What changed in this filing

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Item 9A. Controls and Procedures

2022-01-11 compared with 2020-12-30 · 1314 added, 1137 removed, 331 unchanged (88% of the section changed)

Controls and Procedures

of Disclosure Controls and Procedures

Principal Executive Officer and Principal Financial Officer conducted an evaluation of the effectiveness of our disclosure controls

and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”).

Based on this evaluation, our Principal Executive Officer and Principal Financial Officer concluded that in light of the material

weaknesses described below, our disclosure controls and procedures were not effective as of September 30, 2020.

See material weaknesses

discussed below in Management’s Annual Report on Internal Control over Financial Reporting.

Management’s

Annual Report on Internal Control Over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is

defined in Exchange Act Rule 13a-15(f).

Our management conducted an evaluation of the effectiveness of our internal control over

financial reporting based on the framework in the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring

Organizations of the Treadway Commission.

internal control over financial reporting is a process designed under the supervision of our Principal Executive Officer and Principal

Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our

financial statements for external reporting purposes in accordance with GAAP.

Internal control over financial reporting includes

those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly

reflect the transactions and dispositions of our assets;

(ii) provide reasonable assurance that transactions are recorded as necessary

to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditure are being made only in

accordance with authorizations of our management and directors;

and (iii) provide reasonable assurance regarding prevention or

timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial

material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there

is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or

detected on a timely basis.

of September 30, 2020, we conducted an evaluation of the effectiveness of our internal control over financial reporting.

Our management

concluded that our internal controls over financial reporting were not effective as of September 30, 2020 due to the following

identified material weaknesses:

have not established and/or maintained adequately designed internal controls in order to prevent or detect and correct material

misstatements to the financial statements, including internal controls related to complex or nonroutine transactions.

We lack the necessary accounting resources with sufficient SEC

reporting experience, US GAAP knowledge and accounting experience.

believes that despite our material weaknesses, our consolidated financial statements for the year ended September 30, 2020 are

fairly stated, in all material respects, in accordance with GAAP.

in Internal Control Over Financial Reporting

the fourth quarter of 2020, there were no changes in our internal control over financial reporting that have materially affected,

or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations Over Internal Controls

including our Principal Executive Officer and Principal Financial Officer, does not expect that disclosure controls and internal

controls will prevent all errors and all fraud.

A control system, no matter how well conceived and operated, can provide only

reasonable, not absolute, assurance that the objectives of the control system are met.

Further, the design of a control system

must reflect the fact that there are no resource constraints, and the benefits of controls must be considered relative to their

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that

all control issues and instances of fraud, if any, within the Company have been detected.

These inherent limitations include the

realities that judgements in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.

Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management

override of the controls.

Evaluation of Disclosure Controls and Procedures

Our Principal Executive

Officer and Principal Financial Officer conducted an evaluation of the effectiveness of our disclosure controls and procedures

as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”).

this evaluation, our Principal Executive Officer and Principal Financial Officer concluded that in light of the material weaknesses

described below, our disclosure controls and procedures were not effective as of September 30, 2021.

See material weaknesses discussed

below in Management’s Annual Report on Internal Control over Financial Reporting.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is

responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange

Act Rule 13a-15(f).

Our management conducted an evaluation of the effectiveness of our internal control over financial reporting

based on the framework in the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations

of the Treadway Commission.

Our internal control

over financial reporting is a process designed under the supervision of our Principal Executive Officer and Principal Financial

Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements

for external reporting purposes in accordance with GAAP.

Internal control over financial reporting includes those policies and

procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions

and dispositions of our assets;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation

of financial statements in accordance with GAAP, and that receipts and expenditure are being made only in accordance with authorizations

of our management and directors;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized

acquisition, use or disposition of our assets that could have a material effect on the financial statements.

A material weakness

is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable

possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely

As of September 30,

2021, we conducted an evaluation of the effectiveness of our internal control over financial reporting.

Our management concluded

that our internal controls over financial reporting were not effective as of September 30, 2021 due to the following identified

material weaknesses:

We have not established and/or maintained adequately designed internal controls in order to prevent or detect and correct material misstatements to the financial statements, including internal controls related to complex or nonroutine transactions.

We lack the necessary accounting resources with sufficient SEC reporting experience, US GAAP knowledge and accounting experience.

Management believes

that despite our material weaknesses, our consolidated financial statements for the year ended September 30, 2021 are fairly stated,

in all material respects, in accordance with GAAP.

Changes in Internal Control Over Financial Reporting

During the fourth

quarter of 2021, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably

likely to materially affect, our internal control over financial reporting.

Inherent Limitations Over Internal Controls

Management, including

our Principal Executive Officer and Principal Financial Officer, does not expect that disclosure controls and internal controls

will prevent all errors and all fraud.

A control system, no matter how well conceived and operated, can provide only reasonable,

not absolute, assurance that the objectives of the control system are met.

Further, the design of a control system must reflect

the fact that there are no resource constraints, and the benefits of controls must be considered relative to their costs.

of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues

and instances of fraud, if any, within the Company have been detected.

These inherent limitations include the realities that judgements

in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.

Additionally, controls can

be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls.

Other Information

Directors, Executive Officers and Corporate Governance Directors and Executive Officers

Our directors and executive

officers and their ages at December 21, 2020, are listed in the following table:

and Chief Executive Officer

and President

Kenny-Charlton

Directors, Executive Officers and Corporate Governance

Directors and Executive Officers

Our directors and

executive officers and their ages at December 31, 2021, are listed in the following table:

Christopher Rego

Director and Chief Executive Officer

Director and President

Gary Zell, II

Financial Officer

Christopher Rego became

a director in February 2020, at which time he also became chief executive officer of BFK Franchise Company, LLC (“BFK”),

Chief Financial Officer

Christopher Rego

became a director in February 2020, at which time he also became chief executive officer of BFK Franchise Company, LLC (“BFK”),

our principal operating subsidiary.

12 unchanged sentences

since 2013, and the founder and managing partner of Bricknowland, Inc., since 2015.

From March 2014 until

April 2016, Mr.

From March 2014 until April

Rego was Quality Assurance Consulting/Manager at Tibco Software.

Rego has also held various management and

architect roles to contribute to the success of rapidly growing technology companies such as Oracle, Yahoo!, Tapjoy, and Intuit.

Rego has been a Bricks 4 Kidz franchisee since November 2013, and has been a partner with Mr.

Simento in a Bricks 4 Kidz franchise

in the United Arab Emirates since May 2015.

Rego earned a Bachelor of Science degree from Andhra Loyola College in Andhra

Pradesh India and an MBA in Marketing and Finance from Acharya Nagarjuna University Andhra Pradesh, India.

Whiton became a director in February 2020.

Rego has also held various management and architect

roles to contribute to the success of rapidly growing technology companies such as Oracle, Yahoo!, Tapjoy, and Intuit.

has been a Bricks 4 Kidz franchisee since November 2013, and has been a partner with Mr.

Simento in a Bricks 4 Kidz franchise in

the United Arab Emirates since May 2015.

Rego earned a Bachelor of Science degree from Andhra Loyola College in Andhra Pradesh

India and an MBA in Marketing and Finance from Acharya Nagarjuna University Andhra Pradesh, India.

became a director in February 2020.

On June 2, 2020, Mr.

Whiton became the president of the Company.

has over 20 years of experience managing public and private investments.

His experience focuses largely on early stage and turnaround

operations in franchising, technology, biometrics, manufacturing, and payment processing.

Whiton has over 20 years

of experience managing public and private investments.

His experience focuses largely on early stage and turnaround operations

in franchising, technology, biometrics, manufacturing, and payment processing.

In addition, Mr.

Whiton was an early

investor in the Company and served as its Interim CEO from July 22, 2015 to May 11, 2017.

