<PAGE>
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>
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: February 27, 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
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAY-31-1997
<PERIOD-START> JUN-1-1996
<PERIOD-END> NOV-30-1996
<CASH> 112,726
<SECURITIES> 0
<RECEIVABLES> 555,597
<ALLOWANCES> 0
<INVENTORY> 68,840
<CURRENT-ASSETS> 1,361,158
<PP&E> 3,077,592
<DEPRECIATION> 83,636
<TOTAL-ASSETS> 4,905,199
<CURRENT-LIABILITIES> 863,337
<BONDS> 0
0
0
<COMMON> 18,358,975
<OTHER-SE> (15,214,577)
<TOTAL-LIABILITY-AND-EQUITY> 4,905,199
<SALES> 246,196
<TOTAL-REVENUES> 0
<CGS> 95,566
<TOTAL-COSTS> 1,498,174
<OTHER-EXPENSES> 182,127
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 54,878
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,584,549
<DISCONTINUED> 211,983
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,372,566)
<EPS-PRIMARY> (.09)
<EPS-DILUTED> 0
</TABLE>
