DWAY 10-Q Quarterly Report March 31, 2013

DRIVEITAWAY HOLDINGS, INC.

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PROXIES

DEF 14A

Filed on April 7, 2020

10-Q 1 clcn_10q.htm FORM 10-Q clcn_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x Quarterly Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2013

o Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from __________ to __________

Commission File Number: 000-52883

CREATIVE LEARNING CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		20-4456503
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

701 Market St., Suite 113

St. Augustine, FL 32095

(Address of principal executive offices, including Zip Code)

(904) 824-3133

(Issuer’s telephone number, including area code)

__________________________________________

(Former name or former address if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

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

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

Large accelerated filer	o	Accelerated filer	o

Non-accelerated filer	o	Smaller reporting company	x

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

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 11,710,242 shares of common stock as of April 30, 2013.

CREATIVE LEARNING CORPORATION

CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Quarter Ended March 31, 2013

CREATIVE LEARNING CORPORATION

Consolidated Financial Statements

(Unaudited)

TABLE OF CONTENTS

	Page
CONSOLIDATED FINANCIAL STATEMENTS

Consolidated balance sheets		4
Consolidated statements of operation		5
Consolidated statements of cash flows		6
Notes to consolidated financial statements		7

CREATIVE LEARNING CORPORATION

Consolidated Balance Sheets

(Unaudited)

	March 31,			September 30,
	2013			2012
Assets
Current Assets:
Cash	$	1,174,709			1,041,786
Accounts receivable, less allowance for doubtful
accounts of $12,000 and $12,000, respectively		266,299			195,493
Prepaid expenses		21,555			26,334
Other receivables		51,014			103,013
Total Current Assets		1,513,577			1,366,626
Property and equipment, net of accumulated depreciation
of $43,064 and $29,805, respectively		288,191			283,522
Intangible Assets		53,050			25,250
Deposits		13,537			32,619
Total Assets	$	1,868,355			1,708,017

Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable:
Related parties	$	6,240			16,771
Other		148,188			163,171
Payroll accruals		12,743			11,878
Accrued marketing fund		144,956			90,155
Customer deposits		67,479			47,500
Notes Payable:
Related parties		20,000			40,000
Other		—			3,500
Total Current Liabilities		399,606			372,975
Stockholders’ Equity:
Creative Learning Corporation 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;
11,621,075 and 11,556,075 shares issued and outstanding, respectively.		1,162			1,155
Additional paid-in capital		2,053,912			2,006,118
Retained earnings (Deficit)		(586,326	)		(672,231	)
Total Stockholders’ Equity		1,468,749			1,335,042
Total Liabilities and Stockholders’ Equity	$	1,868,355			1,708,017

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

CREATIVE LEARNING CORPORATION

Consolidated Statements of Operations

	(Unaudited)					(Unaudited)
	For The Three					For The Six
	Months Ended					Months Ended
	March 31,			March 31,		March 31,			March 31,
	2013			2012		2013			2012
Revenues:
Initial franchise fees	$	817,332		$	718,949	$	1,450,600		$	1,206,022
Royalties and marketing fees		229,743			50,728		379,277			95,074
Corporate Creativity Center Sales		30,352			32,550		60,553			76,589
		1,077,427			802,227		1,890,430			1,377,685
Operating expenses:
Franchise consulting and commissions:
Related parties		109,007			96,626		245,272			162,657
Other		335,323			188,074		531,492			341,670
Franchise training and expenses:
Related parties		—			3,149		—			10,899
Other		61,237			12,782		119,805			30,564
Salaries and payroll taxes		141,110			86,833		268,471			181,721
Advertising		134,176			42,094		194,625			106,383
Professional fees		37,576			72,022		65,314			126,400
Office expense		48,068			12,424		87,691			45,788
Depreciation		6,535			3,865		13,259			7,730
Stock-based compensation		—			—		—			8,800
Other general and administrative expenses		94,480			62,896		255,987			122,771
Total operating expenses		967,511			580,765		1,781,916			1,145,383
Income from operations		109,916			221,462		108,514			232,302
Other income (expense):
Interest (expense):		(1,861	)		—		(1,995	)		—