He has owned and managed a successful

private cosmetics company for over 10 years.

Whiton was an early investor in

the Company and served as its Interim CEO from July 22, 2015 to May 11, 2017.

He has owned and managed a successful private cosmetics

company for over 10 years.

From October 2016 to the present, Mr.

Whiton has been managing member of Trew Pharma

LLC, which used to manufacture, markets, and distributes beauty products (but is in the process of winding down operations), and

from January 2019 to the present has been CEO of Smart Tires USA LLC, a franchise company that provides a rent-to-own program

Kenny-Charlton has served as a director of the Company since July 2015.

Kenny-Charlton is an attorney with Fisher Zucker

Kenny-Charlton concentrates her practice in commercial transactions, general corporate, and franchise, licensing and

distribution law.

Kenny-Charlton is a member of the International Franchise Association and has been repeatedly named a “Legal

by the Franchise Times for her work in the field of franchise law.

Kenny-Charlton is a graduate of Villanova

University School of Law and holds a B.A.

from Villanova University.

Whiton has been managing member of Trew Pharma LLC, which used

to manufacture, markets, and distributes beauty products (but is in the process of winding down operations), and from January 2019

to the present has been CEO of Smart Tires USA LLC, a franchise company that provides a rent-to-own program for tires.

has served as a director of the Company since May 19, 2020.

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Rego in a Bricks 4 Kidz franchise in the United Arab Emirates since May 2015.

Gary Zell, II has served as a director of the Company since May 19, 2020.

Zell has been a Multiple Line General Agent with

American National Insurance Company since 1994, responsible for sales, profitability, and recruiting of a $62 million+ insurance

agency with over 70 agents and subproducers.

II has served as a director of the Company since May 19, 2020.

Zell has been a Multiple Line General Agent with American

National Insurance Company since 1994, responsible for sales, profitability, and recruiting of a $62 million+ insurance agency

with over 70 agents and subproducers.

From 2016 to the present, Mr.

Zell has been president of ThirdPatent Holdings and

ThirdPro HMM, which provide social media audits for parents, colleges, universities, human resources professionals, and professional

Zell has been president of ThirdPatent Holdings and ThirdPro

HMM, which provide social media audits for parents, colleges, universities, human resources professionals, and professional sports.

Zell earned a Bachelors Degree in Economics from Sewanee:

The University of the South in Sewanee, Tennessee.

Mike Elkin became

the Company’s Chief Financial Officer on October 1, 2020.

Elkin has over 20 years of experience as a controller and financial

His experience includes providing financial and accounting advice to REIT’s, non-profits and turnaround situations

in the manufacturing, distribution and service company sectors.

became the Company’s Chief Financial Officer on October 1, 2020.

Elkin has over 20 years of experience as a controller

and financial manager.

His experience includes providing financial and accounting advice to REIT’s, non-profits and turnaround

situations in the manufacturing, distribution and service company sectors.

Since 2017, Mr.

Elkin has served as the controller for a private

Real Estate Investment Trust (“REIT”).

Elkin has served as the controller for

a private Real Estate Investment Trust (“REIT”).

From 2005 to 2006, Mr.

Elkin operated a consulting business in which he served

as part-time controller or chief financial officer for various private businesses.

Elkin operated a consulting business in which

he served as part-time controller or chief financial officer for various private businesses.

Elkin has a B.S.

Degree in Accounting from

the University of Florida, a Masters Degree in Accounting from Nova Southeastern University, and a Masters Degree in Finance from

Florida International University.

Degree in Accounting

from the University of Florida, a Masters Degree in Accounting from Nova Southeastern University, and a Masters Degree in Finance

from Florida International University.

Elkin has been recognized by the Jacksonville Business Journal as CFO of the year.

also honored by the Jacksonville Jewish Journal for Social Action Work in the community.

of the directors and executive officers share any familial relationship with any other executive officers or key employees.

of the directors and executive officers has been involved in any legal proceedings as listed in Regulation S-K, Item 401(f).

Nomination Process

Board is responsible for overseeing the selection of persons to be nominated to serve on our Board, and has not formed separate

nominating committee.

The Board believes that nominating decisions are best determined by the entire board in light of a recent

proxy solicitation effort by certain shareholders to make changes to the board’s composition.

The Board does not have a

formal policy on Board candidate qualifications.

The Board may consider those factors it deems appropriate in evaluating director

nominees made either by the Board or stockholders, including judgment, skill, strength of character, experience with businesses

and organizations comparable in size or scope to the Company, experience and skill relative to other Board members, and specialized

knowledge or experience.

Depending upon the current needs of the Board, certain factors may be weighed more or less heavily.

considering candidates for the Board, the directors evaluate the entirety of each candidate’s credentials and do not have

any specific minimum qualifications that must be met.

“Diversity,”

as such, is not a criterion that the Board considers.

The directors will consider candidates from any reasonable source, including current Board members, stockholders, professional

search firms or other persons.

The directors will not evaluate candidates differently based on who has made the recommendation.

Board nomination process is designed to ensure that the Board fulfills its responsibility to recommend candidates who are properly

qualified to serve the Company for the benefit of all of its stockholders, consistent with the standards established by the Board

under our corporate governance principles.

There have been no material changes to the procedures by which shareholders may recommend

nominees to our board of directors.

Committee Functions

May 2020, we have not had a separately designated standing Audit Committee established in accordance with Section 3(a)(58)(a)

of the Exchange Act.

was also honored by the Jacksonville Jewish Journal for Social Action Work in the community.

None of the directors

and executive officers share any familial relationship with any other executive officers or key employees.

None of the directors

and executive officers has been involved in any legal proceedings as listed in Regulation S-K, Item 401(f).

Director Nomination Process

Our Board is responsible

for overseeing the selection of persons to be nominated to serve on our Board, and has not formed separate nominating committee.

The Board believes that nominating decisions are best determined by the entire board in light of a recent proxy solicitation effort

by certain shareholders to make changes to the board’s composition.

The Board does not have a formal policy on Board candidate

qualifications.

The Board may consider those factors it deems appropriate in evaluating director nominees made either by the Board

or stockholders, including judgment, skill, strength of character, experience with businesses and organizations comparable in size

or scope to the Company, experience and skill relative to other Board members, and specialized knowledge or experience.

upon the current needs of the Board, certain factors may be weighed more or less heavily.

In considering candidates for the Board,

the directors evaluate the entirety of each candidate’s credentials and do not have any specific minimum qualifications that

“Diversity,” as such, is not a criterion that the Board considers.

The directors will consider candidates

from any reasonable source, including current Board members, stockholders, professional search firms or other persons.

The directors

will not evaluate candidates differently based on who has made the recommendation.

The Board nomination

process is designed to ensure that the Board fulfills its responsibility to recommend candidates who are properly qualified to

serve the Company for the benefit of all of its stockholders, consistent with the standards established by the Board under our

corporate governance principles.

There have been no material changes to the procedures by which shareholders may recommend nominees

to our board of directors.

Audit Committee Functions

Since May 2020, we

have not had a separately designated standing Audit Committee established in accordance with Section 3(a)(58)(a) of the Exchange

Prior to May 2020, we had an Audit Committee, the only member of which was Gary Herman.

When constituted,

the Audit Committee is responsible for oversight of the quality and integrity of the accounting,

auditing and reporting practices of the Company.

More specifically, it assists the Board of Directors in fulfilling its oversight

responsibilities relating to (i) the quality and integrity of our financial statements, reports and related information provided

to stockholders, regulators and others, (ii) our compliance with legal and regulatory requirements, (iii) the qualifications,

independence and performance of our independent registered public accounting firm, (iv) the internal control over financial reporting

that management and the Board have established, and (v) the audit, accounting and financial reporting processes generally.

Committee is also responsible for review and approval of related-party transactions.

