UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549





FORM 10-Q





xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)


OF THE SECURITIES EXCHANGE ACT OF 1934





For the Quarterly Period Ended June 30, 2009





 ̈TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)


OF THE SECURITIES EXCHANGE ACT OF 1934





For the Transition Period From  to








Commission File Number 333-135661





CRAFT COLLEGE INC.


(Exact name of registrant as specified in its charter)





UTAH

20-4475522(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)





101 Bourn Avenue, Suite E, Rockwall TX                                                    
     75087


(Address of principal executive offices)                                                                  (Zip
Code)





Registrant’s telephone number, including area code:    (866) 891-9672





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





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


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





APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY


PROCEEDINGS DURING THE PRECEDING FIVE YEARS:





Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes  ̈     No  ̈





APPLICABLE ONLY TO CORPORATE ISSUERS





State the number of shares outstanding of each of the Issuer's classes of common equity, as of the latest practicable date: Common, $0.00001 par value per share: 6,757,200 outstanding as of August 11, 2009.















CRAFT COLLEGE, INC.(A Development Stage Company)BALANCE SHEETJune 30
December 312009
2008(unaudited)
(audited)ASSETSCurrent assetsCash and cash equivalents
$       306,167
$        308,290Accounts Receivable
682
-Inventory (Note 3)
436
290Total assets
$       307,285
$        308,580LIABILITIESCurrent liabilitiesAccounts payable
11,683
18,357Accrued liabilities
6,200
-Due to related party (Note 4)
65,000
50,000Total Liabilities
82,883
68,357STOCKHOLDER'S EQUITYCOMMON STOCK (Note 5)Authorized:50,000,000 shares, $0.00001 par value;Issued and outstanding:6,757,200
68
68Additional Paid-in Capital
364,461
364,461Donated Capital
88,641
88,641Deficit Accumulated During the Development Stage
(228,768)
(212,947)Total Stockholders’ Equity
224,402
240,223Total Liabilities and Stockholders’ Equity
$       307,285
$        308,580Going Concern (Note 1)The accompanying notes are an integral part of these financial statements


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CRAFT COLLEGE, INC(A Development Stage Company)STATEMENT OF OPERATIONSAccumulated fromSix months
Six months
Three months
Three months
December 6, 2004ended
ended
ended
ended
(Date of Inception)June 30
June 30
June 30
June 30
June 302009
2008
2009
2008
2009REVENUE
$       1,928
$      1,489
$             779
$             278
$             75,148COST OF GOODS SOLD
(2,197)
(2,548)
(378)
(749)
(19,696)GROSS PROFIT
(269)
(1,059)
401
(471)
55,452EXPENSESConsulting
15,000
7,500
7,500
7,500
127,774Foreign Exchange
(13,195)
(2,242)
(18,292)
(2,242)
34,907General and Administrative
5,220
1,698
2,440
1,698
67,576Professional Fees
8,527
803
1,143
803
53,963(15,552)
(26,183)
7,209
(7,759)
(284,220)Net income (loss) for the period
$   (15,821)
$  (27,242)
$       7,610
$       (8,230)
$        (228,768)Basic and diluted net loss per share
($0.00)
($0.00)
($0.00)
($0.00)Weighted average shares outstanding
6,757,200
6,757,200
6,757,200
6,757,200

























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CRAFT COLLEGE, INC.(A Development Stage Company)STATEMENTS OF CASH FLOWSAccumulated fromSix months
Six months
December 06, 2004ended
ended
(Date of Inception)June 30
June 30
to June 302009
2008
2009OPERATING ACTIVITIESGain (loss) from operations
$     (15,821)
$    (27,242)
$         (228,768)Items not requiring cash outlayWebsite design and programming
-
-
300Consulting
-
-
62,775Amortization of deferred DVD production costs
-
-
1,669Contributions by American Media Systems Co.
-
-
33,494Impairment of deferred DVD production costs
-
-
7,326Impairment of technology
-
-
2Cash provided by (used in) changes in operating assets and liabilitiesAccounts payable
(6,674)
137
11,684Accrued liabilities
6,200
6,103
6,200Accounts receivable
(682)
295
(682)Inventory
(146)
(143)
(436)Cash Provided by Operating Activities
(17,123)
(20,850)
(106,436)FINANCING ACTIVITIESIssuance of common stock for cash
-
-
351,800Advances from a related party
15,000
15,000
65,000Net Cash Provided By Financing Activities
15,000
15,000
416,800INVESTING ACTIVITIESPayments for intellectual property
-
-
(2)Production of DVDs
-
-
(4,195)Net Cash Used In Investing Activities
-
-
(4,197)INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
(2,123)
(5,850)
306,167EFFECT OF FOREIGN CURRENCY TRANSLATION ON CASH AND CASH EQUIVALENTS
-
(9,077)
-CASH AT BEGINNING OF PERIOD
308,290
382,849
-CASH AT END OF PERIOD
306,167
367,922
306,167SUPPLEMENTAL DISCLOSURE OF STATEMENT OF CASH FLOWS INFORMATIONInterest expense
-
-
8Taxes
-
-
-Foreign exchange (gain) loss
(13,195)
161
34,907SUPPLEMENTAL DISCLOSURE OF NON-CASHINVESTING AND FINANCING ACTIVITIESDonated services
$        -
$        -
$         88,641Purchase of assets in exchange for 750,000 of the Company'scommon stock at a price of $0.017 per common share
$        -
$        -
$          12,728





