major tax jurisdictions include the years 2011 and forward by the U.S. Internal Revenue Service, and the years 2010 and forward for various states.

Net earnings (loss) per share

Stock-based compensation

The Company accounts for employee and non-employee stock awards under ASC 718, Compensation – Stock Compensation, whereby equity instruments issued to employees for services are recorded based on the fair value of the instrument issued and those issued to non-employees are recorded based on the fair value of the consideration received or the fair value of the equity instrument, whichever is more reliably measurable.

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Recent accounting pronouncements

(2) Related Party Transactions

During the years ended September 30, 2014 and 2013, the Company incurred the following related party consulting fees and commission:

	Commissions and Consulting
	Fiscal Years Ending September 30
Related Party	2014 (Restated)		2013 (Restated)
FranVentures, LLC⁽¹⁾	$	300,689	$	248,127
MC Logic, LLC⁽²⁾		99,000		137,000
Leap Ahead Learning Company⁽³⁾		80,000		108,000
Bottom Line Group⁽⁴⁾		209,284		163,034
Jeffrey Ball⁽⁵⁾		128,393		98,564

__________________

(1)	Brian Pappas, the Chief Executive Officer of the Company, is the Managing Director and a minority owner of FranVentures, LLC. FranVentures, LLC receives a 5% commission on all franchise sales by the Company pursuant to an arrangement established before the Company’s acquisition of BFK. This above amount also includes consulting fees. The related party payable was $16,594 at September 30, 2014.
(2)	MC Logic, LLC is 100% owned by Michelle Cote, who is a Director of the Company. MC Logic receives a $500 commission for each franchise sale by the Company pursuant to an arrangement established before the Company’s acquisition of BFK. This above amount also includes consulting fees. During the year ended September 30, 2014 the Company paid MC Logic, LLC $20,000 for repayment of a loan payable to MC Logic, LLC. The related party payable was $1,500 at September 30, 2014.
(3)	Leap Ahead Learning company is 100% owned by Dan O'Donnell, who is a Director of the Company. The Company pays Leap Ahead Learning $5,000 per month for consulting services provided by Mr. O'Donnell , plus commissions. Not included above are travel and expense reimbursements paid of $49,879. There was no related party payable at September 30, 2014.
(4)	Bottom Line Group is owned by Jeff Pappas, a brother to Brian Pappas (payments include commissions and consulting fees reflected in the table above). The total commissions and consulting fees paid for the year ended September 30, 2013 was included in the September 30, 2013 statement of income under the caption franchise consulting and commission expense – other. Not included above are travel and expense reimbursements paid of $46,476 and $50,155 for the years ended September 30, 2014 and 2013, respectively. The related party payable was $24,140 at September 30, 2014.
(5)	Jeffrey Ball is related to Brian Pappas as son-in-law (payments include commissions and consulting fees reflected in the table above). The total commissions and consulting fees paid for the year ended September 30, 2013 was included in the September 30, 2013 statement of income under the caption franchise consulting and commission expense – other. Not included above are travel and expense reimbursements paid of $4,813 and $4,073 for the years ended September 30, 2014 and 2013, respectively. There was no related party payable at September 30, 2014.

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For each of Bottom Line Group and Jeffrey Ball, the commissions and consulting fees reflected in the table above relate to locating potential franchisees and other services to the Company. The Company enters into similar arrangements with third parties and considers such arrangements an important factor in the Company’s growth. The amounts paid to Bottom Line Group and Jeffrey Ball are substantially similar to amounts paid to unrelated third parties (which receive the majority of such payments), and the Board of Directors has approved the arrangements with Bottom Line Group and Jeffrey Ball on the basis that they substantially reflect commission agreements negotiated at arms’ length with unrelated third parties. The standard commissions paid by the Company are as follows: 1) 40% on the sale of a franchise territory developed through the brokers own resources; 2) 15% to 25% on the sale of an initial franchise territory developed through Company provided referrals; 3) 20% on the sale of a second franchise territory arranged at the same time as the initial franchise territory sale.