The Audit Committee has the authority to

obtain advice and assistance from, and receive appropriate funding from the Company for, outside legal, accounting or other advisors

as it deems necessary to carry out its duties.

During periods in which the Company does not have an active Audit Committee, the

entire board performs the functions of the Audit Committee.

Committee Financial Expert

Board has determined that it does not have an “audit committee financial expert”

within the meaning of SEC rules.

When constituted, the Audit

Committee is responsible for oversight of the quality and integrity of the accounting, auditing and reporting practices of the

More specifically, it assists the Board of Directors in fulfilling its oversight responsibilities relating to (i) the

quality and integrity of our financial statements, reports and related information provided to stockholders, regulators and others,

(ii) our compliance with legal and regulatory requirements, (iii) the qualifications, independence and performance of our independent

registered public accounting firm, (iv) the internal control over financial reporting that management and the Board have established,

and (v) the audit, accounting and financial reporting processes generally.

The Committee is also responsible for review and approval

of related-party transactions.

The Audit Committee has the authority to obtain advice and assistance from, and receive appropriate

funding from the Company for, outside legal, accounting or other advisors as it deems necessary to carry out its duties.

periods in which the Company does not have an active Audit Committee, the entire board performs the functions of the Audit Committee.

Audit Committee Financial Expert

Board has determined that it does not have an “audit committee financial expert” within the meaning of SEC rules.

Code of Ethics

The Company has adopted

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A copy of the Code of Ethics is filed as an exhibit to this report, and

posted on the Company’s website, www.creativelearningcorp.com.

In addition, the Company will provide a copy of the Code of

Ethics to any shareholder who submits a written request in writing to our chief executive officer at Creative Learning Corp., 475

W Townplace, Suite, A, St.

Augustine, FL 32092;

posted on the Company’s website, creativelearningcorp.com.

In addition, the Company will provide a copy of the Code of Ethics

to any shareholder who submits a written request in writing to our chief executive officer at Creative Learning Corp., 1637 S.

Main Street, Milpitas, CA 94035;

rwhiton@creativelearningcorp.com

Communication

with the Board of Directors

stockholders and other interested parties may send written communications directly to the Board or to specified individual directors,

including the Chairman or any other non-management directors, by sending such communications to our corporate headquarters.

communications will be reviewed by our outside legal counsel and, depending on the content, will be:

to the addressees or distributed at the next scheduled board meeting;

they relate to financial or accounting matters, forwarded to the audit committee or distributed at the next scheduled audit

committee meeting;

they relate to executive officer compensation matters, forwarded to the compensation committee or discussed at the next scheduled

compensation committee meeting;

they relate to the recommendation of the nomination of an individual, forwarded to the full Board or discussed at the next

scheduled Board meeting;

they relate to our operations, forwarded to the appropriate officers of our company, and the response or other handling of

such communications reported to the Board at the next scheduled board meeting.

16(a) Beneficial Ownership Reporting Compliance

16(a) of the Exchange Act requires directors, executive officer and persons who beneficially own more than 10% of a registered

class of our equity securities to file with the SEC initial reports of ownership and reports or changes in ownership of such equity

Communication with the Board of Directors

Our stockholders

and other interested parties may send written communications directly to the Board or to specified individual directors, including

the Chairman or any other non-management directors, by sending such communications to our corporate headquarters.

Such communications

will be reviewed by our outside legal counsel and, depending on the content, will be:

forwarded to the addressees or distributed at the next scheduled board meeting;

if they relate to financial or accounting matters, forwarded to the audit committee or distributed at the next scheduled audit committee meeting;

if they relate to executive officer compensation matters, forwarded to the compensation committee or discussed at the next scheduled compensation committee meeting;

if they relate to the recommendation of the nomination of an individual, forwarded to the full Board or discussed at the next scheduled Board meeting;

if they relate to our operations, forwarded to the appropriate officers of our company, and the response or other handling of such communications reported to the Board at the next scheduled board meeting.

Section 16(a) Beneficial Ownership

Reporting Compliance

Section 16(a) of

the Exchange Act requires directors, executive officer and persons who beneficially own more than 10% of a registered class of

our equity securities to file with the SEC initial reports of ownership and reports or changes in ownership of such equity securities.

Such persons are also required to furnish us with copies of all Section 16(a) forms that they file.

Based upon a review

of the copies of the forms furnished to us and written representations from certain reporting persons, we believe that, during

the year ended September 30, 2019, none of our executive officers, directors or beneficial owners of more than 10% of any class

of registered equity security failed to file on a timely basis any such report, except as follows:

● John Simento, a director, failed to file a Form 3 after he was elected to the board of directors

on May 19, 2020;

Gary Zell, II, a director, failed to file a Form 3 after he was elected to the board of directors

on May 19, 2020;

Whiton, an officer and director, filed a late Form 4 on May 27, 2020 reporting the purchase

of 800,000 shares of common stock on May 7, 2020;

● Blake Furlow, a 10% shareholder, filed a late Form 4 on May 26, 2020 reporting various transactions

between January 16, 2020 and May 8, 2020, including the sale of 800,000 shares to Mr.

Based upon a review of the

copies of the forms furnished to us and written representations from certain reporting persons, we believe that, during the year

ended September 30, 2021, none of our executive officers, directors or beneficial owners of more than 10% of any class of registered

equity security failed to file on a timely basis any such report, except as follows:

January 22, 2021, April 6, 2021, May

10, 2021, August 11, 2021, and November

23, 2021, Blake Furlow, who beneficially

owns more than 10% of the Company’s

common stock, filed Form 4’s

that included sales of common stock

that were reported past the deadline

for reporting such sales on Form 4.

Executive Compensation

following identifies the elements of compensation for fiscal years 2020 and 2019 with respect to our “named executive officers,”

which term is defined by Item 402 of the SEC’s Regulation S-K to include (i) all individuals serving as our principal executive

officer at any time during fiscal year 2020, (ii) our two most highly compensated executive officers other than the principal

executive officer who were serving as executive officers at September 30, 2020 and whose total compensation (excluding nonqualified

deferred compensation earnings) exceeded $100,000, and (iii) up to two additional individuals for whom disclosure would have been

provided pursuant to the foregoing item (ii) but for the fact that the individual was not serving as an executive officer of the

Company at September 30, 2020.

The following identifies

the elements of compensation for the fiscal years 2021 and 2020 with respect to our “named executive officers,” which

term is defined by Item 402 of the SEC’s Regulation S-K to include (i) all individuals serving as our principal executive

officer at any time during fiscal year 2021, (ii) our two most highly compensated executive officers other than the principal executive

officer who were serving as executive officers at September 30, 2021 and whose total compensation (excluding nonqualified deferred

compensation earnings) exceeded $100,000, and (iii) up to two additional individuals for whom disclosure would have been provided

pursuant to the foregoing item (ii) but for the fact that the individual was not serving as an executive officer of the Company

at September 30, 2021.

Based on our compensation

for the fiscal year ended September 30, 2020, Bart Mitchell, Rod Whiton and Christopher Rego constitute our only “named

executive officers”

for the fiscal year ended September 30, 2021, Rod Whiton and Christopher Rego constitute our only “named executive officers”

pursuant to Item 402 of Regulation S-K.

Compensation Table

Summary Compensation Table

Name and Principal Position

Christopher Rego (2)

Bart Mitchell (3)

CEO, CFO and COO

Whiton acted as our president from June 2, 2020 to September 30, 2020, and our Principal Executive Officer from August 4, 2020 to September 30, 2020.

Christopher Rego acted as our president of one of our operating subsidiaries from February 5, 2020 to April 30, 2020, and CEO from May 1,, 2020 to September 30, 2020.

Whiton has acted as our president from June 2, 2020 to September 30, 2021, and our Principal Executive Officer from August 4, 2020 to September 30, 2021.