Other income (expense)		(20,613	)		749		(20,613	)		988
Total other income (expense)		(22,474	)		749		(22,608	)		988
Income before provision for
income taxes		87,442			222,211		85,906			233,290
Provision for income taxes (Note 11)		—			—		—			—
Net Income	$	87,442		$	222,211	$	85,906		$	233,290
Net Income per share
Basic and diluted	$	0.01		$	0.02	$	0.01		$	0.02
Weighted average number of common
shares outstanding..		11,574,825			11,395,741		11,574,825			11,395,471

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

CREATIVE LEARNING CORPORATION

Consolidated Statements of Cash Flows

(Unaudited)

	Six Months Ended
	March 31,			March 31,
	2013			2012
Cash flows from operating activities:
Net income	$	85,906		$	233,290
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation		13,259			7,730
Compensatory equity issuances		47,800			8,800
Changes in operating assets and liabilities:
Accounts receivable		(70,806	)		(194,167	)
Accounts payable		(25,514	)		(33,989	)
Accrued liabilities		866			1,157
Accrued marketing funds		54,801			39,171
Customer deposits		19,979			2,000
Deposits		19,082			—
Other receivables		51,999			(32,000	)
Prepaid Expenses		4,779			(24,276	)
Net cash provided by operating activities		202,151			7,716
Cash flows from investing activities:
Property and equipment purchases		(17,928	)		(36,445	)
Intangible asset purchases		(27,800	)
Repayment of Loan		—			(1,807	)
Net cash used in investing activities		(45,728	)		(38,252	)
Cash flows from financing activities:
Notes Payable		(23,500	)		—
Proceeds from sale of common stock		—			—
Net cash provided by financing activities		(23,500	)		—
Net change in cash		132,923			(30,536	)
Cash, beginning of period		1,041,786			517,830

Cash, end of period	$	1,174,709			487,294
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Income taxes	$	—			—
Interest	$	1,995			—
Non-cash investing and financing activities:
Common stock issued for services	$	47,800			8,800

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

CREATIVE LEARNING CORPORATION

(formerly B2 Health, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Creative Learning Corporation (formerly B2 Health, Inc.) was incorporated March 8, 2006 in Delaware. BFK Franchise Company LLC was formed in Nevada on May 19, 2009. Effective July 2, 2010 Creative Learning Corporation was acquired by BFK Franchise Company LLC in a transaction classified as a reverse acquisition. Creative Learning Corporation concurrently changed its name from B2 Health, Inc. to Creative Learning Corporation.. The Company, primarily through franchises, offers educational programs designed to teach principles of engineering, architecture and physics to children using Lego ® bricks. The Company may also engage in any other business that is permitted by law, as designated by the Board of Directors of the Company.

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements. All adjustments which are, in the opinion of management, necessary for a fair presentation of the results of operations for the interim periods have been made and are of a recurring nature unless otherwise disclosed herein. The results of operations for such interim periods are not necessarily indicative of operations for a full year.

Fiscal year

The Company employs a fiscal year ending September 30.

Principles of consolidation

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

Reclassifications

Certain amounts in the prior year’s consolidated financial statements have been reclassified to conform to the current year presentation. The reclassifications did not have any effect on the prior year net loss.

CREATIVE LEARNING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):

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. The Company had no cash equivalents at March 31, 2013 or September 30, 2012.

Accounts receivable

The Company reviews accounts receivable periodically for collectability and establishes an allowance for doubtful accounts and records bad debt expense when deemed necessary. At March 31, 2013 and September 30, 2012 the Company had $12,000 in its allowance for doubtful accounts.