In June of 2013, the Company issued 50,000 stock options (25,000 each to an officer/director and an employee) at an option price of $0.60 per share, with an expiration date of December 31, 2015, resulting in a $6,612 stock option expense to the Company using the Black Scholes model, see note 9.

In February of 2014, the Company issued 70,000 stock options (20,000 each to two officers and 10,000 each to three employees) at an option price of $1.55 per share, with an expiration date of December 31, 2016, resulting in a $56,630 stock option expense to the Company using the Black Stoles model. See note 9.

During the years ended September 30, 2014 and 2013, Michael Pappas, nephew to Brian Pappas received approximately $5,000 and $0, respectively, of commissions and consulting fees.

In addition, the Company made a loan to an entity owned by one of the Company’s directors on October 23, 2013, which loan was repaid in full on December 30, 2013. See note 14.

(3) Property and Equipment

Property and equipment consisted of the following:

	Year End			Year End
Description	September 30, 2014			September 30, 2013

Equipment	$	44,930		$	33,109
Furniture & Fixtures		75,351			57,654
Property Improvement		233,615			233,615
Software		30,558			30,558
Total Depreciable Assets	$	384,454		$	354,936
Accumulated Depreciation		(98,238	)		(60,073	)
NBV Fixed Assets	$	286,216		$	294,863
Work In Progress (1)		36,443			-
	$	322,659		$	294,863

(1)	This is website development and is expected to be completed June 2015 at total cost of $45,000.

Depreciation expense totaled $39,915 and $30,267, respectively, for the years ended September 30, 2014 and 2013.

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(4) Intangible Assets

As of September 30, 2014, the Company had $125,754 of intangible assets, consisting of a second and a third franchise concept and trademarks for $25,250 and $23,300, respectively, under developing subsidiaries called CI Franchise Company LLC (Challenge Island) and Sew Fun Franchise Company LLC. Also included is a net change of $30,484 as the result of the repurchase of three BKF franchises and sale of one BKF franchises in Nevada, Texas, and Missouri.

As of September 30, 2013, the Company had $95,270 of intangible assets, consisting of a second and a third franchise concept and trademarks for $25,250 and $23,300, respectively, under newly created subsidiaries called CI Franchise Company LLC (Challenge Island) and Sew Fun Franchise Company LLC, a $40,000 purchase of a Franchisee territory in Denver, and $6,720 for the purchase of a partial Franchisee Territory in Texas.

Balance October 1, 2012	46,720
Additions		48,550
Disposals		-
Balance September 30, 2013		95,270
Additions		77,474
Disposals		(46,990	)
Balance September 30, 2014		125,754

(5) Notes and Other Receivables

In July of 2013, the Company issued a $70,000 loan to a related party company, personally guaranteed by the related party, at 6% interest, monthly interest only payments and fully due and payable by July 1, 2015. The Note is convertible up to the maturity date to unrestricted shares in the related party company for any unpaid balance at $0.35 per share. As of September 30, 2014 the $70,000, per the agreement is outstanding.

At September 30, 2014 and 2013 respectively, the Company held certain other receivables totaling $194,088 and $131,792 respectively for extended payment terms of franchise fees, generally non-interest bearing notes with monthly payments, payable within one to two years, and Foreign Tax Credits at September 30, 2014 of $22,729.

		2015				2016				Total
Payment schedules for Notes And Other Receivables		$	126,339			$	67,749			$	194,088

(6) 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.

The marketing fund amounts are accounted for as a liability on the balance sheet and the actual collections are deposited into a marketing fund bank account. Expenses pertaining to the marketing fund activities are paid from the marketing fund and reduce the liability account.

As of September 30, 2014 and 2013, the accrued marketing fund liability balances were $180,009 and $100,754 respectively.

