<PAGE 1>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
[X] Quarterly Report under Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the fiscal quarter ended November 30, 1996
------------------
Commission file number 0-17642
CREATIVE LEARNING PRODUCTS, INC.
(Name of small business issuer as specified in its charter)
New Jersey 22-2930106
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
150 Morris Avenue, Suite 205, Springfield, NJ, 07081
(Address of principal executive offices)
(201) 467-0266
(Issuer's telephone number)
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
----- -----
As of January 17, 1997, 18,258,467 shares of the Common Stock
were outstanding.
<PAGE 2>
CREATIVE LEARNING PRODUCTS, INC. AND SUBSIDIARIES
Form 10-QSB/A Index
November 30, 1996
PART I
------
Page
Item 1. Financial Statements (Unaudited): Number
------
Consolidated Balance Sheet at November 30, 1996 3
Consolidated Statements of Operations for the
quarters ended November 30, 1996 and 1995 5
Consolidated Statements of Operations for the
six months ended November 30, 1996 and 1995 6
Consolidated Statements of Cash Flows for the
six months ended November 30, 1996 and 1995 7
Notes to Financial Statements 8
Item 2. Management's Discussion and Analysis
or Plan of Operations 12
PART II
-------
Item 1. Legal Proceedings 15
Item 2. Changes in Securities 15
Item 3. Defaults Upon Senior Securities 15
Item 4. Submission of Matters to a Vote of
Security Holders 15
Item 5. Other Information 15
Item 6. Exhibits and Reports on Form 8-K 15
Signatures 18
<PAGE 3>
CREATIVE LEARNING PRODUCTS, INC. AND SUBSIDIARIES
Consolidated Balance Sheet
November 30, 1996
(Unaudited)
ASSETS
Current Assets:
Cash $ 112,726
Accounts receivable - net of allowance
for doubtful accounts of $5,257. 403,910
Inventories 68,840
Receivable from officers 151,687
Prepaid expenses and other current
assets 623,995
-----------
Total current assets 1,361,158
-----------
Property and Equipment:
Land 2,410,452
Construction in progress 554,331
Machinery and equipment 83,137
Furniture and fixtures 29,672
-----------
3,077,592
Less accumulated depreciation 83,636
-----------
Property and equipment-net 2,993,956
-----------
Other Assets:
Investment in gaming projects, net of
reserve of $459,953 13,617
Intangibles, net of accumulated amortization
of $492,593 526,578
Miscellaneous 9,890
----------
Total other assets 550,085
----------
$4,905,199
----------
----------
See Notes to Unaudited Consolidated Financial Statements.
<PAGE 4>
CREATIVE LEARNING PRODUCTS, INC. AND SUBSIDIARIES
Consolidated Balance Sheet
November 30, 1996
(Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current maturities of long-term debt $ 128,055
Short-term notes payable 41,652
Accounts payable 453,769
Accrued expenses and other current
liabilities 239,861
------------
Total current liabilities 863,337
------------
Long-term Debt:
Long-term debt, less current maturities
of $128,055 897,464
------------
Stockholders' Equity:
12% Cumulative redeemable preferred stock
(2,000,000 shares authorized): Series B,
par value $1.00; issued and
outstanding: none --
Common stock, no par value; authorized:
25,000,000 shares; issued and
outstanding: 17,462,467 shares 18,358,975
Additional paid-in capital 3,172,141
Accumulated deficit (18,386,718)
------------
Total stockholders' equity 3,144,398
------------
$ 4,905,199
------------
------------
See Notes to Unaudited Consolidated Financial Statements.
<PAGE 5>
CREATIVE LEARNING PRODUCTS, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
Quarter Ended November 30,
--------------------------
1996 1995
---- ----
Net sales $ 119,022 $ 543,384
Cost of goods sold 38,275 285,486
--------- ---------
Gross profit 80,747 257,898
--------- ---------
Selling expenses 21,554 216,304
General and administrative expenses 699,494 471,337
Reserve for gaming projects 126,342 (108,745)
Warrant exercise and
debt conversion expense 250,000 476,293
Interest expense 27,120 9,269
--------- ---------
1,124,510 1,064,458
--------- ----------
Net loss from operations (1,043,763) (806,560)
Gain on disposal of assets 211,983 --
--------- -----------
Net loss $(831,780) $(806,560)
---------- ----------
---------- ----------
Net loss per share $(.05) $(.08)
------ ------
------ ------
See Notes to Unaudited Consolidated Financial Statements.