Property and equipment

Property and equipment are stated at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets, currently set at five 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.

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.

Initial franchise fees are recognized upon the commencement of operations by the franchisee, which is when the Company has performed substantially all initial services required by the franchise agreement. Any unearned income represents franchise fees received for which the Company has not completed its initial obligations under the franchise agreement. Such obligations generally consist of site location assistance and training. Royalties and marketing fees are recognized as earned.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

CREATIVE LEARNING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):

Income tax

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

Advertising costs

Advertising costs are expensed as incurred. Advertising costs for the six month periods ended March 31, 2013 and 2012 were $194,625 and $106,383 respectively.

Net income 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.

Fair Value of Financial Instruments

The carrying amounts of cash, accounts receivable 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.

The FASB Accounting Standards Codification (“ASC”) 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:

CREATIVE LEARNING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):

Level 1:

Quoted prices in active markets for identical assets or liabilities.

Level 2:

Inputs other than quoted prices that are observable for an asset or liability. These include: quoted prices for similar assets or liabilities in active market; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market-corroborated inputs).

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, 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.

Note Payables

As of September 30, 2012, the Company owed a $40,000, non-interest bearing promissory note to a related party for Consulting Services payable in 2013 by issuance of 40,000 shares of the Company’s common stock. During this period between October 2012 and March 2013, 20,000 shares of common stock, valued at $1.00 per share, were issued in partial payment of this note payable.

Stock based compensation

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

Subsequent Events

In April of 2013 the Company, under BFK Franchise Company, sold 16 new US franchises, 3 new franchises in Canada, and one Master Franchise in Malaysia.

As of April 30, 2013, the first Corporate Creativity Center in Coral Springs converted to a mobile concept and the Company has been released from the lease for the Center retail space, reducing the Company’s contractual obligations.

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

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

Results of Operations

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.

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 to Creative Learning Corporation (“CLC”).

BFK, which conducts business under the trade name, BRICKS 4 KIDS ® , 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.

BFK operates through Corporate Creativity Centers and franchisees.

A Corporate Creativity Center is a store-front location, owned and operated by BFK, where BFK coordinates in school field trips, after school classes, parties, camps and other programs – as well as the retail sales of LEGO® merchandise.

BFK sold its first franchise in September 2009. Since that time BFK has:

·	opened two Corporate Creativity Centers in Florida; and

·	sold 306 additional franchises.

As of April 30, 2013 BFK, through its franchises, was operating in 39 states, the District of Columbia, Puerto Rico and 11 foreign countries.

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+.

The Company is in the process registering CI with state franchising regulators, and as of April 30, 2013, CI has completed registration in the State of California.

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.

The Company is in the process of registering SF with state franchising regulators, and as of April of April 30, 2013, no state registrations have been completed.

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

Material changes of items in the Company’s Statement of Operations for the six months ended March 31, 2013, as compared to the same period in 2012, are discussed below.

Item	Increase (I) or Decrease (D)	Reason

Revenues	I	Growth of business resulting in increased sales of franchises and an increase in royalties received from franchisees.

Operating Expenses	I	Growth in business.

Business Development	I	Startup of two new brands, Challenge Island and Sew Fun, an additional BFK segment called Bricks 4 Biz, and an additional, Corporate Creativity Center.

Other Expense	I	Write down of a Note Receivable as a result of a major territory restructuring.

Liquidity and Capital Resources

Sources and (uses) of funds for the six months ended March 31, 2013 and 2012 were as follows:

	Six months ended March 31,
	2013			2012

Cash provided by (used in) operations		202,151			7,716
Purchase of property and equipment		(17,928	)		(36,445	)
Purchase of intangible assets		(27,800	)		-
Loans (Repayment of loans)		(23,500	)		-

Between January 4, 2011 and March 31, 2013 the Company sold 1,026,405 shares of its common stock to private investors. The Company received $951,177 from the sale of these shares.