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(7) Notes Payable

Note dated September 2012

In September of 2012, the Company issued a non-interest bearing promissory note of $40,000 to a related party for consulting services payable by issuance of 40,000 shares of the Company’s common stock. As of September 30, 2014 and 2013, the remaining balance on this promissory note was $0 and $20,000, respectively. During the year ended September 30, 2013, payments of $20,000 were made with the issuance of common stock. During the year ended September 30, 2014, payments of $20,000 cash were made.

Deferred commission note payable

As of September 30, 2014 and September 30, 2013, the Company owed respectively $2,225 and $8,857 in deferred commission payments, non-interest bearing, payable in monthly payments, on deferred payment schedules related to extended payment terms of Franchise Fees.

(8) Common Stock Issuances

During the year ended September 30, 2013, the Company issued 20,000 shares of its common stock for partial payment of a promissory note to a related party at the stated price valued at $20,000 at the stated price in the promissory note of $1.00 per share.

During the year ended September 30, 2013, the Company had two issuances of 35,000 and 10,000 shares of its common stock related to the acquisition of a third Franchise concept valued at $17,500 or $0.50 per share and $5,800 or $0.58 per share, respectively.

During the year ended September 30, 2013, the Company had three issuances of 35,000, 5,000 and 15,000 shares of its common stock in exchange for consulting services, valued at $21,000, $3,000 and $9,000, respectively, or at $0.60 per share.

During the year ended September 30, 2013, the Company, as a gesture of good will, issued 66,667 shares of its common stock to an individual investor who had purchased stock in a prior year in a pass through arrangement with a third party company that did not fulfill their commitment to transfer the stock. It was determined there was no recourse with the third party company, and the shares were issued at a Fair Market Value of $38,667 or $0.58 per share. Related to this transaction, an adjustment was made to the Company issued share count of an additional 66,667 shares that were also issued to the third party company in the prior year in error. The Company was awaiting their return and cancellation. Without recourse with the third party company, these 66,667 shares were recorded at a fair value of $30,000 or $0.45 per share based on the value on the date of the original issue.

On June 23, 2014, the Company agreed to issue 60,000 shares, over several quarters, of its common stock for payment relating to a commissions earned for Master Franchise sales at such date. The total value of the 60,000 shares at the date of the agreement was $147,600 (60,000 shares times the fair value of $2.46 per share). The Company recorded the full fare value to Commission Expense and recorded a liability under accrued stock based compensation in the accompanying consolidated statement balance sheet. The first 20,000 shares were issued on July 29, 2014 with the respective $49,200 being re-classed to common stock and additional paid in capital with remaining balance of $98,400 recorded under accrued stock based compensation at September 30, 2014.

(9) Stock Options and Warrants

Employee stock options

The Company accounts for employee stock options under ASC 718, Compensation – Stock Compensation, whereby option costs are recorded based on the Black-Scholes option pricing model. Unless otherwise provided for, the Company covers option exercises by issuing new shares.

On July 1, 2013, the Company issued 50,000 common stock purchase options (25,000 each to an employee and to an officer/director), allowing the holders to purchase one share of common stock per option, exercisable at $.60 per share with an expiration date of December 31, 2015. At September 30, 2014 these share options were still outstanding. The fair value of the option grants were estimated on the date of grant using the Black-Scholes option pricing model.

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On February 3, 2014, the Company issued 70,000 common stock purchase options (20,000 each to two officers and 10,000 each to three employees) allowing the holders to purchase one share of common stock per option, exercisable at $1.55 per share with an expiration date of December 31, 2016. These options were fully vested on October 1, 2014. At September 30, 2014 these share options were still outstanding. The fair value of the options grants were estimated on the date of grant using the Black-Scholes option pricing model. The company incurred and recorded compensation expense of $56,630 for the year ended September 30, 2014 and $6,613 for the year ended September 30, 2013.