Christopher Rego has acted as president of one of our operating subsidiaries from February 5, 2020 to April 30, 2020, and CEO from May 1, 2020 to September 30, 2021.

Rego was our Principal Executive Officer from May 1, 2020 to August 4, 2020.

Bart Mitchell acted as our CEO from October 1, 2019 to April 29, 2020, when he was replaced by Mr.

Rego, and as our president from May 2020 to June 2, 2020, when he resigned.

Mitchell acted as our CFO and COO from October 15, 2018 to September 30, 2019.

Mitchell was our Principal Executive Officer from October 1, 2019 to April 30, 2020.

Consists of 166,667 shares issued to Mr.

Mitchell in 2019 as a bonus under his employment agreement valued at $10,000, and 112,739 shares issued to Mr.

Mitchell in 2019 for board compensation valued at $6,764.

Consists of $50,000 of severance paid to Mr.

Mitchell in 2020 upon his resignation, and a cash amounts paid to Mr.

Mitchell of $10,416 in 2019 for board compensation.

Company does not provide its officers or employees with pension, stock appreciation rights, long-term incentive or other plans.

The Company does not have a defined benefit, pension, profit sharing plan but does offer a 401(k) plan.

We did not grant any stock

options or stock appreciation rights to our named executive officers in the last fiscal year.

We did not reprice any options or

stock appreciation rights during the last fiscal year.

We did not waive or modify any specified performance target, goal or condition

to payout with respect to any amount included in any incentive plan compensation included in the summary compensation table.

Board is responsible for creating and reviewing the compensation of our executive officers, as well as overseeing our compensation

and benefit plans and policies and administering our equity incentive plans.

We believe in providing a competitive total compensation

package to its executives through a combination of base salary, annual performance bonuses, and long-term equity awards.

The executive

compensation program is designed to achieve the following objectives:

competitive compensation that will help attract, retain and reward qualified executives;

executives’

interests with our success by making a portion of the executive’s compensation dependent upon corporate

executives’

interests with the interests of stockholders by including long-term equity incentives.

Board believes that our executive compensation program should include annual and long-term components, including cash and equity-based

compensation, and should reward consistent performance that meets or exceeds expectations.

The Board evaluates both performance

and compensation to make sure that the compensation provided to executives remains competitive relative to compensation paid by

companies of similar size and stage of development operating in the payment processing industry and taking into account our relative

performance and its own strategic objectives.

Equity Awards At Fiscal Year-End

of the named executive officers have any unvested equity awards or unexercised options in the Company as of September 30, 2020.

were party to an employment agreement with Bart Mitchell, our current chief executive officer, dated October 16, 2018.

employment agreement, Mr.

Mitchell was employed as our chief financial officer and chief operating officer, was entitled to cash

compensation of $125,000 per year, and was entitled to a grant of restricted stock with a value of $10,000 on the last day of

each completed year of employment.

Mitchell is also entitled to discretionary bonuses on an annual basis, and the right to

participate in medical and dental coverage, a 401K plan and any other benefits offered to employees of the Company.

October 1, 2019, Mr.

Mitchell was appointed our chief executive officer, and no longer served as our chief financial officer or

chief operating officer.

At the same time, the Company entered into an employment agreement with Mr.

Mitchell dated October 1,

2019, which had a term of one year.

Under the employment agreement, Mr.

Mitchell was entitled to a base salary of $150,000 per

In addition, Mr.

Mitchell was entitled to a stock grant on the last day of the term of his employment equal to the lesser

of the shares of common stock with a value of $15,000 or 200,000 shares.

In the event Mr.

Mitchell was terminated prior to the

end of the term of the agreement, the number of shares would be prorated based on the actual number of days he worked for the

April 30, 2020, Christopher Rego was appointed chief executive officer of the Company, and Bart Mitchell was appointed president

of the Company.

On June 2, 2020 Bart Mitchell tendered his resignation to the Company as president, effective as of the close

of business on June 8, 2020.

At such time he received a severance package of $50,000.

June 8, 2020, the Company’s board approved a salary of $120,000 per year for Mr.

Rego, the Company’s chief executive

The Company does not have an employment agreement with Mr.

June 2, 2020, the Company’s board approved a salary of $100,000 per year for Mr.

Whiton, the Company’s president.

Company does not have an employment agreement with Mr.

and Change of Control Benefits

Company does not currently have any agreements with its named executive officers or directors which provide for severance or change

of control benefits.

Benefit Plans and Pension Benefits

Company does not provide its officers or employees with pension, stock appreciation rights, long-term incentive or other plans.

The Company does not have a defined benefit, pension or profit-sharing plan.

Company sponsors a 401(k) plan, in which our named executive officer’s are allowed to participate on

the same basis as our other employees.

Effective May 1, 2015, our Board approved a matching contribution of 100% on the first 4%

of an employee’s compensation which is treated as an elective deferral.

During the years ended September 30, 2020 and 2019,

the Company made contributions to this plan of approximately $10,775 and $5,633, respectively.

Deferred Compensation

of our NEOs are covered by a deferred contribution or other plan that provides for the deferral of compensation on a basis that

is not tax-qualified.

following table details the total compensation earned by our non-employee directors during the year ended September

JoyAnn Kenny-Charlton

The Company does

not provide its officers or employees with pension, stock appreciation rights, long-term incentive or other plans.

does not have a defined benefit, pension, profit sharing plan but does offer a 401(k) plan.

We did not grant any stock options

or stock appreciation rights to our named executive officers in the last fiscal year.

We did not reprice any options or stock appreciation

rights during the last fiscal year.

We did not waive or modify any specified performance target, goal or condition to payout with

respect to any amount included in any incentive plan compensation included in the summary compensation table.

Compensation Philosophy

The Board is responsible

for creating and reviewing the compensation of our executive officers, as well as overseeing our compensation and benefit plans

and policies and administering our equity incentive plans.

We believe in providing a competitive total compensation package to

its executives through a combination of base salary, annual performance bonuses, and long-term equity awards.

The executive compensation

program is designed to achieve the following objectives:

provide competitive compensation that will help attract, retain and reward qualified executives;

align executives’ interests with our success by making a portion of the executive’s compensation dependent upon corporate performance;

align executives’ interests with the interests of stockholders by including long-term equity incentives.

The Board believes

that our executive compensation program should include annual and long-term components, including cash and equity-based compensation,

and should reward consistent performance that meets or exceeds expectations.

The Board evaluates both performance and compensation

to make sure that the compensation provided to executives remains competitive relative to compensation paid by companies of similar

size and stage of development operating in the payment processing industry and taking into account our relative performance and

its own strategic objectives.

Outstanding Equity Awards

At Fiscal Year-End

None of the named

executive officers have any unvested equity awards or unexercised options in the Company as of September 30, 2021.

Employee Benefit Plans and Pension

The Company does

not provide its officers or employees with pension, stock appreciation rights, long-term incentive or other plans.

does not have a defined benefit, pension or profit-sharing plan.

The Company sponsors

a 401(k) plan, in which our named executive officers’ participate on the same basis as our other employees.

Effective May

1, 2015, our Board approved a matching contribution of 100% on the first 4% of an employee’s compensation which is treated

as an elective deferral.

During the years ended September 30, 2021 and 2020, the Company made contributions to this plan of approximately

$443 and $10,775, respectively.

Nonqualified Deferred Compensation

None of our NEOs

are covered by a deferred contribution or other plan that provides for the deferral of compensation on a basis that is not tax-qualified.

Director Compensation

The following table

details the total compensation earned by our non-employee directors during the year ended September 30, 2021.

Gary Zell, II

35,714 shares issued to Mr.

Herman for director compensation valued at $2,500.

travel expense reimbursements.

Shares Subject

Awards Held as of

September 30,

JoyAnn Kenny-Charlton

a more detailed description of the assumptions used for purposes of determining grant date fair value, see Note (1) to the Consolidated

Financial Statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical

Accounting Policies—Share-Based Compensation”

included in the Form 10-K for the 2020 fiscal year.