<PAGE 6>
CREATIVE LEARNING PRODUCTS, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
Six Months Ended November 30,
-----------------------------
1996 1995
---- ----
Net sales $ 246,196 $ 906,577
Cost of goods sold 95,566 435,187
--------- ---------
Gross profit 150,630 471,390
--------- ---------
Selling expenses 55,623 315,997
General and administrative expenses 1,192,551 938,400
Reserve for gaming projects 182,127 (34,392)
Warrant exercise and
debt conversion expense 250,000 518,854
Interest expense 54,878 30,266
--------- ---------
1,735,179 1,769,125
--------- ---------
Net loss from operations (1,584,549) (1,297,735)
Gain on disposal of assets 211,983 --
------------ ----------
Net Loss $(1,372,566) $(1,297,735)
------------ ------------
Net loss per share $(.09) $(.13)
------ ------
------ ------
See Notes to Unaudited Consolidated Financial Statements.
<PAGE 7>
CREATIVE LEARNING PRODUCTS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
Six Months Ended November 30,
-----------------------------
1996 1995
---- ----
Cash flows from operating activities:
Net loss $(1,372,566) $(1,297,735)
------------ ------------
Adjustments to reconcile net loss
to net cash used in operating
activities:
Depreciation and amortization 122,750 130,116
Reserve for gaming projects 182,127 (34,392)
Warrant and debt
conversion expenses 292,600 518,854
Gain on disposal of assets (211,983) --
Changes to operating assets and
liabilities:
Accounts receivable 29,717 (156,217)
Inventories (36,726) 4,994
Prepaid expenses and other
current assets (440,999) (10,135)
Accounts payable (157,919) 201,620
Accrued expenses and other
current liabilities 119,494 145,423
--------- ---------
Total adjustments (100,939) 800,263
--------- ---------
Net cash used in operating
activities (1,473,505) (497,472)
----------- ----------
Cash flows from investing activities:
Increase in gaming projects (195,744) (356,806)
Additions to property and equipment (554,331) (7,200)
----------- ----------
Net cash used in investing
activities (750,075) (364,006)
----------- ----------
Cash flows from financing activities:
Repayment of short-term borrowings (33,763) (22,390)
Proceeds from short-term borrowings 75,415 625,000
Repayment of long-term debt (46,956) --
Proceeds from issuances of stock 1,800,000 434,590
---------- ---------
Net cash provided by
financing activities 1,794,696 1,037,200
---------- ---------
Net increase (decrease) in cash (428,884) 175,722
Cash at beginning of the period 541,610 122,249
---------- ---------
Cash at end of the period $ 112,726 $ 297,971
---------- ----------
---------- ----------
Supplemental disclosure of cash
flow information:
Cash paid during the period
for interest $ 56,052 $ 5,833
--------- ----------
--------- ----------
Supplemental schedule of non-cash
financing activities:
Debt and other liabilities
converted to Common Stock $511,684 $1,979,261
-------- ----------
-------- ----------
See Notes to Unaudited Consolidated Financial Statements.
<PAGE 8>
CREATIVE LEARNING PRODUCTS, INC. AND SUBSIDIARIES
Notes To Consolidated Financial Statements
November 30, 1996
(Unaudited)
Note 1 - Basis of Presentation
Creative Learning Products, Inc. (the "Company") was formed in
August 1988 to provide management and administrative services to
its wholly-owned subsidiaries. The consolidated unaudited
financial statements include the accounts of the Company and its
operating subsidiaries, collectively referred to herein as "CLP".
Significant intercompany accounts and transactions have been
eliminated in consolidation.
The operating subsidiaries of the Company sell their products,
consisting of educational videos, books, gaming related items and
children's paper products, through mail order and through
retailers, brokers and distributors. The Company also is
attempting to convert to an entity offering gaming facilities, a
hotel convention center, a theme park, a time sharing facility
and entertainment.