Creative Learning Corporation

Stock Options

Description	Number of Shares		Weighted Average Exercise Price		Expiration Date	Aggregate Intrinsic Value
Outstanding October 1, 2012		-					-

Granted July 1, 2013		50,000		0.60	12/31/15	$	-
Outstanding 09/30/2013		50,000		0.60		$	-
Granted February 3, 2014		70,000		1.55	12/31/16	$	-
Outstanding 09/30/2014		120,000		1.15			-
Exercisable at September 30, 2014		50,000
Expected to vest at September 30, 2014		120,000

The Company recognized stock compensation expense as follows:

	Year Ended		Year Ended
	September 30 2014		September 30 2013

Stock Option Expense	$	56,630	$	6,613

No additional stock based compensation is to be recognized on these stock options.

The fair value of the options granted during the various periods was estimated at the date of grant using the Black-Scholes option-pricing model and the following assumptions:

	2014			2013
Year Options were granted
Market value of stock on grant date	$	1.55		$	0.60
Risk-free interest rate		.30	%		.61	%
Dividend Yield		0	%		0	%
Volatility Factor		100	%		36	%
Weighted average expected life		2 years			2 years
Expected forfeiture rate		0	%		0	%

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Fair value is generally based on independent sources such as quoted market prices or dealer price quotations. To the extent certain financial instruments trade infrequently or are non-marketable securities, they may not have readily determinable fair values. The Company estimated the fair value of the options using a Black Scholes option pricing model and available information that management deems most relevant. The stock price is the closing price of the Company’s stock on the valuation date; the risk free interest rate is based on the U.S. Government Securities rate for 2 year maturities on the date of issuance; the volatility is a statistical measure (standard deviation) of the tendency of the Company’s stock price to change over time; the exercise price is the price at which the Options can be purchased by exercising prior to its expiration; the dividend yield is not applicable due to the Company not intending to declare dividends; the contractual life is based on the average exercise period of the Options; and the fair market value is value of the options based on the Black Scholes model on the valuation date.

(10) Franchise Operations

The Company supported independently owned franchises and sub-franchises located in 41 states, the District of Columbia, Puerto Rico, 9 Canadian provinces and 34 other countries as of September 30, 2014. The following is a summary of the annual franchise activity:

	BFK Franchise Company LLC
	September 30
	2014			2013
Franchises in Operation – beginning of year		380			210
Franchises sold during the year		210			175
Franchises cancelled, terminated or repurchased during the year		(6	)		(5	)
Franchises in operation – end of year		584			380

	CI Franchise Company LLC
	September 30
	2014			2013
Franchises in Operation – beginning of year		15			–
Franchises sold during the year		21			15
Franchises cancelled, terminated or repurchased during the year		(2	)		–
Franchises in operation – end of year		34			15

Franchises are required to pay the Company an initial franchise fee, royalty fees and a marketing fee. The marketing fee is 2% of gross sales, and the current royalty fee is 7% of gross sales. A limited number of earlier agreements set the royalty fee at 5% if they opened a Creativity Center, but is not in the current agreements.

(11) Commitments and Contingencies

Lease Commitments

The following table summarizes the Company’s contractual lease obligations as of September 30, 2014:

		2015				2016				2017				Total
Lease of office space			28,500				28,500				26,600			$	83,600

Rent expense was $18,106 and $49,131, respectively, for the years ended September 30, 2014 and 2013.

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Legal

On September 27, 2013, BFK Franchise Company LLC was named as a co-defendant in a Complaint filed by a Franchisee in Nevada who had purchased three existing Las Vegas territories from other Franchisees. In December of 2013, without any further legal process, BFK Franchise Company LLC entered into a settlement with the Nevada Franchisee to purchase the three Las Vegas territories for $95,000. At the end of the fiscal year September 30, 2014 the outstanding balance of the note was $55,000. This obligation will be satisfied during the next 11 months.

		1.	As of January 1, 2015, all prior agreements between the parties are terminated and there are no further financial obligations between the parties.

