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, 2011

[ ]  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)

                    -----------------------------------------
          (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:  11,537,576 shares of common stock as
of June 30, 2011.


<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                 5-6
            Notes to consolidated financial statements           7-10

                                       1
<PAGE>


                          CREATIVE LEARNING CORPORATION
                           CONSOLIDATED BALANCE SHEETS


                                                                    Mar. 31,
                                                    Sept. 30,        2011
                                                      2010        (Unaudited)
                                                  -------------   -----------

                            ASSETS

   Current assets
         Cash                                     $     27,271    $  112,884
                                                  -------------   -----------
            Total current assets                        27,271       112,884
                                                  -------------   -----------
         Fixed assets                                   41,743        48,100
         Less accumulated depreciation                    (589)       (5,280)
         Accounts Receivable                                 -       360,000
         Other assets                                    9,819         9,819
                                                  -------------   -----------
                                                        50,973       412,639
                                                  -------------   -----------

   Total Assets                                   $     78,244    $  525,523
                                                  =============   ===========
             LIABILITIES & STOCKHOLDERS' EQUITY
   Current liabilities
         Accounts payable                         $     39,700    $   21,591
         Note payable - related party                      650           650
         Notes payable                                 200,000       190,000
         Debt discount                                 (19,630)            -
         Accrued interest payable                        6,350        16,482
         Due to shareholder                              6,250         6,250
                                                  -------------   -----------
                Total current liabilities              233,320       234,973
                                                  -------------   -----------
   Total Liabilities                                   233,320       234,973
                                                  -------------   -----------

   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 2,929,070
          respectively shares issued
          and outstanding                                  258           293
         Additional paid in capital                    670,427       914,290
         Stock subscription                                  -       360,000
         Retained earnings (deficit)                  (771,027)     (984,033)
                                                  -------------   -----------
      Total Creative Learning Corporation             (100,342)      290,550
   stockholders' equity
      Noncontrolling interest                          (54,734)            -
                                                  -------------   -----------

   Total Stockholders' Equity                         (155,076)      290,550
                                                  -------------   -----------

   Total Liabilities & Stockholders' Equity       $     78,244    $  525,523
                                                  =============   ===========

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

                                       2
<PAGE>

                          CREATIVE LEARNING CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                                 Six Months        Six Months
                                                    Ended            Ended
                                                Mar. 31, 2010    Mar. 31, 2011
                                               --------------    -------------

Revenues                                       $     215,984     $    646,387
                                               --------------    -------------
Operating expenses:

     Advertising and promotions                       46,082           57,869
     Commissions                                      64,122          143,874
     Consulting                                       33,895          163,777
     Equipment rental                                    725              541
     Legal and professional                            5,810           29,480
     Office expense                                   13,203           54,328
     Rent                                              4,748           42,941
     Salaries and Wages                                    -          133,285
     Taxes and licenses                                1,765           25,000
     Telephone                                             -            5,453
     Training                                         21,692           15,678
     Travel and entertainment                         17,249           52,883
     Utilities                                             -            2,026
     Miscellaneous                                     1,555            1,345
     Depreciation                                          -            4,691
     General and administrative                        3,313          143,290
                                               --------------    -------------
                                                     214,159          876,461
                                               --------------    -------------

Gain (loss) from operations                            1,825         (230,074)
                                               --------------    -------------

Other income (expense):
     Interest expense                                                 (14,189)
     Interest expense - debt discount                                 (19,630)
     Interest income                                       1                -
     Other income                                          -           50,887
                                               --------------    -------------
                                                           1           17,068
                                               --------------    -------------
Income (loss) before provision for income
 taxes                                                 1,826         (213,006)
Provision for income tax                                   -                -
                                               --------------    -------------
Net income (loss)                              $       1,826     $   (213,006)
                                               ================  =============

Net income (loss) per share (Creative
 Learning Corporation)

(Basic and fully diluted)                      $        0.00     $      (0.08)
                                               ================  =============

Weighted average number of
 common shares outstanding                         1,557,000        2,666,039
                                               ================  =============

                                       3
<PAGE>

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

                                                                                    Stockholders'
                                                                                       Equity -
                               Common Stock        Additional               Retained   Creative                           Total
                                         Amount     Paid in       Stock     Earnings   Learning    Non-controlling   Stockholders'
                          Shares (1)  (@.0001 Par)  Capital   Subscription  (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)   $   54,734        $        -
   Sales of common
    stock                   201,900           20     151,405                              151,425                         151,425
   Compensatory stock
    issuances               145,902           15     147,192                              147,207                         147,207

   Stock Subscription                                             360,000                 360,000                         360,000
   Net income (loss)
    for the period                                                           (213,006)   (213,006)            -          (213,006)
                          ----------  -----------  ---------  ------------  --------- -----------  ----------------  -------------
   Balances at March
    31, 2011 -
    Unaudited             2,929,070   $      293   $ 914,290  $   360,000   $(984,033)  $ 290,550    $        -        $  290,550
                          ==========  ===========  =========  ============  ========= ===========  ================  =============
</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