The accompanying unaudited consolidated financial statements
have been prepared in accordance with generally accepted
accounting principles. In the opinion of management of the
Company, all material adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been
made. Results of operations for the quarter and six months ended
November 30, 1996 are not necessarily indicative of the results
which may be expected for any other interim period or for the
year as a whole. To facilitate comparison with the current
periods, certain amounts in the prior periods have been
reclassified.
It is suggested that the unaudited financial statements and
notes thereto in this Report be read in conjunction with the
financial statements and notes thereto in the Company's Annual
Report on Form 10-KSB for the fiscal year ended May 31, 1996 (the
"Form 10-KSB"), which was previously filed.
The Company's accompanying consolidated financial statements
have been prepared on a going concern basis which contemplates
continued future revenues from operations and proceeds from sales
of debt and equity securities and the exercise of warrants and
options. Management of the Company believes the sales from
continuing operations, together with its ability to raise
additional capital, will provide sufficient cash for the Company
to meet its operating requirements for the year ending May 31,
1997 ("fiscal 1997").
Note 2 - Gaming Projects and Other Activities
CLP purchased, on November 13, 1996, a vessel for the purpose
of converting it into an offshore gaming vessel. CLP plans to
utilize the vessel for gaming cruises originating in Florida
and/or New York. CLP is currently evaluating sites to determine
where the vessel, when operational, will be docked. CLP is in the
initial stages of refurbishing the vessel. The purchase and
refurbishing costs incurred through November 30, 1996 have been
recorded as Construction in Progress in the amount of $554,331.
<PAGE 9>
CLP owns 756 acres in Christian County, Missouri, along the
main highway between Springfield, Missouri and Branson, Missouri
(the "Christian County Site"). Management is of the opinion that
the Christian County Site can be used for a time sharing
facility, a theme park, a hotel/convention center and/or other
activities. Based on management's review of the current real
estate market in Christian County, Missouri, management is of the
opinion that the Christian County Site can be resold for an
amount in excess of the aggregate purchase price, and has
retained a real estate broker in an attempt to sell a major
portion of such site.
CLP and the Eastern Shawnee Tribe of Oklahoma (the "Tribe)
entered into a management agreement to develop and operate a
Class A/Class III gaming facility near Seneca, Missouri (the
"Seneca Facility"). Because of a federal circuit court decision
invalidating the statutory right of the Secretary of the Interior
to dedicate land in trust for Native American Indian tribes under
the Indian Reorganization Act, which opinion was reversed on
October 15, 1996, and a then pending battle for control of the
Tribe, with one of the issues being the management agreement with
CLP, CLP had suspended any further action by it with respect to
the Seneca Facility. Depending on developments, the Company will
review whether it will attempt to proceed with the Seneca
Facility.
CLP also continues to explore the possibility of opening and
operating other gaming facilities. Consulting and other related
project costs have been reserved and charged to operations in the
amounts of $126,342 and $182,127 for the quarter and six months
ended November 30, 1996, respectively.
Effective November 30, 1996, CLP sold all the assets,
properties, business and goodwill of an operating division of CLP
to a public corporation for 2,000,000 shares of the purchaser's
common stock valued at $100,000 and the assumption by the
purchaser of certain liabilities of such CLP division as of
November 30, 1996.
Note 3 - Issuance of Short-term Debt
During July 1996, the Company entered into unsecured
installment loan agreements with two vendors in the aggregate
principal amount of $76,115 at an average annual interest rate of
10.13%. The balances are due in aggregate monthly installments of
$7,174, including interest, through April 1997.
Note 4 - Long-term Debt
Long-term debt consisted of the following at November 30, 1996:
10% note payable due February 28, 1998 (a) $1,025,519
Less current portion............. 128,055
----------
$ 897,464
----------
----------
___________________________
(a) On February 28, 1996, the Company, as part of its purchase
of property, was issued a 10% mortgage from the sellers in
the principal amount of $1,072,475, with payments of $50,000
<PAGE 10>
(including interest) due every three months and a final
payment of principal and interest due at the end of two
years. The payment due November 29, 1996 was paid December
24, 1996.