		2.	By February 22, 2015, the trademarks “Sew Fun Parties” and “Sewing Lounge” will be reassigned to SFLLC. The trademark “Sew Fun Studios” will be retained by the Company.

		3.	No later than February 22, 2015, the Company will issue to the controlling person of SFLLC 85,000 shares of the Company’s common stock in satisfaction of all monetary claims.

		4.	No later than February 22, 2015, the Company will cooperate in taking steps to remove all legends and/or restrictions on the right to sell the 35,000 shares of the Company’s common stock (issued in December 2012 to the controlling person of SFLLC), or the 85,000 shares of the Company’s common stock referred to above.

		5.	By January 28, 2015, the Company will transfer the domain names “SEWFUNPARTIES.COM” and “SEWFUNPARTIES.NET” to SFLLC and will take reasonable steps to release the Facebook account “SEW FUN PARTIES AND MORE”.

As the events related to this settlement were known as of September 30, 2014, pursuant to ASC Topic 855 – Subsequent Events, the Company has accrued the estimated fair market value of the 85,000 shares of common stock to be issued pursuant to this legal settlement under “Legal Settlement” in the accompanying balance sheet at September 30, 2014. The estimated market value of the shares of common stock was $106,250 based on the trading price of the Company’s common stock on the date of the settlement and is recorded under legal settlements in the accompanying statement of income as of September 30, 2014.

(12) Income Taxes

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.

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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 September 30, 2014 and September 30, 2013, respectively, and has not recognized interest and/or penalties during the years ended September 30, 2014 and September 30, 2013, respectively, since there are no material unrecognized tax benefits. Management believes no material change to the amount of unrecognized tax benefits will occur within in the next 12 months.

The tax years subject to examination by major tax jurisdictions include the years 2010 and forward by the U.S. Internal Revenue Service, and the years 2009 and forward for various states.

	September 30, 2014			September 30, 2013
Deferred tax assets:
Short-term	$	48,723		$	1,058
Long-term		-0-			-0-
Total deferred tax asset	$	48,723		$	1,058

Deferred tax liabilities:
Short-term	$	(5,550	)	$	-0-
Long-term		(22,230	)		-0-
Total deferred tax liabilities	$	(27,780	)	$	-0-
Total deferred tax assets		48,723			1,058
Net deferred tax assets (liability)	$	20,943		$	1,058

The types of temporary differences between the tax basis of assets and their financial reporting amounts that give rise to a significant portion of the deferred assets and liabilities are as follows:

	September 30, 2014						September 30, 2013
	Temporary			Tax			Temporary		Tax
	Difference			Effect			Difference		Effect
Deferred tax assets:
Depreciation timing difference	$	-0-		$	-0-		$	3,084	$	1,058
Allowance for bad debt		41,000			16,195			-0-		-0-
Florida income tax		82,350			32,528			-0-		-0-

Total deferred tax asset		123,350			48,723			3,084		1,058

Deferred tax liabilities:
Depreciation timing difference		(70,329	)		(27,780	)		-0-		-0-
Total deferred liability		(70,329	)		(27,780)			-0-		-0-

Net deferred tax asset	$	53,021		$	20,943		$	3,084	$	1,058

The Income Tax expense for September 30, 2014, reflects the taxes due with taxable income of approximately $1,332,000. The tax year ending September 30, 2013 included a $907,000 NOL Carryforward with taxable income for the year of $64,000.

A current Income Tax Receivable is due for September 30, 2014 from the Federal Government and Florida State. This is the result of excess quarterly deposit made during the year.

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The components of the provisions for income taxes for fiscal years 2014 and 2013 are as follows:

		2014			2013
Current:
	Federal	$	459,964		$	10,884
	State		72,064			2,247
Total current provision			532,028			13,131

Deferred:
	Federal		(20,943	)		(1,058	)
	State		-			-
Total deferred provision			(20,943	)		(1,058	)
Total provision		$	511,085		$	12,073

The income tax provision differs from the amount which would result from the statutory federal income tax rate primarily as a result of state income taxes.

