<PAGE 1>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] Quarterly Report under Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the fiscal quarter ended February 28, 1997
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 April 10, 1997, 19,875,795 shares of the Common Stock
were outstanding.
<PAGE 2>
CREATIVE LEARNING PRODUCTS, INC. AND SUBSIDIARIES
Form 10-QSB Index
February 28, 1997
PART I
------
Page
Item 1. Financial Statements (Unaudited): Number
------
Consolidated Balance Sheet at February 28, 1997......... 3
Consolidated Statements of Operations for the quarters
ended February 28, 1997 and February 29, 1996.......... 5
Consolidated Statements of Operations for the nine
months ended February 28, 1997 and February 29, 1996... 6
Consolidated Statements of Cash Flows for the nine
months ended February 28, 1997 and February 29, 1996... 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
February 28, 1997
(Unaudited)
ASSETS
Current Assets:
Cash.................................................. $ 73,503
Accounts receivable - net of allowance for doubtful
accounts of $5,257................................... 310,522
Inventories........................................... 68,593
Receivable from officers.............................. 171,841
Prepaid expenses and other current assets............. 573,008
---------
Total current assets................................. 1,197,467
---------
Property and Equipment:
Land.................................................. 2,410,452
Construction in progress.............................. 677,859
Machinery and equipment............................... 83,137
Furniture and fixtures................................ 29,672
---------
3,201,120
Less accumulated depreciation......................... 86,282
---------
Property and equipment-net........................... 3,114,838
Other Assets:
Investment in gaming projects, net of reserve
of $521,923.......................................... 13,617
Intangibles, net of accumulated amortization
of $543,552.......................................... 475,619
Miscellaneous......................................... 9,890
-------
Total other assets................................... 499,126
-------
$4,811,431
----------
----------
See Notes to Unaudited Consolidated Financial Statements.
<PAGE 4>
CREATIVE LEARNING PRODUCTS, INC. AND SUBSIDIARIES
Consolidated Balance Sheet
February 28, 1997
(Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current maturities of long-term debt................... $ 131,255
Short-term notes payable............................... 13,681
Accounts payable....................................... 578,988
Accrued expenses and other current liabilities......... 336,899
---------
Total current liabilities............................. 1,060,823
---------
Long-term Debt:
Long-term debt, less current maturities of $131,255.... 869,902
--------
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: 19,358,467 shares...... 19,070,351
Additional paid-in capital.............................. 3,370,741
Accumulated deficit..................................... (19,560,386)
------------
Total stockholders' equity............................. 2,880,706
-----------
$ 4,811,431
-----------
See Notes to Unaudited Consolidated Financial Statements.
<PAGE 5>
CREATIVE LEARNING PRODUCTS, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
Quarter Ended February 28,
--------------------------
1997 1996
---- ----
Net sales............................. $ 53,717 $ 354,708
Cost of goods sold.................... 15,753 208,154
-------- ---------
Gross profit......................... 37,964 146,554
------- --------
Selling expenses..................... 15,756 64,916
General and administrative expenses.. 946,601 538,098
Reserve for gaming projects.......... 61,970 62,463
Warrant exercise and debt conversion
expenses............................ 161,250 5,083
Interest expense..................... 26,055 3,499
--------- -------
1,211,632 674,059
--------- -------
Net loss........................... $(1,173,668) $ (527,505)
------------ -----------
------------ -----------
Net loss per share................. $(.06) $(.05)
------ ------
------ ------
See Notes to Unaudited Consolidated Financial Statements.
<PAGE 6>
CREATIVE LEARNING PRODUCTS, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
Nine Months Ended February 28,
------------------------------
1997 1996
---- ----
Net sales............................. $ 299,913 $ 1,261,285
Cost of goods sold.................... 111,319 643,341
---------- -----------
Gross profit.......................... 188,594 617,944
---------- ----------
Selling expenses...................... 71,379 380,913
General and administrative expenses... 2,139,152 1,476,498
Reserve for gaming projects........... 244,097 28,071
Warrant exercise and debt conversion
expenses............................. 411,250 523,937
Interest expense...................... 80,933 33,765
----------- ----------
2,946,811 2,443,184
----------- ----------
Net loss from operations.............. (2,758,217) (1,825,240)
Gain on disposal of assets............ 211,983 -
------------ ------------
Net Loss.............................. $(2,546,234) $(1,825,240)
------------ ------------
------------ ------------
Net loss per share.................... $(.16) $(.17)
------ ------
------ ------
See Notes to Unaudited Consolidated Financial Statements.