Note 5 - Common Stock
Per share amounts are based upon the weighted average Common
Stock shares outstanding of 16,920,827 and 15,378,249 for the
quarter and six months ended November 30, 1996, respectively, and
10,684,948 and 10,155,701 for the quarter and six months ended
November 30, 1995, respectively. Losses per share of Common Stock
were computed by dividing the corresponding loss for each period
by the weighted average number of shares of Common Stock
outstanding for each period. Common stock equivalents are not
included because the effect would be anti-dilutive. Fully diluted
computations are not shown because all potentially dilutive
securities would have an anti-dilutive effect on per share
amounts.
In June 1996, the Company issued to an individual for services
rendered 50,000 shares of the Common Stock and a Common Stock
purchase warrant expiring June 11, 2001 to purchase 50,000 shares
of Common Stock at an exercise price of $1.50 per share.
On June 27, 1996, the Company issued and a creditor accepted
47,000 shares of the Common Stock in satisfaction of outstanding
debt of $63,296 as of May 31, 1996.
On August 7, 1996 the Company issued to an officer of the
Company, as consideration for the officer's services in securing
gaming opportunities for CLP and as part of an employment
agreement dated as of September 25, 1996, a Common Stock purchase
warrant expiring August 6, 1999 to purchase, commencing February
7, 1997, 1,500,000 shares of the Common Stock at $.75 per share.
On August 7, 1996, the Company entered into a consulting
agreement with an individual, which modified a previous agreement
dated April 16, 1996. A separate consulting agreement dated April
16, 1996 with a second individual, which included a Common Stock
purchase warrant expiring April 15, 1999 to purchase 2,000,000
shares of the Common Stock, was canceled. The terms of the
modified consulting agreement were for the individual to perform
financial, public relation and gaming related consulting services
for a period of two years at a cost of $400,000 and included the
issuance of Common Stock purchase warrants expiring April 16 and
August 6, 1999, respectively, to purchase, both commencing
February 7, 1997, 2,000,000 and 1,000,000 shares, respectively,
of the Common Stock both at $.75 per share. The individual also
exercised his warrant expiring April 15, 1999 to purchase
1,000,000 shares of the Common Stock at an exercise price of $.75
per share for gross proceeds of $750,000. The individual retained
$400,000 in accordance with his consulting agreement and the
Company received net proceeds of $350,000. On October 7, 1996,
the individual exercised his warrant expiring April 16, 1999 as
to 500,000 shares of the Common Stock after the Company waived
the prohibition on exercise and lowered the exercise price to $.25 per share
for such shares, the proceeds of which were
received by the Company on November 30, 1996 as to $50,000 and on
December 17, 1996 as to $75,000.
On August 22, 1996, the Company, pursuant to Regulation S under
the Securities Act, sold to three non-"U.S. persons" in "off-
shore transactions", for gross proceeds of $500,000, 1,000,000
shares of the Common Stock.
<PAGE 11>
On September 4, 1996, the Company, pursuant to Regulation S
under the Securities Act, sold to a non-"U.S. person" in an "off-
shore transaction", for gross proceeds of $600,000, 1,200,000
shares of the Common Stock and issued a Common Stock purchase
warrant expiring September 2, 2001 to purchase 1,000,000 shares
of the Common Stock at an exercise price of $1.00 per share. The
Company paid a private placement fee of $100,000 to an agent for
this offering.
On October 10, 1996, the Company issued 100,000 shares of the
Common Stock to a creditor for outstanding debt and anticipated
future services.
On November 27, 1996, the Company issued and a creditor
accepted 206,991 shares of the Common Stock in satisfaction of
outstanding debt of $206,991 due to the creditor as of May 31,
1994.
During the six months ended November 30, 1996, the Company
issued 46,093 shares of the Common Stock for various services
rendered. The stock was valued at the value of the services
rendered.
