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 December 31, 2010

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


                              340 Paseo Reyes Drive
                             St. Augustine, FL 32095
                   -----------------------------------------
          (Address of principal executive offices, including Zip Code)


                                 (904)-825-0873
                                 --------------
                (Issuer's telephone number, including area code)

                                 B2 Health, INC.
                            7750 N. Union Blvd., #201
                           Colorado Springs, CO 80920
                    ---------------------------------------
          (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 [ ]

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 (ss.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 [ ] No [ ]

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   [ ]             Accelerated filer          [ ]
Non-accelerated filer     [ ]             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? [ ] No [ X ]

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:  10,831,770 shares of common stock as
of May 25, 2011.
<PAGE>



                          CREATIVE LEARNING CORPORATION

                        CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

                         Quarter Ended December 31, 2010




<PAGE>




                          CREATIVE LEARNING CORPORATION
                        Consolidated Financial Statements
                                   (Unaudited)

                                TABLE OF CONTENTS

                                                                          Page
                                                                          ----

         CONSOLIDATED FINANCIAL STATEMENTS

            Consolidated balance sheets                                     2
            Consolidated statements of operation                            3
            Consolidated statements of operation                            4
            Consolidated statements of cash flows                           5
            Notes to consolidated financial statements                     7-9


<PAGE>


                          CREATIVE LEARNING CORPORATION
                           CONSOLIDATED BALANCE SHEETS

                                                        Sept. 30,    Dec. 31,
                                                          2010         2010
                                                      ------------ ------------
                                                                   (Unaudited)
                              ASSETS
   Current assets
     Cash                                             $    27,271  $    24,256
                                                      ------------ ------------
       Total current assets                                27,271       24,256
                                                      ------------ ------------

     Fixed assets                                          41,743       48,100
     Less accumulated depreciation                           (589)      (2,875)
     Other assets                                           9,819        9,819
                                                      ------------ ------------
                                                           50,973       55,044
                                                      ------------ ------------
   Total Assets                                       $    78,244  $    79,300
                                                      ============ ============

            LIABILITIES & STOCKHOLDERS' EQUITY

   Current liabilities
     Accounts payable                                 $    39,700  $    48,395
     Note payable - rel. pty. - current
      portion                                                 650          650
     Notes payable - current portion                      200,000      200,000

     Debt discount                                        (19,630)           -
     Accrued interest payable                               6,350       12,473
     Due to shareholder                                     6,250        6,250
                                                      ------------ ------------
        Total current liabilities                         233,320      267,768
                                                      ------------ ------------
   Total Liabilities                                      233,320      267,768
                                                      ------------ ------------

   Stockholders' Equity
     Creative Learning Corporation
       stockholders' equity
      Preferred stock, $.0001 par value;
       10,000,000 shares authorized; none issued
       and outstanding                                          -            -
      Common stock, $.0001 par value;
       50,000,000 shares authorized;
       2,581,268 and 2,609,433
       respectively
       shares issued and outstanding                          258          261
      Additional paid in capital                          670,427      636,814
      Retained earnings (deficit)                        (771,027)    (825,543)
                                                      ------------ ------------
     Total Creative Learning Corporation                 (100,342)    (188,468)
      stockholders' equity

     Noncontrolling interest                              (54,734)           -
                                                      ------------ ------------
   Total Stockholders' Equity                            (155,076)    (188,468)
                                                      ------------ ------------
   Total Liabilities and Stockholders' Equity         $    78,244  $    79,300
                                                      ============ ============

