SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
AMENDMENT NO. 2
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
SS.240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO ss.240.13d -2(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Creative Learning Corporation
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(Name of Issuer)
Common Stock, par value $0.0001 per share
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(Title of Class of Securities)
22529R106
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(CUSIP Number)
FranVentures, LLC
796 Cypress Crossing Trail
St. Augustine, FL 32095
Attn: Brian Pappas
Tel. No.: (407) 477-5618
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
February 7, 2017
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. |_|
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No.: 554142109 SCHEDULE 13D Page 3 of 6
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NAMES OF REPORTING PERSONS
1.
FranVentures, LLC, Brian Pappas and Chris Pappas.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
SC
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5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF SHARES BENEFICIALLY ) 7. SOLE VOTING POWER
OWNED BY EACH REPORTING )
PERSON WITH ) 1,851,679
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) 8. SHARED VOTING POWER
)
) 0
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) 9. SOLE DISPOSITIVE POWER
)
) 1,851,679
)
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) 10. SHARED DISPOSITIVE POWER
)
) 0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,838,429 in the name of FranVentures and 13,250 in the name of
Brian Pappas
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.3%
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14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO, IN
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CUSIP No.: 554142109 SCHEDULE 13D Page 3 of 6
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Item 1. Security and Issuer.
This statement on Schedule 13D ("Schedule 13D") filed by FranVentures, LLC,
Brian Pappas and Christine Hurley Pappas ("Chris Pappas") (collectively, the
"Reporting Persons") relates to the shares of common stock, par value $0.0001
("Common Stock") of Creative Learning Corporation (the "Issuer"). The principal
executive offices of the Issuer are located at 701 Market Street, Suite 113, St.
Augustine, FL 32095.
Item 2. Identity and Background.
(a) This statement on Schedule 13D is being filed with respect to the
shares of the Issuer's Common Stock held by FranVentures, LLC, a Florida limited
liability company as well as shares of Common Stock held by Brian Pappas. Brian
Pappas and Chris Pappas, who are related by marriage as husband and wife, have
voting and investment power over the securities held by FranVentures, LLC.
(b) The business address of the Reporting Person is 796 Cypress Crossing
Trail, St. Augustine, FL 32095. The business address for Brian and Chris Pappas
is 796 Cypress Crossing Trail St. Augustine, FL 32095.
(c) FranVentures, LLC is engaged in the business of investing in share of
companies, including those of the Issuer. Brian and Chris Pappas are the only
two members of FranVentures, LLC. Brian Pappas is a Director and Managing
Director of FranVentures, LLC.
(d) During the last five years, none of the Reporting Persons, nor, to
their knowledge, any of their respective executive officers or directors has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) The Reporting Persons have not, during the last five years, been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction where, as a result of such proceeding, it was or he became subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
The executive officers and directors of FranVentures, LLC are set forth in
Appendix A.
Item 3. Source and Amount of Funds or Other Consideration
FranVentures acquired 2,599,000 shares of Common Stock in a private placement on
July 2, 2010 when B2 Health, Inc. was acquired by BFK Franchise Company, LLC, an
entity controlled by Brian Pappas, through an exchange of shares. No cash was
required for this purchase. Brain Pappas acquired (i) 10,000 shares of Common
Stock on June 18, 2015 for $5946 through an open market purchase and used his
own funds to purchase these shares and (ii) 3250 shares of Common Stock on or
about June 20, 2016 as an inheritance from Jeanette S. Pappas.
Item 4. Purpose of Transaction.
FranVentures, LLC obtained the shares of Common Stock in 2010 under in
connection with an exchange of shares to obtain control of the Issuer in 2010
as disclosed in filings with the SEC at that time. Brian Pappas acquired a
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CUSIP No.: 554142109 SCHEDULE 13D Page 3 of 6
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total of 13,250 shares of Common Stock for investment purposes. FranVentures,
LLC has two members, Brian Pappas and Chis Pappas. Brian Pappas was a director
and former chief executive officer of the Issuer. On July 22, 2015, following
new directors being appointed by recent investors in the Issuer and Brian
Pappas' challenges to the direction of the Issuer, the Issuer's Board of
Directors removed Brian Pappas as Chief Executive Officer of the Company and
then terminated him as CEO on October 2, 2015. Chris Pappas, who is also the
wife of Brian Pappas, was the human resources and payroll manager for the
Issuer. She resigned from the Issuer on August 6, 2015. There is currently
litigation pending between the Pappas' and the Issuer with both the Issuer and
the Pappas' making claims against each other. A copy of the Complaint filed by
the Pappas' is attached as Exhibit 1 to the Schedule 13D filed on October 27,
2016. The Reporting Persons are currently reviewing their rights as
shareholders. They also have concerns about the competence of the current Board
and current management.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Persons may be deemed to beneficially own an aggregate of
1,851,679 shares of Common -Stock representing approximately 15.3% of the issued
shares of Common Stock of the Issuer based on 12,001,409 shares of Common Stock
outstanding as disclosed in the Issuer's most recent Form 10-Q filed February
13, 2017. The Reporting Persons have sole voting power of 1,851,679 shares of
Common Stock.
(b) The Reporting Persons have the sole power to vote and the sole power to
dispose of each of 1,851,679 shares of Common Stock which they may be deemed to
beneficially own.
(c) The Reporting Persons have not purchased or received any shares of
Common Stock since June 20, 2016.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
The information required by Item 6 is incorporated herein by reference from Item
4 of this report.
Item 7. Material to be Filed as Exhibits.
None.
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CUSIP No.: 554142109 SCHEDULE 13D Page 3 of 6
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 15, 2017 FRANVENTURES, LLC
By: /s/ Brian Pappas
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Name: Brian Pappas
Title: Managing Director
BRIAN PAPPAS
/s/ Brian Pappas
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Brian Pappas
CHRISTINE HURLEY PAPPAS
/s/ Christine Hurley Pappas
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Christine Hurley Pappas
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CUSIP No.: 554142109 SCHEDULE 13D Page 3 of 6
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APPENDIX A
Directors and Executive Officers of FranVentures, LLC
The name and present principal occupation or employment and material
occupations, positions, offices or employment for the past five years of each of
the directors and executive officers of FranVentures, LLC are set forth below.
1. FRANVENTURES, LLC.
Present Principal Occupation
or Employment; Material
Positions Held During the
Past Five Years;
Name Occupation Business Address
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Brian Pappas President and a Director of 796 Cypress Crossing Trail
the Issuer between 2010 St. Augustine,fl 32095
2015. Since January 2016
Mr. Pappas has been an
Officer and director of
Diversified Franchise Group,
Inc.
Chris Pappas Human resources and payroll 796 Cypress Crossing Trail
manager of the Issuer St. Augustine, FL 32095
between 2010 and 2015.
Since 2016, Mrs. Pappas has
been Corporate Systems
Director for Diversified
Franchise Group, Inc.
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