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CRAFT COLLEGE, INC.


(A Development Stage Company)


NOTES TO THE FINANCIAL STATEMENTS


June 30, 2009


(Unaudited)





NOTE 1 - INTERIM REPORTING





The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q of Regulation S-K. They do not include all information and footnotes required by generally accepted accounting principles for
complete financial statements. However, except as disclosed herein, there have been no material changes in the information disclosed in the notes to the financial statements for the year ended December 31, 2008 included in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission. The interim unaudited financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of Management, all adjustments considered necessary
for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the six months ended June 30, 2009 are not necessarily indicative of the results that may be expected for the year ending December 31, 2009.





Going concern





The Company does not generate sufficient cash flow from operations to fund its activities and has therefore relied principally upon contributions from its predecessor and major shareholder for financing. Management intends to rely upon the issuance of securities to finance its operations and development activities, however there
can be no assurance it will be successful in raising the funds necessary to maintain operations, or that a self-supporting level of operations will ever be achieved. The likely outcome of these future events is indeterminable. These factors together raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustment to reflect the possible future effect on the recoverability and classification of the assets or the amounts and classification of liabilities
that may result from the outcome of this uncertainty.





NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.





a)           Basis of Presentation and Fiscal Year





These financial statements and related notes are presented in accordance with accounting principles accepted in the United States, and are expressed in US dollars.  The Company’s fiscal year-end is December 31.





b)           Recent Accounting Pronouncements





The Company adopts new pronouncements relating to generally accepted accounting principles applicable to the Company as they are issued, which may be in advance of their effective date.  Management does not believe that any recently issued, but not yet effective accounting standards, if currently adopted, would have a material
effect on the accompanying financial statements.





NOTE 3 - INVENTORY





Finished goods inventory as at June 30, 2009 consists of educational craft and hobby DVDs and have been classified as finished goods.


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CRAFT COLLEGE, INC.


(A Development Stage Company)


NOTES TO THE FINANCIAL STATEMENTS


June 30, 2009


(Unaudited)





NOTE 4 - RELATED PARTY TRANSACTIONS AND BALANCES





The following represents related party transactions and balances not disclosed elsewhere in the financial statements:





(i) During the six month period ended June 30, 2009, the President charged the Company $15,000 for consulting services (2008 $15,000 to the former President).





(ii) As of June 30, 2009, the Company owes $22,500 to the President of the Company for consulting services and $42,500 to its former President who resigned as an Officer and Director of the Company October 20, 2008. The debts are non-interest bearing and have no stated repayment terms.





(iii) As of June 30, 2009 the Company owes $1,984 to Aide-de-Camp Services, a company wholly owned by the Secretary of the Company, for accounting and secretarial services.





The transactions between the Company and the related parties were consummated at the price agreed upon by the parties.





NOTE 5 - COMMON STOCK





During the year ended December 31, 2007, the Company completed its initial public offering by issuing 1,007,200 shares at a price of $0.25 per share for total proceeds of $251,800.





During the year ended December 31, 2006, the Company issued 5,750,000 common shares. 5,000,000 to the President of the Company for total consideration of $100,000 and 750,000 to American Media Systems Co, the predecessor company, in consideration for DVD inventory, deferred DVD production costs, and intellectual property with total values
of $4,511, $8,215, and $2, respectively. The assets are recorded at the parent company's carrying value, determined under generally accepted accounting principles in the United States of America.