The income tax provision differs from that computed using the federal statutory rate applied to income before taxes as follows for fiscal years 2014 and 2013:

		2014						2013
		Amount			%			Amount			%
Provision at statutory rates		$	459,964			35.10	%	$	10,884			17.13	%
State income tax, net of federal benefit			72,064			5.50	%		2,247			3.54	%
Other temporary items
	Bad Debt		(16,195	)		-1.24	%		-
	Florida income tax		(32,528	)		-2.48	%
	Depreciation		27,780			2.12	%		(1,058	)		1.70	%
Other permanent items
Total income tax provision		$	511,085			39.01	%	$	12,073			19.00	%

(13) Earnings Per Share

FASB ASC Topic 260, Earnings Per Share, requires a reconciliation of the numerator denominator of the basic and diluted earnings (loss) per share (EPS) computations.

Basic earnings per share are computed by dividing the net earnings available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares are dilutive. Dilutive common stock equivalents at September 30, 2014 were stock options and stock to be issued under accrued stock based compensation. Dilutive common stock equivalents at September 30, 2013 were stock options.

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The following table sets for the computation of basic and diluted net income (loss) per share:

	Year ended September 30
	2014		2013
Net income attributed to common stockholders	$	799,171	$	947,956
Basic weighted average outstanding shares of common stock		11,812,861		11,675,102
Dilutive effect of common stock equivalents (options of 50,252 and stock of 6,905) as of September 30, 2014.		57,157		3,771
Dilutive weighted average common stock equivalents		11,870,018		11,678,873
Net earnings per share of common stock Basic	$	0.07	$	0.08
Net earnings per share of common stock Diluted	$	0.07	$	0.08

(14) Restatement and Additional Disclosures

Due to management not properly identifying related parties and transactions with such related parties, the previously issued consolidated financial statements of the Company as of and for the year ended September 30, 2014 have been restated. It was management’s determination that the Company had not properly presented and disclosed related party transactions in the previously issued consolidated financial statements. The disclosure of these previously unidentified related party transaction are made below and in note 2 above with the other related party disclosures that were made in Amendment No. 1 to the Original Form 10-K filed on February 2, 2015.

	Commissions and Consulting
	Fiscal Years Ending September 30
Related Party	2014		2013
Bottom Line Group⁽¹⁾		209,284		163,034
Jeffrey Ball⁽²⁾		128,393		98,564

_____________

(1)

Bottom Line Group is owned by Jeff Pappas, a brother to Brian Pappas (payments include commissions and consulting fees reflected in the table above). The total commissions and consulting fees paid for the year ended September 30, 2013 was included in the September 30, 2013 statement of income under the caption franchise consulting and commission expense – other. Not included above are travel and expense reimbursements paid of $46,476 and $50,155 for the years ended September 30, 2014 and 2013, respectively. The related party payable was $24,140 at September 30, 2014.

(2)

Jeffrey Ball is related to Brian Pappas as son-in-law (payments include commissions and consulting fees reflected in the table above). The total commissions and consulting fees paid for the year ended September 30, 2013 was included in the September 30, 2013 statement of income under the caption franchise consulting and commission expense – other. Not included above are travel and expense reimbursements paid of $4,813 and $4,073 for the years ended September 30, 2014 and 2013, respectively. There were no related party payable at September 30, 2014.

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The Company's total assets, liabilities, stockholders equity, income and operating expenses remained the same for the Fiscal Year Ended September 30, 2014.