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

                                       2
<PAGE>


                          CREATIVE LEARNING CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                           Three Months Ended Three Months Emded
                                              Dec. 31, 2009      Dec. 31, 2010
                                              -------------      -------------
   Revenues                                   $     127,984      $     287,937
   Cost of revenues                                       -                  -
                                              -------------      -------------
   Gross profit                                     127,984            287,937
                                              -------------      -------------
   Operating expenses:
     Advertising and promotions                      30,061             28,845
     Commissions                                     31,572             59,525
     Consulting                                      24,657             76,468
     Equipment rental                                   725                270
     Legal and professional                           3,220              9,094
     Office expense                                  10,058             22,494
     Rent                                             2,973             25,033
     Salaries and Wages                                   -             63,409
     Taxes and licenses                               1,765             12,817
     Telephone                                            -              2,394
     Training                                        10,510              3,000
     Travel and entertainment                         7,200             19,138
     Utilities                                            -              1,155
     Miscellaneous                                    1,555              3,050
     Depreciation                                         -              2,286
     Bad debts                                            -                  -
     Write off - goodwill                                 -                  -
     General and administrative                           -             21,262
                                              -------------      -------------
                                                    124,296            350,240
                                              -------------      -------------
   Gain (loss) from operations                        3,688            (62,303)
                                              -------------      -------------
   Other income (expense):
     Interest expense                                                   (6,473)
     Interest expense - debt discount                                  (19,630)
     Interest income                                                         -
     Other income                                                       33,890
                                              -------------      -------------
                                                          -              7,787
                                              -------------      -------------
   Income (loss) before provision for
    income taxes                                      3,688            (54,516)
   Provision for income tax                               -                  -
                                              -------------      -------------
   Net income (loss)                                  3,688            (54,516)
     Less: Net (income) loss attributable to
      noncontrolling interest                             -                  -
                                              -------------      -------------
   Net income (loss) attributable
     to Creative Learning Corporation         $       3,688      $     (54,516)
                                              =============      =============
   Net income (loss) per share (Creative
    Learning Corporation)
   (Basic and fully diluted)                  $        0.00      $       (0.02)
                                              =============      =============
   Weighted average number of
    common shares outstanding                     1,038,000          2,590,656
                                              =============      =============


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

                                       3
<PAGE>


                          CREATIVE LEARNING CORPORATION
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<S>                                  <C>             <C>        <C>           <C>         <C>            <C>             <C>

                                                                                     Stockholders'
                                                                                        Equity -
                                         Common Stock       Additional     Retained     Creative         Non-         Total
                                                   Amount     Paid in      Earnings     Learning     controlling   Stockholders'
                                   Shares (1)  ($.0001 Par)   Capital      (Deficit)   Corporation     Interest       Equity
                                  -----------   ----------  -----------  ------------  ------------  ------------  ------------


   Balances at September 30,
    2008                                  -     $       -   $        -   $         -   $         -   $         -   $         -
   Founders shares for cash       1,557,000           156       49,844                      50,000                      50,000
   Net income (loss) for the
    year                                                                       7,002         7,002                       7,002
                                  -----------   ----------  -----------  ------------  ------------  ------------  ------------
   Balances at September 30,
    2009                          1,557,000     $     156   $   49,844   $     7,002   $    57,002   $         -   $    57,002
   Stock issued for reverse
    acquisition                     800,000            80      (26,410)                    (26,330)                    (26,330)
   Compensatory warrant
    issuances                                                  353,814                     353,814                     353,814
   Compensatory stock issuances     100,000            10      141,237                     141,247                     141,247
   Paid in capital -
    beneficial conversion
    feature                                                     58,753                      58,753                      58,753
   Sales of common stock            124,268            12       93,189                      93,201                      93,201
   Net income (loss) for the
    year                                                                    (778,029)     (778,029)      (54,734)     (832,763)
                                  -----------   ----------  -----------  ------------  ------------  ------------  ------------
   Balances at September 30,
    2010                          2,581,268     $     258   $  670,427   $  (771,027)  $  (100,342)  $   (54,734)  $  (155,076)
   Acquisition of
    non-controlling interest                                $  (54,734)                              $    54,734
   Sales of common stock             28,165             3       21,121                      21,124                      21,124
   Net income (loss) for the
   period                                                                    (54,516)      (54,516)            -       (54,516)
                                  -----------   ----------  -----------  ------------  ------------  ------------  ------------
   Balances at December 31,
   2010                           2,609,433     $      261  $  636,814   $  (825,543)  $  (133,734)  $         -   $  (188,468)
                                  ===========   ==========  ===========  ============  ============  ============  ============
</TABLE>