Note 6 - Additional Paid-in Capital
Various issuances and exercises of warrants of the Common Stock have
been accounted for to reflect the excess of the then current market
values of the Common Stock over the exercise prices when the warrants
and the Common Stock were issued. This has resulted in increases to
Additional Paid-in Capital and charges to operations in the amount
of $292,600 for the quarter and six months ended November 30, 1996.
Note 7 - Subsequent Events
On December 23, 1996, the Company sold to an investor 100,000
shares of the Common Stock for gross proceeds of $50,000. The
Company also issued to the investor 100,000 shares of the Common
Stock as designee for services rendered to CLP by a relative of
the investor.
On December 26, 1996, an officer of the Company exercised his
warrant expiring August 6, 1999 as to 500,000 shares of the
Common Stock after the Company waived the prohibition on exercise
prior to February 7, 1997 and lowered the exercise price to $.25
per share for such shares.
<PAGE 12>
CREATIVE LEARNING PRODUCTS, INC. AND SUBSIDIARIES
Item 2.
Management's Discussion and Analysis or Plan of Operations
RESULTS OF OPERATIONS
---------------------
The following discussion relates to operations.
SALES
Sales for the quarter and six months ended November 30, 1996
decreased by $424,362 or 78% and $660,381 or 73%, respectively,
as compared with sales for the corresponding prior year periods.
The decreases were principally due to lower sales volume
resulting from a shift in emphasis from marketing current products
to gaming projects.
GROSS PROFIT
The gross profit for the quarter and six months ended November
30, 1996 decreased by $177,151 or 69% and $320,760 or 68%,
respectively, as compared with the gross profit for the
corresponding prior year periods. The decreases were primarily
due to the decreases in sales for the current periods.
SELLING EXPENSES
Selling expenses for the quarter and six months ended November 30,
1996 decreased by $194,750 or 90% and $260,374 or 82%, respectively,
as compared with these expenses in the corresponding prior year periods.
The decreases were principally due to a shift in expenses from marketing
current products to emphasis on potential gaming projects which have
not as yet produced revenues.
GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses for the quarter and six months
ended November 30, 1996 increased by $228,157 or 48% and $254,151 or
27%, respectively, as compared with these expenses in the corresponding
prior year periods. The increases were principally due to financial and
gaming consulting expenses and litigation costsincurred during the current
periods.
RESERVE FOR GAMING PROJECTS
Reserve for gaming projects for the quarter and six months ended
November 30, 1996 increased by $235,087 or 216% and $216,519 or
630%, respectively, as compared with this expense in the corresponding
prior year periods. The increases were principally due to the
adjustment in the prior
<PAGE 13>
periods of Seneca Project costs previously reserved and consulting
and other project costs reserved for during the current periods.
WARRANT EXERCISE AND DEBT CONVERSION EXPENSES
Warrant exercise expense of $250,000 for the quarter and six months
ended November 30, 1996 and debt conversion expense of $476,293 and
$518,854 for the quarter and six months ended November 30, 1995,
respectively, was due to the accounting for issuance of the
Common Stock during the periods to reflect the excess of the then
current market values of the Common Stock over the transaction prices
when issued.
INTEREST EXPENSE
Interest expense for the quarter and six months ended November
30, 1996 increased by $17,851 or 193% and $24,612 or 81%,
respectively, as compared with interest expense for the
corresponding prior year periods. The increases were principally
due to the interest on the mortgage on property purchased in
February 1996.
NAFTA
The North American Free Trade Act does not have a significant
effect on the consolidated operations.
INFLATION
Inflation does not have an impact on the consolidated
operations.
LIQUIDITY AND CAPITAL RESOURCES
The consolidated cash balance decreased for the six months
ended November 30, 1996 by $428,884 resulting in an ending cash
balance of $112,726. The decrease in cash was due primarily to
the purchase of a vessel. During the quarter and six months ended
November 30, 1996, CLP funded its operations principally from the
proceeds received from the sale of equity and debt securities.