The effects of the restatement regarding the reclassification of the amounts related to the previously unidentified related party transactions to the related party financial statement line items disclosed above and other corrections to correct previous amounts disclosed for related parties (as described below) on the Company's balance sheet, statement of income and cash flows as of and for the year ended September 30, 2014 is as follows:

Balance Sheet as of September 30, 2014

	As Previously		Effect of			As
	Reported		Restatement			Restated
Accounts Payable: Related parties	$	-	$	42,234		$	42,234
Accounts Payable: Third party	$	534,932	$	(42,234	)	$	492,698

Consolidated Statement of Income For the Fiscal Year Ended September 30, 2014

	As Previously		Effect of			As
	Reported		Restatement			Restated
Franchise consulting and commissions: Related Parties	$	616,061	$	201,305		$	817.366
Franchise consulting and commissions: Other	$	1,698,359	$	(201,305	)	$	1,497,054

Breakdown of restatements for franchise consulting and commissions

FranVentrues LLC *	$	289,061	$	11,628		$	300,689
MC Logic LLC *	$	244,000	$	(145,000	)	$	99,000
Leap Ahead Company *	$	83,000	$	(3,000	)	$	80,000
Bottom Line Group	$	-	$	209,284		$	209,284
Jeffrey Ball	$	-	$	128,393		$	128,393
	$	616,061	$	201,305		$	817,366

Consolidated Statement of Cash Flows For the Fiscal Year Ended September 30, 2014

	As Previously			Effect of			As
	Reported			Restatement			Restated
Accounts payable - Related parties	$	(5,690	)	$	42,234		$	36,544
Accounts payable - Third parties	$	358,269		$	(42,234	)	$	316,035

* The Company has restated, due to a correction of an error, these above amounts paid to previously identified related parties, as show above.

During the years ended September 30, 2014 and 2013, Michael Pappas, nephew to Brian Pappas received approximately $5,000 and $0, respectively, of commissions and consulting fees.

Possible Sarbanes Oxley Violation

Purchase of Challenge Island Assets

On September 14, 2012, the Company entered into an Agreement for Purchase and Sale of Assets (the “CI Agreement”) with Sharon Estroff pursuant to which the Company acquired all of Ms. Estroff’s assets relating to her Challenge Island business. Pursuant to the CI Agreement, the Company issued 25,000 restricted shares of the Company’s common stock to Ms. Estroff and committed to issue an additional 25,000 restricted shares of the Company’s common stock for each 25 Challenge Island franchises sold by CI, up to a maximum aggregate of 200,000 shares of the Company’s common stock. In addition, the Company paid Ms. Estroff a cash sum of $7,000, and Ms. Estroff retained certain rights to Challenge Island in specified locations in the state of Georgia. On November 11, 2014, the Company issued 25,000 shares of restricted stock to Kidsplorations LLC at the direction of Ms. Estroff pursuant to the terms of the CI Agreement after CI had sold 25 franchises. Such shares had a fair market value of $45,000 based on a closing price of $1.80 per share on November 14, 2014.

(15) Subsequent Events

We have evaluated the effects of all subsequent events from October 1, 2014 through the date the accompanying consolidated financial statements were available to be issued. Other that those set out above in note 14 and below, there have been no subsequent events after September 30, 2014 for which disclosure is required.

On January 23, 2015 the Company entered a mediated settlement to satisfy all monetary claims between Sew Fun LLC (SF) and the Company. See Note 11 – Commitments and Contingencies – Legalfor additional disclosure.

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SIGNATURES

In accordance with Section 13 or 15(a) of the Exchange Act, the Registrant has caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized on the 31st day of March 2015.

	CREATIVE LEARNING CORPORATION

	By:	/s/ Brian Pappas
		Brian Pappas,
		Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of l934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Brian Pappas	Chief Executive Officer and Director	March 31, 2015
Brian Pappas	(Principal Executive Officer)

/s/ Rick Alder	Controller	March 31, 2015
Rick Alder	(Principal Financial and Accounting Officer)

/s/ Michelle Cote	Director	March 31, 2015
Michelle Cote

/s/ Dan O’Donnell	Director	March 31, 2015
Dan O’Donnell

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