   (1) As restated for a reverse acquisition on July 2, 2010

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

                                       4
<PAGE>

                          CREATIVE LEARNING CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                     3 Months       3 Months
                                                       Ended          Ended
                                                       Dec 31,       Dec 31,
                                                        2009          2010
                                                    -----------    ----------

   Cash Flows From Operating Activities:
      Net income (loss)                             $    3,688     $  (54,516)

      Adjustments to reconcile net loss to
       net cash provided by (used for)
       operating activities:
          Depreciation                                       -          2,286
          Accounts receivable                          (29,000)
          Note receivable                                 (500)
          Security deposits                               (200)
          Interest expense - debt discount                   -         19,630
          Accrued payables                               9,269         14,818
                                                    -----------    ----------

             Net cash provided by (used
             for) operating activities                 (16,743)       (17,782)
                                                    -----------    ----------

   Cash Flows From Investing Activities:
      Fixed assets                                           -         (6,357)
                                                    -----------    ----------
          Net cash provided by (used for)
           investing activities                              -         (6,357)
                                                    -----------    ----------


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

                          (Continued On Following Page)

                                       5
<PAGE>

                          CREATIVE LEARNING CORPORATION
                           (formerly B2 Health, Inc.)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS


                         (Continued From Previous Page)


                                                      3 Months       3 Months
                                                       Ended          Ended
                                                       Dec 31,       Dec 31,
                                                        2009          2010
                                                    -----------    ----------

   Cash Flows From Financing Activities:
        Notes payable - borrowings                         650             -
        Stock subscriptions payable                                        -
        Sales of common stock                           50,000        21,124
                                                    -----------    ----------
          Net cash provided by (used for)
           financing activities                         50,650        21,124
                                                    -----------    ----------
   Net Increase (Decrease) In Cash                      33,907        (3,015)

   Cash at the beginning of the period                       -        27,271
                                                    -----------    ----------

   Cash at the end of the period                    $   33,907     $  24,256
                                                    ===========    ==========

   Schedule Of Non-Cash Investing And
    Financing Activities

   In 2009 the Company issued stock subscriptions payable for 50,000 shares in
   connection with notes payable for compensation recorded at $100,000, the
   Company issued 200,000 common stock purchase options in connection with notes
   payable for compensation recorded at $353,814, and the Company issued 713,000
   shares of common stock pursuant to a reverse acquisition for net liabilities
   of $200,330.

   Supplemental Disclosure
   -----------------------

   Cash paid for interest                           $       -     $        -

   Cash paid for income taxes                       $       -     $        -

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

                                       6
<PAGE>


                          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 the State of Delaware.  BFK  Franchise  Company LLC was formed in the
State of 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
financial  statements  represent the activity of BFK Franchise  Company LLC from
May 19, 2009 forward, and the consolidated activity of BFK Franchise Company LLC
and Creative  Learning  Corporation  from July 2, 2010  forward.  BFK  Franchise
Company  LLC and  Creative  Learning  Corporation  are  hereinafter  referred to
collectively as the "Company". The Company, primarily through franchises, offers
educational  programs designed to teach principles of engineering,  architecture
and  physics to children  using Lego (R) 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  subsidiary.   All  intercompany  accounts  and
transactions have been eliminated in consolidation.

Cash and cash equivalents

The Company considers all highly liquid investments with an original maturity of
three months or less as cash equivalents.

                                       7
<PAGE>

                          CREATIVE LEARNING CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


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

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  December  31,  2010 the  Company  had no  balance in its
allowance for doubtful accounts.

Property and equipment

Property and equipment are recorded at cost and depreciated  under straight line
or accelerated methods over each item's estimated useful life.