                                               Six Months       Six Months
                                                 Ended             Ended
                                                March 31,         Mar 31,
                                                  2010             2011
                                               ----------       ----------

    Cash Flows From Operating Activities:
         Net income (loss) during the
          development stage                    $    1,826       $(213,006)
         Adjustments to reconcile net loss
          to net cash provided by (used for)
          operating activities:
             Compensatory stock issuances               -         147,207
             Depreciation                               -           4,691
             Accounts receivable                  (29,000)              -
             Note receivable                         (500)              0
             Security deposits                       (200)              0
             Interest expense - debt
              discount                                  -          19,630
             Accounts payables                      9,927         (18,109)
             Accrued payables                           -          10,132
                                               ----------       ----------


              Net cash provided by (used for)
               operating activities               (17,947)        (49,455)
                                               ----------       ----------

    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)

                                               Six Months         Six Months
                                                 Ended              Ended
                                               March 31,           Mar 31,
                                                  2010               2011
                                             -------------       -------------

   Cash Flows From Financing Activities:
        Notes payable - borrowings                   650             (10,000)
        Member contribution                       50,000
        Sales of common stock                          -             151,425
                                             -------------       -------------
          Net cash provided by (used for)
           financing activities                   50,650             141,425
                                             -------------       -------------

   Net Increase (Decrease) In Cash                32,703              85,613

   Cash At The Beginning Of The Period                 -              27,271
                                             -------------       -------------
   Cash At The End Of The Period             $    32,703         $   112,884
                                             =============       =============


   Schedule Of Non-Cash Investing And Financing Activities
   -------------------------------------------------------

In 2010 the Company issued:

     o    50,000  shares in  connection  with  notes  payable  for  compensation
          recorded at $100,000;

     o    200,000 common stock purchase options in connection with notes payable
          for compensation recorded at $353,814; and

     o    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                $           -       $         -
                                             -------------       -------------

                                       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.  The  transaction  was
accounted for similar to a reverse  acquisition  as the members of BFK Franchise
Company LLC retained the  majority of the  outstanding  common stock of Creative
Learning   Corporation  after  the  share  exchange.   The  accounting  for  the
transaction was identical to that resulting from a reverse  acquisition,  except
that  no  goodwill  or  other  intangibles  were  recorded.   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 March 31, 2011 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 March 31, 2011 the Company had net operating  loss  carryforwards  of
approximately  $984,033 which begin to expire in 2031. The deferred tax asset of
approximately  $196,807  created by the net operating  loss has been offset by a
100% valuation allowance. The change in the valuation allowance in the six month
interim period ended March 31, 2011 was $42,602.

Advertising costs
-----------------

Advertising  costs are expensed as incurred.  The Company had advertising  costs
for the six month period ended March 31, 2011 was $57,869.

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.

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

          o    opened 1 Corporate Creativity Center in Florida; and

          o    sold 49 additional franchises.

     As of June 30, 2011 BFK, through its franchises, was operating in 23 states
and one foreign country.

     The increase in the Company's  revenues and expenses  during the six months
ended March 31,  2011,  as compared to the same period last year,  reflects  the
expansion of the Company's business.

                                       11
<PAGE>

Liquidity and Capital Resources

      Sources and (uses) of funds for the six months ended March 31, 2010 and
2011 are shown below:
                                                  Six Months Ended March 31,
                                                   2010             2011
                                                   ----             ----

    Cash provide by (used in) operations        $(17,947)         $(49,455)
    Purchase of equipment                             --            (6,357)
    Loan from third party                            650                --
    Payments on loans to third parties                --           (10,000)
    Sale of common stock                              --           151,425


     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 six months ended March 31, 2011 this loan was converted into 252,500 shares.

     On July 15, 2010 the Company borrowed  $100,000 from three persons.  During
the six months  ended  March 31, 2011 these loans were  converted  into  215,902
shares. Of this amount, 62,500 shares had not been issued as of June 30, 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  of  common  stock  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 January 1, 2011 and June 30, 2011 the Company issued 100,000 shares
to unrelated parties for investor relations services.

     On January 12, 2011 the  Company  issued  20,000  shares to  employees  for
services rendered.

     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.  As of June 30,  2011 the option
holder had purchased all 667,000 shares.

                                       12
<PAGE>

     Between April 1, 2011 and June 30, 2011,  the Company sold 125,000  shares,
at a price of $1.00 per share, to a group of private investors.

     In May  2011,  the  Company  issued  50,000  shares to Dan  O'Donnell,  the
Company's Vice President of Operations, for services rendered.

     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 June 30,
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  June  30,  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 March 31, 2012 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 March 31,  2011 the  Company  had  outstanding  short  term  loans of
$190,000,  accrued  interest payable of $16,482 and $6,250 due to a shareholder.
The  Company's  remaining  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
March 31, 2011:

                                            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

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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, 2011, 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,
2011, 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


July 20, 2011                         By /s/ Brian Pappas
                                         ---------------------------------
                                         Brian Pappas, Principal Executive,
                                         Financial and Accounting Officer

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