<PAGE 7>
CREATIVE LEARNING PRODUCTS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
Nine Months Ended February 28,
------------------------------
1997 1996
---- ----
Cash flows from operating activities:
Net loss................................. $(2,546,234) $(1,825,240)
------------ ------------
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization.......... 176,355 196,023
Reserve for gaming projects............ 244,097 28,071
Warrant and debt conversion expenses... 491,200 523,937
Gain on disposal of assets............. (211,983) -
Changes to operating assets and
liabilities:
Accounts receivable................... 48,105 (99,677)
Inventories........................... (36,479) 5,482
Prepaid expenses and other current
assets............................... (385,166) (29,856)
Accounts payable...................... 353,676 328,142
Accrued expenses and other current
liabilities.......................... 216,532 100,049
----------- -----------
Total adjustments.................... 896,337 1,052,171
----------- -----------
Net cash used in operating activities (1,649,897) (773,069)
Cash flows from investing activities:
Increase in gaming projects.............. (257,714) (279,939)
Additions to property and equipment...... (677,859) (1,491,605)
----------- -----------
Net cash used in investing activities.. (935,573) (1,771,544)
----------- -----------
Cash flows from financing activities:
Repayment of short-term borrowings....... (55,773) (74,000)
Proceeds from short-term borrowings...... 69,454 625,000
Proceeds from long-term borrowings....... - 1,072,475
Repayment of long-term debt.............. (71,318) -
Proceeds from issuances of stock......... 2,175,000 1,031,960
----------- ----------
Net cash provided by financing activities 2,117,363 2,655,435
----------- ----------
Net increase (decrease) in cash........... (468,107) 110,822
Cash at beginning of the period........... 541,610 122,249
----------- ----------
Cash at end of the period................. $ 73,503 $ 233,071
----------- ----------
----------- ----------
Supplemental disclosure of cash flow
information:
Cash paid during the period for interest.. $ 82,716 $ 11,057
--------- ---------
--------- ---------
Supplemental schedule of non-cash
financing activities:
Debt and other liabilities converted to
Common Stock.............................. $ 848,060 $ 1,213,794
---------- -----------
---------- -----------
<PAGE 8>
See Notes to Unaudited Consolidated Financial Statements.
CREATIVE LEARNING PRODUCTS, INC. AND SUBSIDIARIES
Notes To Consolidated Financial Statements
February 28, 1997
(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 nine months ended February 28, 1997 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 negotiating a site in New York 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 February 28, 1997 have been recorded as Construction in
Progress in the amount of $677,859.
<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.
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 $61,970 and $244,097 for the quarter and nine months ended
February 28, 1997, respectively.
Effective November 30, 1996, CLP sold all the assets, properties,
business and goodwill of an operating division of CLP valued at
$373,530 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 valued at $485,313, which resulted in a gain on such disposal
of $211,983.
Note 3 - Issuance of Short-term Debt
During July 1996, the Company entered into unsecured installment
loan agreements with two vendors in the aggregate net principal amount
of $69,454 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 February 28, 1997:
10% note payable due February 28, 1998 (a) $1,001,157
Less current portion...................... 131,255
----------
$ 869,902
----------
----------
___________________________
(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
(including interest) due every three months and a final payment
of principal and interest due at the end of two years.
<PAGE 10>
Note 5 - Common Stock
Per share amounts are based upon the weighted average Common Stock
shares outstanding of 18,389,000 and 16,370,804 for the quarter and
nine months ended February 28, 1997, respectively, and 11,621,822 and
10,642,624 for the quarter and nine months ended February 29, 1996,
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. The individual exercised his
warrant expiring April 16, 1999 as to 1,600,000 shares of the Common
Stock, 500,000 shares at $.25 per share each on October 7, 1996 and
January 16, 1997 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, and 600,000 shares at $.50 per share on March
13, 1997 after the Company lowered the exercise price to $.50 per
share for such shares.