Revenue recognition

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

Use of Estimates

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

Income tax

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

                                       8
<PAGE>


                          CREATIVE LEARNING CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


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

Prior to fiscal year 2010 the Company  operated  as an LLC,  was a  pass-through
entity for  federal  income tax  purposes  and paid no income tax at the company
level. At December 31, 2010 the Company had net operating loss  carryforwards of
approximately  $771,027 which begin to expire in 2030. The deferred tax asset of
approximately  $154,205  created by the net operating  loss has been offset by a
100%  valuation  allowance.  The change in the valuation  allowance in the three
month interim period ended December 31, 2010 was $10,903

Advertising costs

Advertising  costs are expensed as incurred.  The Company had advertising  costs
for the three month period ended December 31, 2010 was $30,061.


Net income (loss) per share

The net income (loss) per share is computed by dividing the net income (loss) by
the weighted  average number of shares of common  outstanding.  Warrants,  stock
options,  and  common  stock  issuable  upon  the  conversion  of the  Company's
preferred  stock (if any),  are not  included in the  computation  if the effect
would be  anti-dilutive  and would  increase the  earnings or decrease  loss per
share.

Financial Instruments

The carrying value of the Company's  financial  instruments,  as reported in the
accompanying balance sheets, approximates fair value.

Long-Lived Assets

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

Stock based compensation

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

                                       9
<PAGE>

                          CREATIVE LEARNING CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


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

Non-controlling interest

On  October  1, 2010 the  Company  acquired  the  remaining  50%  portion of BFK
Development  LLC  resulting  in a $54,734  reduction in the  additional  paid in
capital account.

                                       10
<PAGE>

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

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

     Although from a legal standpoint the Company, on July 2, 2010, acquired BFK
Franchise  Company,  for financial  reporting  purposes,  the acquisition of BFK
constituted a recapitalization, and the acquisition was accounted for similar to
a reverse  merger,  with the  result  that BFK was deemed to have  acquired  the
Company.  As a result, the financial  statements of the Company included as part
of this report represent the activity of BFK from May 19, 2009 (the inception of
BFK) to July 2, 2010, and the consolidated  activity of BFK and the Company from
July 2, 2010 forward.

     Unless otherwise indicated,  any reference to the operations of the Company
includes the operations of BFK.

     BFK, which conducts business under the trade name, BRICKS 4 KIDS(R), offers
programs  designed to teach principles of engineering,  architecture and physics
to children  ages 3-12+ using  LEGO(R)  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(R) 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(R)
merchandise.

     As of May 25, 2011 BFK had:

     o    1 Corporate Creativity Center in Florida,.
     o    46 franchises in 23 states and one foreign country.

     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

     Since BFK was  organized  on May 19, 2009,  and was only in  operation  for
approximately seven and a half months during the three months ended December 31,
2009, a comparison of the Company's  financial  statements  for the three months
ended December 31, 2010 with the Company's  financial  statements for the period
ended December 31, 2009 would not be meaningful.

                                       11
<PAGE>

Liquidity and Capital Resources

     Sources and (uses) of funds for the three  months  ended  December 31, 2009
and 2010 are shown below:

                                               Three Months Ended December 31,
                                                  2009               2010
                                                  ----               ----

    Cash provide by (used in) operations        $(16,743)         $(17,782)
    Purchase of equipment                             --            (6,357)
    Loan from third party                            650                --
    Sale of common stock                          50,000                --


     Subsequent  to July 2, 2010,  the date the Company  acquired BFK  Franchise
Company, the Company had the following transactions in its common stock:

     Between  September 2010 and December 2010, the Company sold 55,342 units at
a price of $3.00 per unit.  Each Unit  consisted of four shares of the Company's
common stock and one warrant.  Each Warrant  entitles the holder to purchase one
share of the Company's  common stock at a price of $3.00 per share. The Warrants
expire on the  earlier  of July 31,  2013,  or  twenty  days  following  written
notification  from the Company  that its common stock had a closing bid price at
or above $4.00 for any ten of twenty consecutive trading days. The proceeds from
the sale of the Units  were used to open a new  Corporate  Creativity  Center in
Coral Springs, Florida, as well as for developing the Company's online Franchise
Management Tool that is used by franchisees for business  management and general
and administrative expenses.