As of March 31, 2013 the Company’s fixed operating expenses (i.e. utilities, telephone, base salaries and office condominium payments) were approximately $115,000 per month. Variable expenses include legal, accounting, travel, advertising, franchise sales commissions, franchisee training and new franchisee fulfillment (i.e. materials supplied to new franchisees as part of their franchise purchase). Advertising expenses have been averaging $32,500 per month. Commissions, franchisee training, and new franchisee fulfillment expense are incurred only when a franchise is sold.

The Company anticipates that its capital requirements for the twelve-month period ending March 31, 2014 will be as follows:

General and administrative expenses	$	1,100,000
Marketing	$	360,000
Franchisee fulfillment	$	200,000
Commissions and consulting	$	1,100,000
Business development	$	150,000

As of March 31, 2013 the Company’s liabilities consisted primarily of trade payables.

Contractual Obligations

The following table summarizes the Company’s contractual Lease obligations as of March 31, 2013:

		2013				2014				2015				Total
Lease of, office space			9,800				10,800				2,700			$	23,300

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonable 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.

Outlook

Other than as disclosed above, the Company does not know of any trends, demands, commitments, events or uncertainties that will result in, or that are reasonably likely to result in, the Company’s liquidity increasing or decreasing in any material way.

Other than as disclosed above, the Company does not know of any significant changes in its expected sources and uses of cash

Critical Accounting Policies and Recent Accounting Pronouncements

See Note 1 to the Company’s financial statements included as part of this report for a discussion of the Company’s critical accounting policies and recent accounting pronouncements, the adoption of which may have a material effect on the Company’s financial statements.

Item 4. Controls and Procedures.

(a) The Company maintains a system of controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted under the Securities Exchange Act of 1934, as amended (“1934 Act”), is recorded, processed, summarized and reported, within time periods specified in the SEC's rules and forms and to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act, is accumulated and communicated to the Company’s management, including its Principal Executive and Financial Officer, as appropriate to allow timely decisions regarding required disclosure. As of March 31, 2013, the Company’s Principal Executive and Financial Officer evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on that evaluation, the Principal Executive and Financial Officer concluded that the Company’s disclosure controls and procedures were effective.

(b) Changes in Internal Controls . There were no changes in the Company’s internal control over financial reporting during the quarter ended March 31, 2013, that materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

PART II

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

Between January 4, 2011 and March 31, 2013 the Company sold 1,026,405 shares of its common stock to private investors. The Company received $951,177 from the sale of these shares.

During the three months ended March 31, 2013 the Company issued 45,000 shares of its common stock in connection with the acquisition of the Sun Fun franchise concept.

The Company relied upon the exemption provided by Section 4(2) of the Securities Act of 1933 with respect to the issuance of these shares. The persons who acquired these shares 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 the sale of these securities. The persons who acquired these shares acquired them for their own account. The certificates representing these shares bear a restricted legend providing that they cannot be sold except pursuant to an effective registration statement or an exemption from registration. No commission or other form of remuneration was given to any person in connection with the sale of these shares.

Item 6. Exhibits

Exhibits

31.1		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32		Certification pursuant to Section 906 of the Sarbanes-Oxley Act.

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

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	CREATIVE LEARNING CORPORATION

May 13, 2013	By:	/s/ Brian Pappas
		Brian Pappas, Principal Executive, Financial and Accounting Officer

TABLE OF CONTENTS

Note 1. Organization, Operations and Summary Of Significant Accounting Policies:Note 1. Organization, Operations and Summary Of Significant Accounting Policies (continued):Item 2. Management's Discussion and Analysis Of Financial Condition and Plan Of Operation Item Increase (i) Or Decrease (d) Reason Item 4. Controls and Procedures Part II Item 2. Unregistered Sales Of Equity Securities and Use Of Proceeds Item 6. Exhibits

DWAY 10-Q Quarter ended March 31, 2013