Excludes travel expense reimbursements.

Board does not have a current compensation policy for its directors.

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and other related expenses.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

following table sets forth, as of December 21, 2020, certain information concerning the beneficial ownership of our common stock

by (i) each person known by us to own beneficially five percent (5%) or more of the outstanding shares of each class,

(ii) each of our directors and named executive officers, and (iii) all of our executive officers and directors as a

number of shares beneficially owned by each 5% stockholder, director or executive officer is determined under the rules of the

Securities & Exchange Commission, or SEC, and the information is not necessarily indicative of beneficial ownership for any

other purpose.

Under those rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared

voting power or investment power and also any shares that the individual or entity has the right to acquire within 60 days after

March 25, 2020 through the exercise of any stock option, warrant or other right, or the conversion of any security.

Unless otherwise

indicated, each person or entity has sole voting and investment power (or shares such power with his or her spouse) with respect

to the shares set forth in the following table.

The inclusion in the table below of any shares deemed beneficially owned does

not constitute an admission of beneficial ownership of those shares.

Security Ownership of Certain Beneficial Owners

and Management and Related Stockholder Matters

The following table

sets forth, as of December 31, 2021, certain information concerning the beneficial ownership of our common stock by (i) each

person known by us to own beneficially five percent (5%) or more of the outstanding shares of each class, (ii) each of

our directors and named executive officers, and (iii) all of our executive officers and directors as a group.

The number of shares

beneficially owned by each 5% stockholder, director or executive officer is determined under the rules of the Securities &

Exchange Commission, or SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose.

those rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment

power and also any shares that the individual or entity has the right to acquire within 60 days after March 25, 2020 through the

exercise of any stock option, warrant or other right, or the conversion of any security.

Unless otherwise indicated, each person

or entity has sole voting and investment power (or shares such power with his or her spouse) with respect to the shares set forth

in the following table.

The inclusion in the table below of any shares deemed beneficially owned does not constitute an admission

of beneficial ownership of those shares.

Name and Address of Beneficial Owner

Amount and Nature of

Beneficial Ownership

Amount and Nature of Beneficial Ownership

Percent of Class (1)

5% Beneficial Owners:

Blake Furlow (2)

Westgate Drive

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Rod Whiton (3) (5)

JoyAnn Kenny-Charlton (5) (7)

Christopher Rego (4) (5)

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All Officers and Directors as a Group

upon 13,298,310 shares of Common Stock issued and outstanding as of December 21, 2020.

51,029 shares owned by Mr.

Furlow's spouse.

shares held by Cote Trading, LLC, an entity controlled by Ms.

6,067 shares held in UTMA accounts for Mr.

Based upon 13,525,838 shares of Common Stock issued and outstanding as of December 31, 2021.

All shares held by Cote Trading, LLC, an entity controlled by Ms.

Includes 6,067 shares held in UTMA accounts for Mr.

Whiton’s children, over which Mr.

Whiton has voting and dispositive power.

216,000 shares issuable pursuant to warrants held by Ms.

Kenny-Charlton which are immediately exercisable.

shares are owned in joint tenancy with the spouse.

address for the shareholder is c/o Creative Learning Corp., 475 W Townplace, Suite, A, St.

Augustine, FL 32092.

COMPENSATION PLAN INFORMATION

following table provides information as of September 30, 2020 about the securities issued, or authorized for future issuance,

under our equity compensation plans.

Includes 250,250 shares owned directly and 416,000 owned in joint tenancy with his spouse.

The address for the shareholder is c/o Creative Learning Corp., 1637 S.

Main Street, Milpitas, CA 94035

EQUITY COMPENSATION

PLAN INFORMATION

The following table

provides information as of September 30, 2021 about the securities issued, or authorized for future issuance, under our equity

compensation plans.

Plan Category

securities to be issued upon exercise of outstanding options, warrants

Number of securities to be issued upon exercise of outstanding options, warrants

average exercise price of

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March 2019 Options Grants

Certain Relationships and Related Transactions, and Director Independence

September 30, 2019, Blake Furlow resigned as Chief Executive Officer of the Company.

Furlow received a severance payment of

$30,000 pursuant to the terms of a Severance Agreement.

Pursuant to his employment agreement, the Company also issued an aggregate

of 566,176 shares of Common Stock to Mr.

September 27, 2019, in connection with their service on the Board of Directors for fiscal years 2017, 2018 and 2019, the Company

approved the issuance of (i) 99,362, (ii) 272,472, (iii) 112,739 and (iv) 272,472 shares of Common Stock to Blake Furlow, Gary

Herman, Bart Mitchell and JoyAnn Kenny-Charlton, respectively as well as a total of cash payments of $85,041.

Christopher Rego has

been a director since February 5, 2020, and our Chief Executive Officer since May 1, 2020.

Certain Relationships and Related Transactions,

and Director Independence

On or about December

6, 2019, Christopher Rego and Rod Whiton (the “Solicitors”), prior to their appointments as officers or directors of

the Company, commenced a consent solicitation to the shareholders of the Company and on February 5, 2020, the Company and the Solicitors

entered into an agreement to settle their dispute over the consent solicitation.

The settlement resulted in the Company paying

$10,000 as reimbursement for certain costs that they incurred related to the consent solicitation, the Company agreeing to appoint

Whiton to the board, and the Company’s agreeing to appoint Mr.

Rego as chief executive officer, among other

The Company ultimately paid a total of $20,000 in costs incurred by Messrs.

Rego and Whiton in relation to the consent

solicitation.

Bart Mitchell resigned

as President of the Company on June 8, 2020 at which time he received a severance package of $50,000.

Additionally, during the

year ended September 30, 2020, Mr.

Mitchell no longer wanted his 279,406 shares, therefore, he returned them to the Company for no

consideration and the Company cancelled them.

Christopher Rego has been a director

since February 5, 2020, and our Chief Executive Officer since May 1, 2020.

Prior to his appointment, Mr.

Rego purchased

an active franchise in California.

During the year ended September 30, 2020 the Company recognized royalty revenue from the franchise

of $16,650 and recognized marketing fee revenue from the franchise of $829.

Total payments made by the franchisee were $7,681.

As of September 30, 2020 and 2019 the accounts receivable balance with the franchise was $11,894 and $21,536, respectively and

the franchises had deferred revenue balances of $0.

John Simento has been

a director of the Company since May 19, 2020.

Rego’s and Mr.

Simento’s appointments with the Company,

they purchased a Company franchise in the United Arab Emirates (the “UAE”).

Rego purchased an active franchise

in California.

During the years ended September 30, 2021 and 2020, the Company recognized royalty revenues from the franchise of $6,750

and $16,650, respectively, recognized technology fee revenue from the franchise of $900 and $900, respectively, and recognized marketing

fee revenues from the franchise of $0 and $829, respectively.

Total payments made by the franchisee were $7,650 and $8,581, respectively.

As of September 30, 2021 and 2020 the accounts receivable balance with the franchise was $1,897 and the Company had allowed for $1,334

and $1,116, respectively, for net AR balances of $563 and $781, respectively.

Accordingly, during the year ended September 30, 2021 the

Company increased their allowance for Mr.

Rego’s franchise accounts by $218.

As of September 30, 2021 and 2020 the franchises had

deferred revenue balances of $0.

John Simento has

been a director of the Company since May 19, 2020.

Rego’s and Mr.

Simento’s appointments with the Company,

they purchased a Company franchise in the United Arab Emirates (the “UAE”).

The Company filed an arbitration complaint

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dated February 5, 2020.

Under the Settlement Agreement, the Company forgave all back royalty fees through July 2019, equally $18,825,

and agreed to defer all other fees until the franchise was able to obtain a business license to operate in the U.A.E., which is

currently delayed due to the Coronavirus pandemic.