     On June 24, 2010 the Company  borrowed  $100,000 from a franchisee.  During
the three months ended  December 31, 2010 this loan was  converted  into 250,000
shares.

     On July 15, 2010 the Company borrowed  $100,000 from three persons.  During
the three months ended December 31, 2010 these loans were converted into 215,902
shares. Of this amount, 62,500 shares had not been issued as of May 15, 2011.

     On December 28, 2010 the Company  borrowed  $10,000 from a franchisee.  The
loan was repaid on April 2, 2011. In partial  consideration  for providing  this
loan,  the  Company  agreed to issue  7,500  shares to the  franchisee.  Of this
amount, 2,500 shares have been issued as of May 15, 2011 and 5,000 shares remain
to be issued.

     Between  August 1, 2010 and March 1, 2011 the Company  issued 35,000 shares
for investor relations services.

     Between  January 1, 2011 and  February 1, 2011 the Company  issued  100,000
shares to two persons for services rendered.

     On January 21, 2011 the Company  issued  10,000  shares to an employee  for
services rendered.

                                       12
<PAGE>

     In March 2011 the Company granted a third party an option to purchase up to
667,000  shares at a price of $0.675 per share.  The option  expires on June 15,
2011. As of May 15, 2011 the option holder had purchased 160,000 shares.

     Between April 1, 2011 and April 15, 2011 the Company sold 99,500 shares, at
a price of $1.00 per share, to a group of private investors.

     The  Company  has  agreed  to issue  50,000  shares to Dan  O'Donnell,  the
Company's  Vice President of Operations,  for services  rendered.  As of May 15,
2011 these shares had not been issued.

     On February 27, 2011 the Company borrowed $15,000 from a third party.  This
loan was repaid on March 22, 2011. In partial  consideration  for providing this
loan,  the  Company  agreed to issue 2,500  shares to the lender.  As of May 15,
2011, these shares had not been issued.

     Except as  indicated,  none of the shares  listed  above were  issued to an
officer, director, principal shareholder or an affiliate of the Company.

     As  of  May  15,  2011  the  Company's  operating  cash  requirements  were
approximately $63,000 per month.

     The Company anticipates that its capital  requirements for the twelve-month
period ending December 31, 2011 will be as follows:

       General and administrative expenses                $343,200
       Marketing                                          $180,000
       Business development                               $100,000
       Opening new Corporate Creativity Centers           $200,000

     The Company will need to raise the capital it requires  through the sale of
its securities or from loans from third  parties.  The Company does not have any
commitments  or  arrangements  from any person to provide the  Company  with any
additional  capital.  If additional  financing is not available when needed, the
Company may need to curtail  operations.  The Company may not be  successful  in
raising the capital it needs.

     As of May 15, 2011 the Company did not have any  outstanding  short or long
term loans and the Company's  liabilities  consisted of trade payables.  In late
February,  early March 2011,  the Company began to generate a positive cash flow
from its  operations.  Notwithstanding  the  above,  there is no  assurance  the
Company's  operations  will be  profitable  or that the Company will continue to
generate a positive cash flow.

Contractual Obligations

     The following table summarizes the Company's contractual  obligations as of
December 31, 2010:

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                                                  Payments Due by Year
                                                  --------------------
Item                                  2011         2012      2013        Total
----                                  ----         ----      ----        -----

Lease of corporate office           $24,000           --        --     $ 24,000
Lease of Creative Learning Center   $42,119      $44,175   $45,267     $131,561

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 December 31, 2010, 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 December 31,
2010, that materially  affected,  or are reasonably likely to materially affect,
its internal control over financial reporting.

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                                     PART II

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.

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                                   SIGNATURES

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



                                      CREATIVE LEARNING CORPORATION


May 26, 2011                          By: /s/ Brian Pappas
                                          ---------------------------------
                                          Brian Pappas, Principal Executive,
                                          Financial and Accounting Officer


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