There are no shares subject to warrants, options or other agreements as at June 30, 2009.








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





Forward-Looking Statements





This Form 10-Q includes certain statements that may be deemed to be "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements in this Form 10-Q, other than statements of historical facts, that address activities, events or developments that we expect, believe or anticipate
will or may occur in the future, including operating costs, future capital expenditures (including the amount and nature thereof), and other such matters are forward-looking statements. Although we believe the expectations expressed in such forward-looking statements are based on reasonable assumptions within the bounds of our knowledge of our business, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements.
Because our stock is a penny stock, each time we refer to the Litigation Reform Act, the safe harbor does not apply.





Factors that could cause actual results to differ materially from those in forward-looking statements include: the change of business focus; continued availability of capital and financing; general economic, market or business conditions; acquisition opportunities or lack of opportunities; changes in laws or regulations; risk factors
listed from time to time in our reports filed with the Securities and Exchange Commission; and other factors.





Craft College Inc. is a Utah company incorporated on February 23, 2006 as a wholly owned subsidiary of American Media Systems Co. ("AMS"). AMS is our predecessor and the historical financial information in this 10-Q includes AMS' DVD business. On May 31, 2006 AMS sold all its shares of Craft College Inc, representing all issued and
outstanding shares in the company. As a consequence of this sale we became an independent company. We are a development stage company that writes, pre-produces, and markets instructional DVDs for the hobby and craft market.





Our registered office is located at 136 East South Temple, Suite 2100 Salt Lake City, UT 84111 and we maintain a corporate office at 101 Bourn Avenue, Suite E, Rockwall TX, 75087. Our telephone number is 1-866-891-9672 and our websites are www.craftcollege.com and www.go-flyfishing.com.





Employees and Consultants





The Registrant has no employees. The company's CEO, Dario Passadore is retained as a consultant.





Results of Operations.





During the six months ending June 30, 2009 we realized sales of $1,928 (2008 $ 1,489) and gross margin of negative $269 (2008 – negative $1,059). Our revenues are generated from the sale of instructional DVDs.





During the six months ending June 30, 2009, we incurred a loss from operations of $15,821 (2008 - $27,242). The major components to expenses faced by the company during the six months were consulting fees of $15,000 (2008 - $15,000) and professional fees of $8,527 (2008 - $6,290). The balance of our expenses during the six months
have been general and administrative of $5,220 (2008 - $4,732). For the six month period there was a foreign exchange gain of $13,195 (2008 - negative $161).





As of June 30, 2009 the Company has current assets of $307,285 compared to $308,580 at December 31, 2008. The Company further has current liabilities of $82,883 compared to $68,357 at December 31, 2008. There is no long-term debt. The Company may in the future invest in short-term investments from time to time but there can be no
assurance that these investments will result in profit or loss.





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Our future growth and success will be dependent on our ability to develop and produce products that are entertaining and educational and that we are able to secure distribution channels through various retail chains. If we cannot succeed in developing distribution channels and generate sales then our prospects for growth are substantially
undermined. Without additional capitalization our capacity to survive as a going concern, much less achieve growth, is doubtful.





We are committed to pay Brand Specialists and Memories Complete performance fees of 5% of our net merchandise sales generated by the agents' designated retailers. We may terminate the contract giving 60 days notice. Brand and Memories are entitled to continue receiving the 5% performance fee for one year after termination of the
contract and for all future sales of products in which Brand or Memories actively participated in placing the merchandise with a retailer.





We only have one business segment, the sale of instructional DVDs, accordingly, no table showing percentage breakdown of revenue by business segment or product line is included.





Off balance-sheet arrangements





We do not have any off balance-sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.





Plan of Operations





We do not expect to purchase or sell significant equipment nor do we expect significant changes in the number of employees.





Our specific goal is to expand the distribution of our product through retailers, through our web sites and through other non-proprietary web sites.  With the funds we currently have our priority of expenditures is to pay rent, legal, audit and transfer agent fees and those fees related to our Exchange Act reporting obligations.
Second to secure additional agency agreements and distribution channels through retailers, third to market our product over the Internet, and forth to participate in tradeshows.





We are marketing our products through a number of retailers and online and utilize inbound links that connect directly to our website from external sites. Potential customers can simply click on these links and connect to our website from search engines such as Google and Overture and community and affinity sites.