The Company had received, as of December 31, 1996, $1,525,000
in gross proceeds from private placements and the exercises of
warrants. The Company also expects to receive additional funds
from private placements and the exercises of other warrants and
options during the balance of fiscal 1997. On January 13, 1997,
the Company filed a registration statement under the Securities
Act of 1933, as amended, which relates to the resale of the
underlying shares of Common Stock to be issued upon the exercise
of many of these warrants and options which may encourage
exercise by the holders when the registration statement is declared
effective. However, there can be no assurance as to when, if at
all, and in what amounts these warrants and options may be
exercised, especially in view of the current market prices for
the Common Stock. As a result of these sources of funds the
Company believes that it has sufficient resources to fund its
operations, including those related to the gaming projects, for
<PAGE 14>
at least the balance of fiscal 1997. However, there can be no
assurance as to when, if at all, the gaming projects and other
activities will generate sufficient cash flow from operations so
as not to be dependent on additional financing. In addition, to
open and operate all aspects of the gaming projects and other
activities may require additional financing after fiscal 1997,
even if the gaming projects and other activities are then
generating sufficient cash flow from operations to fund CLP's
operating requirements, which is not the current projection.
Should additional financing be required, there can be no
assurance that it will be available or, if available, available
on acceptable terms. See the sections "Branson Project", "Gaming
Vessel Project" and "Other Gaming Projects" in Item 1 to the Form
10-KSB.
As of November 30, 1996 and the date of this filing, there were
no commitments for material capital expenditures other than those
related to the Christian County Site (see the sections "Branson
Project", in Item 1 and the section "Liquidity and Capital
Resources" in Item 6 to the Form 10-KSB). However, the Company
currently estimates that it will require approximately
$15,000,000 to make the gaming vessel (see Note 2 to Unaudited
Consolidated Financial Statements) operational.
CLP expects that the proceeds from the planned sales of equity
securities during the next 12 months will provide adequate funds
to meet operating requirements. There can be no assurance,
however, that CLP will consummate such security sales to meet the
above.
<PAGE 15>
PART II
Item 1. Legal Proceedings.
See Item 3 to the Form 10-KSB for information as to
pending actions by (1) Parker Printing Co. and (2)
Westminster, et al. The Parker Printing Co. action was
settled as of October 11, 1996 and, subsequent to the
period covered by this Report, a settlement has been
reached in the Westminster action.
Item 2. Changes in Securities.
None
Item 3. Defaults Upon Senior Securities.
None
Item 4. Submission 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
The following exhibits marked with a footnote reference were
filed with a periodic report filed by the Company pursuant to
Section 13 of the Securities Exchange Act of 1934, as amended, or
a registration statement effective under the Securities Act of
1933, as amended (the "Securities Act"), and are incorporated
herein by this reference. If no footnote reference is made, the
exhibit is filed with this Report.
Number Exhibit
1(a) Copy of Management Agreement dated as of October 20, 1995
between Eastern Shawnee Tribe of Oklahoma (the "Tribe")
and Creative Gaming International, Inc. ("CGI"). (1)
1(b) Copy of Option Agreement dated as of November 8, 1995
between the Tribe and CGI. (1)
1(c) Copy of Letter dated December 13, 1995 extending the
option terms of Exhibit 1(b) hereto. (1)
1(d) Copy of Loan Agreement relating to Exhibit 1(a) hereto. (2)
2(a) Copy of Agreement dated February 28, 1996 between Cook
Hollow Company as Seller, and CGI and the Company as
Buyer. (3)
2(a)(1) Promissory Note dated February 28, 1996 from CGI
to Cook Hollow Company is Exhibit B to Exhibit 2(a)
hereto. (3)
2(a)(2) Copy of Future Advance Obligation Wraparound Deed of
Trust dated as of February 28, 1996 between CGI, Gary A.