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.
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
<PAGE 11>
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, 1996.
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.
During the nine months ended February 28, 1997, the Company issued
132,093 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
$491,200 for the nine months ended February 28, 1997.
Note 7 - Subsequent Events
On March 3, 1997, an officer of the Company exercised his warrant
expiring August 6, 1999 as to 500,000 shares of the Common Stock after
the Company 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 nine months ended February 28, 1997
decreased by $300,991 or 85% and $961,372 or 76%, respectively, as
compared with sales for the corresponding prior year periods. The
decreases were principally due to lower sales volume with a major
customer and from a shift in emphasis from marketing videos and other
products to gaming projects.
GROSS PROFIT
Gross profit for the quarter and nine months ended February 28, 1997
decreased by $108,590 or 74% and $429,350 or 69%, respectively, as
compared with gross profit for the corresponding prior year periods.
Gross profit margins for the quarter and nine months ended February
28, 1997 were 71% and 63%, respectively, as compared with 41% and 49%,
respectively, for the corresponding prior year periods. The changes
were principally due to the decreases in sales during the periods
which resulted in changes in customer and product mix with higher
gross margins.
SELLING EXPENSES
Selling expenses for the quarter and nine months ended February 28,
1997 decreased by $49,160 or 76% and $309,534 or 81%, respectively, as
compared with these expenses in the corresponding prior year periods.
The decreases were principally due to a shift in expenses from
marketing videos and other 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 nine months
ended February 28, 1997 increased by $408,503 or 76% and $662,654 or
45%, 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 costs
incurred during the current periods.
<PAGE 13>
RESERVE FOR GAMING PROJECTS
Reserve for gaming projects decreased for the quarter and increased
for the nine months ended February 28, 1997 by $493 or 1% and $216,026
or 770%, respectively, as compared with this expense in the
corresponding prior year periods. The increase was principally due to
the adjustment in the prior 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 $161,250 and $411,250 for the quarter
and nine months ended February 28, 1997, respectively, and debt
conversion expense of $5,083 and $523,937 for the quarter and nine
months ended February 29, 1996, respectively, were due to the
issuances 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 nine months ended February 28,
1997 increased by $22,556 or 645% and $47,168 or 140%, 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
CLP's cash position was $73,503 as of February 28, 1997 as compared
with $541,610 as of May 31, 1996 or a decrease of $468,107. Cash flows
from operating activities during the nine months ended February 28,
1997 used cash of $1,649,897 due to the net loss of $2,546,234
adjusted for depreciation and amortization of $176,355, reserve for
gaming projects of $244,097, warrant exercise expenses of $491,200, a
gain of $211,983 from the sale of an operating division of CLP, an
increase in prepaid expenses (principally financial and gaming
consulting fees) and other current assets of $385,166, a decrease in
accounts payable and other current liabilities of $570,208 and a net
change in other operating items providing cash of $11,626.
During the nine months ended February 28, 1997, CLP expended
$257,714 for gaming projects and $677,859 for the purchase of a vessel
for the purpose of converting it into an offshore gaming vessel or an
aggregate of $935,573 in net cash used in investing activities.
<PAGE 14>
The net cash provided by financing activities during the nine months
ended February 28, 1997 was $2,117,363, consisting of net short-term
borrowings of $13,681 and proceeds of $2,175,000 from issuances of
stock offset by the repayment of long-term debt of $71,318. These
proceeds funded operational requirements, gaming project costs and
vessel purchase costs. Operating liabilities of $848,060 were
converted to Common Stock during the nine months ended February 28,
1997.
The Company had received, as of February 28, 1997, $2,175,000 in
proceeds from private placements and the exercises of warrants. The
Company also seeks 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 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 February 28, 1997 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 $25,000,000 to make the gaming vessel
project operational (see Note 2 to Unaudited Consolidated Financial
Statements). The Company has retained an investment banker to secure
funding for the gaming vessel project.
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) Copy of 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.
(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.
<PAGE 17>
(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: April 14, 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
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<FISCAL-YEAR-END> MAY-31-1997
<PERIOD-START> JUN-01-1996
<PERIOD-END> FEB-28-1997
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0
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