We will continue to build upon our existing Internet and retail distribution channels over the next six (6) to twelve (12) months. This will include the production of additional marketing materials, including PowerPoint presentations, trade show exhibit material, and other similar media materials. Additionally and as part of our
distribution and marketing campaign, we will market and sell our products online and through established retailers.





Our marketing plan calls for the utilization of agents to secure distribution through multi-store chains and mass merchandisers such as Wal-Mart and Michaels. We have agreements with Brand Specialists and Memories Complete and are in discussions with additional agents and retailers to secure distribution in the U.S., Canada, and
through select Asian markets.





For the numerous small specialty stores in the United States and Canada we will seek to penetrate this market through the use of business-to-business members only warehouses such as Sams Club and Costco. Business-to-business stores are retailers whose customers are primarily buying products for resale to other consumers.





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We do not expect to purchase or sell significant equipment nor do we expect significant changes in the number of employees.





Recent accounting pronouncements





The Company adopts new pronouncements relating to generally accepted accounting principles applicable to the Company as they are issued, which may be in advance of their effective date.  Management does not believe that any recently issued, but not yet effective accounting standards, if currently adopted, would have a material
effect on the accompanying financial statements.





Item 3. Quantitative and Qualitative Disclosures About Market Risk.





N/A





Item 4. Controls and Procedures.





(a) Evaluation of Disclosure Controls and Procedures:





Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be disclosed in the reports filed under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer, as appropriate, to allow timely decisions regarding required disclosure. As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer, of the effectiveness
of the design and operation of the Company's disclosure controls and procedures. Based upon and as of the date of that evaluation, the Chief Executive Officer concluded that the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports the Company files and submits under the Exchange Act is recorded, processed, summarized and reported as and when required.





(b) Changes in Internal Control over Financial Reporting:





There were no changes in our internal control over financial reporting during the quarter ended June 30,  2009 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.





There were no significant changes in the Company's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any significant deficiencies or material weaknesses of internal controls that would require corrective action.





Item 4T. Controls and Procedures





N/A








PART II -OTHER INFORMATION





Item 1. Legal Proceedings





None.


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Item 1A. Risk Factors





N/A





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





On June 25th, 2006 we completed an offering for of 5,000,000 shares of our common stock at a price of $0.02 per share to our former president. We completed the offerings pursuant to Regulation S of the Securities Act. She represented to us that she was a non-US person as defined in Regulation S. We did not engage in a distribution
of this offering in the United States. She represented her intention to acquire the securities for investment only and not with a view toward distribution. We requested our stock transfer agent to affix appropriate legends to the stock certificate issued in accordance with Regulation S and the transfer agent affixed the appropriate legends. The executive officer had adequate access to sufficient information about us to make an informed investment decision. None of the securities were sold through an underwriter
and accordingly, there were no underwriting discounts or commissions involved. No registration rights were granted.





The Company's SB-2 registration statement, file number 333-135661 was declared effective by the Securities and Exchange Commission on November 2, 2006. The offering has commenced, and closed on April 25, 2007. A total of $251,800 was raised. The following schedule details the use of proceeds since the closing of the financing.





Audit
$             11,771Advertising
507Web site
1.311Travel/trade shows
9,354Working capital
29,245





Item 3. Defaults Upon Senior Securities





None





Item 4. Submissions of Matters to a Vote of Security Holders





None





Item 5. Other Information





None





Item 6. Exhibits and Reports on Form 8-K





(a) Exhibits





Exhibit No.
Exhibit Description3.1
Articles of Incorporation (1)3.2
By-Laws (1)4.1
Specimen Stock Certificate (1)10.1
Agency agreement with Brand Specialists LLC (1)10.2
Agency agreement with Memories Complete (1)


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14.1
Code of ethics (2031.1
Certification of Principal Executive Officer and Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.32.1
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Principal Executive Officer and Financial Officer)





(1)
Incorporated herein by reference from our Form SB-2 registration statement and all amendments thereto filed with the Securities and Exchange Commission, and amendments thereto, SEC file No.333-135661.





(2)
Incorporated herein by reference from our Form 10-KSB for the year ending December 31, 2006.





(b) Reports on Form 8-K filed during the quarter.





None














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SIGNATURES





In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





Craft College Inc.(Registrant)Dated: August 11, 2009
BY:
DARIO PASSADORE
Dario PassadoreDirector and Chief Executive Officer, Chief Financial Officer and principal accounting officer.






























































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