Powell, as Trustee, and Cook Hollow Company is Exhibit C
to Exhibit 2(a) hereto. (3)
<PAGE 16>
2(a)(3) Copy of Wraparound Mortgage Agreement effective February
28, 1996 between CGI as Borrower, and Cook Hollow
Company, as Lender, is Exhibit D to Exhibit 2(a) hereto. (3)
2(a)(4) Copy of Indemnity Agreement effective February 28, 1996
among CGI and the Company, as Indemnitors and Cook Hollow
Company, as Indemnitee, is Exhibit E to Exhibit 2(a)
hereto. (3)
3(a) Copy of Consulting Agreement dated as of April 16, 1996
by and between the Company and Lee S. Rosen. (4)
3(a)(1) Copy of Common Stock purchase warrant expiring April 16,
1999 issued by the Company to Lee S. Rosen was filed as
Exhibit 4(b)(1) to Exhibit 3(a) hereto. (4)
3(b) Copy of Consulting Agreement dated as of August 7, 1996
by and between the Company and Lee S. Rosen. (5)
3(b)(1) Copy of Common Stock purchase warrant expiring April 16,
1999 issued by the Company to Lee S. Rosen. (5)
3(b)(2) Copy of Common Stock purchase warrant expiring August 6,
1999 issued by the Company to Lee S. Rosen. (5)
4(a) Copy of Employment Agreement dated as of September 25,
1996 by and between the Company and Peter J. Jegou. (6)
4(b) Copy of Common Stock purchase warrant expiring August 6,
1999 issued by the Company to Peter J. Jegou. (6)
5. The Company's Common Stock purchase warrant expiring June
11, 2001 and Common Stock purchase warrant expiring
September 2, 2001 are substantially identical to the form
of Common Stock purchase warrant expiring April 29, 1998
filed as Exhibit 10(d)(1) to the Company's Annual Report
on Form 10-KSB for the fiscal year ended May 31, 1996
except as to the name of the holder, the expiration date
and the exercise price and, accordingly, pursuant to
instruction 2 to Item 601 of Regulation S-K under the
Securities Act are not individually filed.
6. Copy of Agreement dated as of October 18, 1996 by and
among the Company, Kards for Kids, Inc. and Nightwing
Entertainment Group, Inc.
7. Copy of Purchase and Sale Agreement dated as of October
__, 1996 by and among Jerry Ward Cars, Inc., Edward
Lockel, Jim's Truck and Equipment, Inc., and Creative
Gaming International, Inc.
_______________________
(1) Filed as an exhibit to the Company's Quarterly Report on
Form 10-QSB for the quarter ended November 30, 1995 and
incorporated herein by this reference.
(2) Filed as an exhibit to the Company's Annual Report on
Form 10-KSB for the fiscal year ended May 31, 1996 and
incorporated herein by this reference.
(3) Filed as an exhibit to the Company's Quarterly Report on
Form 10-QSB for the quarter ended February 29, 1996 and
incorporated herein by this reference.
<PAGE 17>
(4) Filed as an exhibit to the Company's Registration
Statement on Form S-8 filed on June 7, 1996 and
incorporated herein by this reference.
(5) Filed as an exhibit to the Company's Registration
Statement on Form S-8 filed on October 3, 1996 with
respect to Consulting Agreement dated as of August 7,
1996, and incorporated herein by this reference.
(6) Filed as an exhibit to the Company's Registration
Statement on Form S-8 filed on October 3, 1996 with
respect to Employment Agreement dated as of September 25,
1996, and incorporated herein by this reference.
(b) Reports on Form 8-K
None
<PAGE 18>
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.
Dated: January 29, 1997
CREATIVE LEARNING PRODUCTS, INC.
By: /s/ PETER J. JEGOU
-------------------
Peter J. Jegou
President and Chief Executive Officer
By: /s/ WALTER J. KRZANOWSKI
-------------------------
Walter J. Krzanowski
Treasurer and Chief Financial Officer
<PAGE E-1>
EXHIBIT INDEX
CREATIVE LEARNING PRODUCTS, INC.
EXIBITS FILED WITH QUARTERLY REPORT ON FORM 10-QSB FOR THE
QUARTER ENDED NOVEMBER 30, 1996
Page
Number Exhibit Number
- ------ ------- --------
6. Copy of Agreement dated as of October 18, 1996 E-2
by and among the Company, Kards for Kids, Inc.
and Nightwing Entertainment Group, Inc.
7. Copy of Purchase and Sale Agreement dated E-7
October __, 1996 by and among Jerry Ward Cars,
Inc., Edward Lockel, Jim's Truck and Equipment
Inc. and CGI.