The franchise is currently non-operational as a result of an inability to obtain

the issuance of a business license form the UAE due to the Coronavirus pandemic.

If the franchise is not able to procure the necessary

authorizations to operate, the franchisees would not owe any franchise fees.

As a consequence, we have not realized any revenue

from the franchise.

Rego is also the

CEO of Teknowland, a software development company, with which the Company entered into an agreement on March 10, 2020.

of the agreement is nine months and calls for a development fee of $12,900 per month.

During the year ended September 30, 2020

the Company paid seven months payments of $12,900 in accordance with the terms of the agreement and paid an additional $15,700

for additional services, for a total of $106,000.

or about December 6, 2019, Christopher Rego and Rod Whiton (the “Solicitors”), prior to their appointments as officers

or directors of the Company, commenced a consent solicitation to the shareholders of the Company and on February 5, 2020, the Company

and the Solicitors entered into an agreement to settle their dispute over the consent solicitation.

The settlement resulted in

the Company paying $10,000 as reimbursement for certain costs that they incurred related to the consent solicitation, the Company

agreeing to appoint Mr.

Whiton to the board, and the Company’s agreeing to appoint Mr.

Rego as chief executive

officer, among other provisions.

The Company ultimately paid a total of $20,000 in costs incurred by Messrs.

Rego and Whiton in

relation to the consent solicitation.

Under the Settlement Agreement, the Company forgave all back royalty fees through July 2019, equaling $18,825,

and agreed to defer all other fees until the franchise was able to obtain a business license to operate in the UAE., which is currently

delayed due to the Coronavirus pandemic.

The franchise is currently non-operational as a result of an inability to obtain the issuance

of a business license from the UAE due to the Coronavirus pandemic.

If the franchise is not able to procure the necessary authorizations

to operate, the franchisees would not owe any franchise fees.

As a consequence, we have not realized any revenue from the franchise

and no payments have been received on outstanding balances.

As of September 30, 2021 and 2020 the accounts receivable balance with

the franchise was $10,613 and the Company had allowed for $10,613 and $8,925, respectively, for net AR balances of $0 and $1,688,

respectively.

Accordingly, during the year ended September 30, 2021 the Company increased their allowance for the UAE franchise

account by $1,688.

the CEO of Teknowland, a software development company, with which the Company entered into an agreement on March 10, 2020 to perform

development and maintenance services in relation to the Company’s franchise management software.

The term of the agreement

was six months, subject to auto-renewal until Teknowland had completed its obligations under the agreement, but subject to each

party’s right to terminate the agreement at any time on 30 days’ notice.

Under the agreement, the Company was obligated

to pay Teknowland a fee of $12,900 per month for development and maintenance services.

Starting in November 2020, the Company and

Teknowland orally agreed to reduce the monthly amount that the Company is obligated to pay to $3,000 per month.

During the year ended

September 30, 2020, the Company and Mr.

Rego orally agreed that Mr.

Rego and Teknowland would develop an eLearning program to enable

the Company to offer educational programs over the internet.

No agreement was reached regarding whether the Company or Teknowland

would own the eLearning program, or the terms under which the Company would be entitled to use the program on a long-term basis,

whether as owner or licensee.

The Company orally agreed to pay Teknowland $10,000 per month for five months for hosting and content

costs incurred by Teknowland.

After testing the program, the Company’s board decided in December 2020 not to pursue the E-Learning

Beginning in January

2021, Teknowland began hosting the Company’s website at a cost of $5,000 per month pursuant to an oral agreement.

On February 12, 2021,

the Company, Chris Rego and Teknowland entered into an agreement under which the parties mutually agreed to terminate the March

10, 2020 agreement to develop and maintain the Company’s franchise management system, and the oral agreement under which

Teknowland hosted the Company’s website.

In both cases, the Company has engaged an independent firm to provide the services.

Under the same agreement, the Company agreed to transfer and assign to Teknowland all of the Company’s rights in the E-Learning

program developed by Teknowland for the Company.

The Company evaluated the E-Learning program on a trial basis, and elected not

to pursue it as a line of business.

The Company agreed to pay Teknowland $50,000 to pay all invoices associated with the two agreements

and the E-Learning program, of which $20,000 was payable at execution of the agreement, $20,000 was payable 30 days later and $10,000

was payable 60 days later.

As of September 30, 2021 the entire amount had been paid.

During the year ended

September 30, 2021, JoyAnn Kenny-Charlton, a former director of the Company, agreed to relinquish 272,472 shares previously approved

for issuance to her for director services for no consideration.

On December 7, 2021,

the Company entered into a Sale Agreement with StroomX, LLC (the “Purchaser”), under which the Company agreed to sell

all of the Company’s subsidiaries (the “Learning Subsidiaries”) involved in its learning business (the “Learning

Business”), as well as any assets of the Learning Business that are not owned by the Learning Subsidiaries, to the Purchaser.

In connection with the sale, the Purchaser agreed to assume all liabilities of the Learning Business, and to indemnify and hold the Company harmless from any such liabilities.

The Purchaser is controlled by Christopher Rego, the Company’s current chief executive officer.

Closing of the sale will

occur after the closing of the Share Exchange.

An informal committee of independent directors determined that the sale price for

the Learning Business was fair under the circumstances.

Among the factors considered by the informal committee were the lack of

any offers for the Learning Business generated from marketing the Learning Business in 2021, and the conclusions of a valuation

consultant engaged by the board to determine the fair market value of the Learning Business in 2021.

Director Independence

Our current Board consists

of JoyAnn Kenny-Charlton, Christopher Rego, Rod Whiton, John Simento and R.

Our common stock is currently quoted on

the over the counter market.

Since the over the counter market does not have its own rules for director independence, we use the

definition of independence established by the NASDAQ Stock Market.

Under applicable NASDAQ Stock Market rules, a director will

only qualify as an “independent director”

if the director at any time in the past three years (a) was employed by us,

(b) received more than $120,000 in compensation from us, other than for board services, (c) had a family member who was employed

as an executive officer of us, (d) was, or had a family member that was, a partner, controlling shareholder or executive officer

of any organization that received payments for property or services that exceeded the greater of 5% of the recipient’s gross

revenues or $200,000, (e) was, or had a family member that was, employed as an executive officer of another entity during the past

three years where any of the executive officers of us serve on the compensation committee, or (f) was, or had a family member that

was, a partner in our auditor at any time in the past three years.

At this time, we have determined that we have three independent

JoyAnn Kenny-Charlton, John Simento and R.

Our current Board

consists of Christopher Rego, Rod Whiton, John Simento and R.

Our common stock is currently quoted on the over the counter

Since the over the counter market does not have its own rules for director independence, we use the definition of independence

established by the NASDAQ Stock Market.

Under applicable NASDAQ Stock Market rules, a director will only qualify as an “independent

director” if the director at any time in the past three years (a) was employed by us, (b) received more than $120,000 in

compensation from us, other than for board services, (c) had a family member who was employed as an executive officer of us, (d)

was, or had a family member that was, a partner, controlling shareholder or executive officer of any organization that received

payments for property or services that exceeded the greater of 5% of the recipient’s gross revenues or $200,000, (e) was,

or had a family member that was, employed as an executive officer of another entity during the past three years where any of the

executive officers of us serve on the compensation committee, or (f) was, or had a family member that was, a partner in our auditor

at any time in the past three years.

At this time, we have determined that we have two independent directors:

John Simento and

Gary Zell, II.

Board does not currently have any committees.

The Board has approved the formation of an Audit Committee, and an Audit Committee

charter, but no members currently serve on the Audit Committee.

The Board does not

currently have any committees.

The Board has approved the formation of an Audit Committee, and an Audit Committee charter, but

no members currently serve on the Audit Committee.

The independent directors perform the functions of the Audit Committee.

with Respect to Transactions with Related Persons

The Board has adopted

a Code of Ethics, which is available at www.creativelearningcorp.com, that sets forth various

policies and procedures intended to promote the ethical behavior of the Company’s employees, officers and directors.

Code of Ethics describes our policy on conflicts of interest.

Policies with Respect to Transactions

with Related Persons

Board has adopted a Code of Ethics, which is available at www.creativelearningcorp.com, that sets forth various policies and procedures

intended to promote the ethical behavior of the Company’s employees, officers and directors.

The Code of Ethics describes

our policy on conflicts of interest.

executive officers and the Board are also required to complete a questionnaire on an annual basis which requires them to disclose

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to the Audit Committee, or the independent directors if there is no Audit Committee.

If necessary, the Audit Committee or the

independent directors, as applicable, will determine whether the relationship is material and will have any effect on the director’s

If necessary, the Audit Committee or the independent

directors, as applicable, will determine whether the relationship is material and will have any effect on the director’s

independence.

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Principal Accountant Fees and Services.

following table presents fees for professional services provided by MAC Accounting Group LLP for the years September 30, 2020

and 2019, respectively:

following table shows the fees billed aggregate to the Company for the periods shown:

The following table

presents fees for professional services provided by MAC Accounting Group LLP for the years September 30, 2021 and 2020, respectively:

The following table shows the fees billed

aggregate to the Company for the periods shown:

Audit Fees (1)

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All Other Fees (4)

Audit services include work performed for the audit of our financial statements and the review of financial statements

included in our quarterly reports, as well as work that is normally provided by the independent registered public accounting

firm in connection with statutory and regulatory filings.

Audit-related

Audit-related services are for assurance and related services that are reasonably related to the performance

of the audit or review of our financial statements and are not covered above under “audit services.”

Tax services include all services performed by the independent registered public accounting firm’s tax

personnel for tax compliance, tax advice and tax planning.

Audit services include work performed for the audit of our financial statements and the review of financial statements included in our quarterly reports, as well as work that is normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings.

Audit-related services .

Audit-related services are for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not covered above under “audit services.”

Tax services .

Tax services include all services performed by the independent registered public accounting firm’s tax personnel for tax compliance, tax advice and tax planning.

All other Fees .

All other fees are those services and/or travel expenses not described in the other categories.

fees represent amounts invoiced for professional services rendered for the audit of the Company’s annual financial statements,

including the Form 10-K report, and the reviews of the quarter ending financial statements included in the Company’s Form

10-Q reports.

Policy and Procedures

have adopted an Audit Committee charter, which contains policies and procedures which set forth the manner in which the Audit

Committee will review and approve all services to be provided by the independent auditor before the auditor is retained to provide

such services.

The policy requires Audit Committee pre-approval of the terms and fees of the annual audit services engagement,

as well as any changes in terms and fees resulting from changes in audit scope or other items.

The Audit Committee also pre-approves,

on an annual basis, other audit services, and audit-related and tax services set forth in the policy, subject to estimated fee

levels, on a project basis and aggregate annual basis, which have been pre-approved by the Audit Committee.

other services performed by the auditor that are not prohibited non-audit services under SEC or other regulatory authority rules

must be separately pre-approved by the Audit Committee.

Amounts in excess of pre-approved limits for audit services, audit-related

services and tax services require separate pre-approval of the Audit Committee.

of the services reflected in the above table were approved by the Audit Committee.

We have not engaged our auditor to perform

any services other than audit services.

May 2020, we have not had a separately constituted Audit Committee, and our independent board members have performed the duties

of the Audit Committee as described in the Audit Committee charter.

Audit fees represent

amounts invoiced for professional services rendered for the audit of the Company’s annual financial statements, including

the Form 10-K report, and the reviews of the quarter ending financial statements included in the Company’s Form 10-Q reports.

Pre-Approval Policy and Procedures

We have adopted an

Audit Committee charter, which contains policies and procedures which set forth the manner in which the Audit Committee will review

and approve all services to be provided by the independent auditor before the auditor is retained to provide such services.

policy requires Audit Committee pre-approval of the terms and fees of the annual audit services engagement, as well as any changes

in terms and fees resulting from changes in audit scope or other items.

The Audit Committee also pre-approves, on an annual basis,

other audit services, and audit-related and tax services set forth in the policy, subject to estimated fee levels, on a project

basis and aggregate annual basis, which have been pre-approved by the Audit Committee.

All other services

performed by the auditor that are not prohibited non-audit services under SEC or other regulatory authority rules must be separately

pre-approved by the Audit Committee.

Amounts in excess of pre-approved limits for audit services, audit-related services and tax

services require separate pre-approval of the Audit Committee.

All of the services reflected in the above

table were approved by the Audit Committee.

We have not engaged our auditor to perform any services other than audit services.

Since May 2020, we

have not had a separately constituted Audit Committee, and our independent board members have performed the duties of the Audit

Committee as described in the Audit Committee charter.

Exhibits, Financial Statement Schedules.

following documents are filed as part of this report:

The following documents

are filed as part of this report:

Financial Statements

of Independent Registered Public Accounting Firms;

Balance Sheets as of September 30, 2020 and September 30, 2019;

Statements of Operations for the years ended September 30, 2020 and September 30, 2019;

Statements of Stockholders’

Equity for the years ended September 30, 2020 and September 30, 2019.

Statements of Cash Flows for the years ended September 30, 2020 and September 30, 2019;

accompanying Index to Exhibits is incorporated herein by reference.

of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s registration statement on Form SB-2, File

to Certificate of Incorporation (incorporated by reference to Exhibit 3.1.2 to the Company’s Annual Report on Form 10-K

for the fiscal year ended September 30, 2010).

and Restated Bylaws dated December 6, 2019 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report

on Form 8-K dated December 6, 2019).

relating to the acquisition of BFK Franchise Company (incorporated by reference to Exhibit 10.1 filed with the Company’s

Current Report on Form 8-K dated July 2, 2010).

Agreement dated February 5, 2020 by and among Creative Learning Corporation, Bart Mitchell, Gary Herman, JoyAnn Kenny-Charlton,

Christopher Rego, Rod Whiton, John Simento and R.

Gary Zell, II (incorporated by reference to Exhibit 10.1 to the Current

Report on Form 8-K dated February 4, 2020).

of Indemnification Agreement for Directors and Officers (incorporated by reference to Exhibit 99.1 to the Current Report on

Form 8-K dated September 30, 2019).

Non-Qualified

Stock Option Plan (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-8 filed

August 17, 2018, Registration No.

Software Development Agreement between Teknowland Inc.

and Creative Learning Corp.

dated March 10, 2020.

of Ethics (incorporated by reference to Exhibit 14 to the Company’s Annual Report on Form 10-K for the fiscal year ended

September 30, 2015)

of the Company.

13a-14(a) Certification of Principal Executive Officer.

13a-14(a) Certification of Principal Accounting Officer.

1350 Certification of Principal Executive Officer.

1350 Certification of Principal Accounting Officer.

Instance Document

Taxonomy Extension Schema Document

Taxonomy Extension Calculation Linkbase Document

Taxonomy Extension Definition Linkbase Document

Taxonomy Extension Label Linkbase Document

Taxonomy Extension Presentation Linkbase Document

of Independent Registered Public Accounting Firm

the Stockholders and the Board of Directors of Creative Learning Corporation

Consolidated Financial Statements:

Reports of Independent Registered Public Accounting Firms;

Consolidated Balance Sheets as of September 30, 2021 and September 30, 2020;

Consolidated Statements of Operations for the years ended September 30, 2021 and September 30, 2020;

Consolidated Statements of Stockholders’ Equity for the years ended September 30, 2021 and September 30, 2020.

Consolidated Statements of Cash Flows for the years ended September 30, 2021 and September 30, 2020;

The accompanying Index to Exhibits

is incorporated herein by reference.

INDEX TO EXHIBITS

Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s registration statement on Form SB-2, File No.

Amendment to Certificate of Incorporation (incorporated by reference to Exhibit 3.1.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2010).

Amended and Restated Bylaws dated December 6, 2019 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K dated December 6, 2019).

Agreement relating to the acquisition of BFK Franchise Company (incorporated by reference to Exhibit 10.1 filed with the Company’s Current Report on Form 8-K dated July 2, 2010).

Settlement Agreement dated February 5, 2020 by and among Creative Learning Corporation, Bart Mitchell, Gary Herman, JoyAnn Kenny-Charlton, Christopher Rego, Rod Whiton, John Simento and R.

Gary Zell, II (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K dated February 4, 2020).

Form of Indemnification Agreement for Directors and Officers (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K dated September 30, 2019).

Non-Qualified Stock Option Plan (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-8 filed August 17, 2018, Registration No.

Form of Indemnification Agreement for Directors and Officers.

Agreement and Plan of Share Exchange dated December 7, 2021 by and among the Company, DriveItAway, Inc.

and the DriveItAway shareholders signatory thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K dated December 7, 2021).

Sale Agreement dated December 7, 2021 by and between the Company and StroomX, LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K dated December 7, 2021).

Code of Ethics (incorporated by reference to Exhibit 14 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2015)

Subsidiaries of the Company.

Rule 13a-14(a) Certification of Principal Executive Officer.

Rule 13a-14(a) Certification of Principal Accounting Officer.

Section 1350 Certification of Principal Executive Officer.

Section 1350 Certification of Principal Accounting Officer.

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

Filed herewith.

Furnished herewith.

Independent Registered Public Accounting Firm

Board of Directors

and Shareholders

Creative Learning

on the Financial Statements

have audited the accompanying consolidated balance sheet of Creative Learning Corporation and its subsidiaries (the Company) as

of September 30, 2020 and 2019, the related consolidated statement of operations, stockholders' equity (deficit) and cash flows

for the years then ended, and the related notes to the consolidated financial statements (collectively, the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of

September 30, 2020 and 2019, and the results of its operations and its cash flows for the years then ended, in conformity with

accounting principles generally accepted in the United States of America.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on

the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public

Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company

in accordance with U.S.

We have audited

the accompanying consolidated balance sheets of Creative Learning Corporation and its subsidiaries (the “Company”) as of

September 30, 2021 and 2020, the related consolidated statements of operations, changes in stockholders’ equity (deficit), and

cash flows for each of the two years in the period ended September 30, 2021, and the related notes (collectively referred to as

the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the

financial position of Creative Learning Corporation and its subsidiaries as of September 30, 2021 and 2020, and the results of its

operations and its cash flows for each of the two years in the period ended September 30, 2021, in conformity with accounting

principles generally accepted in the United States of America.

These financial

statements are the responsibility of the entity’s management.

Our responsibility is to express an opinion on these financial

statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (“PCAOB”) and are required to be independent with respect to Creative Learning Corporation in

accordance with U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission

and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit

to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not

for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to

error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Mac Accounting Group, LLP

have served as the Company's auditor since 2019.

LEARNING CORPORATION

Balance Sheets

our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Learning Corporation is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose

of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting.

Accordingly, we

express no such opinion.

included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or

fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and

significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

that our audits provide a reasonable basis for our opinion.

Audit Matters

audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated

or required to be communicated to the audit committee, or Board of Directors in lieu of an audit committee, and that:

to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective,

or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements,

taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical

audit matters or on the accounts or disclosures to which they relate.

Revenue Recognition

The Company generates

its revenue from long term contracts with customers and charges initial fees that are recognized over the contract term and monthly fees

that are recognized when sales or usage occurs.

As the Company terminates or transfers their long-term contracts, or customers are put

on payment plans, detailed and manual tracking, along with manual accounting system updates to automatic billings, have to occur which

causes auditing revenue and accounts receivable to be particularly challenging.

Further, the collection of audit evidence and requirement

to trace the activity on individual contracts was difficult and time consuming, increasing overall audit effort required.

In order to audit the

Company’s revenue and accounts receivable, we had to obtain an understanding of individual customer contracts or special arrangements,

as applicable, collect audit evidence to support that understanding, trace activity within each customer’s account to audit support,

and ensure revenue was accurately recognized and accounts receivable balances were accurately stated.

Allowance for Doubtful

The Company estimates

their allowance for doubtful accounts based on historical trends, customer knowledge, any known disputes, and considers the aging of the

accounts receivable balances combined with management’s estimate of future potential recoverability.

Accordingly, in order to audit

management’s estimate there is a significant amount of subjective auditor judgment that is required.

Further, there is significant audit

effort required to review the details of individual customer accounts.

In order to audit the

Company’s allowance for doubtful accounts, we completed a detailed analysis of arrangements made with individual customers, as well

as analyzed collection activity historically, for the year under audit, and subsequent to the audit date.

/s/ Mac Accounting Group, LLP

We have served as the Company’s

auditor since 2019.

Midvale, Utah

January 11, 2022

CREATIVE LEARNING CORPORATION

Consolidated Balance Sheets

September 30,

11 unchanged sentences

Property and equipment, net of accumulated depreciation of approximately $ 556,000 and $ 416,000 , respectively

Liabilities and Stockholders' Equity

Liabilities and Stockholders’ Equity (Deficit)

Current Liabilities:

16 unchanged sentences

Additional paid in capital

Treasury Stock 65,100 shares, at cost

Treasury Stock, 15,100 and 65,100 shares at September 30, 2021 and 2020, respectfully, at cost

Accumulated Deficit

( 4,448,811 )

( 4,773,713 )

Total Stockholders’ Equity (Deficit)

( 1,402,023 )

( 1,816,925 )

Total Liabilities and Stockholders’ Equity (Deficit)

accompanying notes are an integral part of the consolidated financial statements.

LEARNING CORPORATION

Statements of Operations

The accompanying notes are an integral

part of the consolidated financial statements.

CREATIVE LEARNING CORPORATION

Consolidated Statements of Operations

September 30,

10 unchanged sentences

Professional, legal and consulting fees

Loss on Legal Settlements

Bad debt expense

2 unchanged sentences

Franchise training and expenses

Depreciation and amortization

General advertising

Franchisee marketing fund expense

Office expense

TOTAL OPERATING EXPENSES

7 unchanged sentences

Diluted weighted average number of common shares outstanding

accompanying notes are an integral part of the consolidated financial statements.

Learning Corporation

Statement of Changes in Stockholders' Equity/(Deficit)

The accompanying notes are an integral

part of the consolidated financial statements.

Creative Learning Corporation

Consolidated Statement of Changes

in Stockholders’ Equity (Deficit)

Stockholder’s

2 unchanged sentences

$ ( 5,393,874 )

$ ( 2,439,586 )

Stock-based compensation

Adoption of ASC 606

Shares cancelled

Balance September 30, 2020

Stock based compensation

( 4,773,713 )

( 1,816,925 )

Shares issued for services

Shares issued for intangible assets acquired

Shares cancelled

Reclassification of treasury shares

Balance, September 30, 2021

1 unchanged sentence

$ ( 1,402,023 )

accompanying notes are an integral part of the consolidated financial statements.

LEARNING CORPORATION

Statements of Cash Flows

The accompanying notes are an integral

part of the consolidated financial statements.

CREATIVE LEARNING CORPORATION

Consolidated Statements of Cash Flows

For the Fiscal Years ended

3 unchanged sentences

Adjustments to reconcile net loss to net cash provided by/(used in) operating activities:

Depreciation and amortization

Gain on sale of assets held for sale

Bad debt expense

Stock based compensation

Stock issued for services and compensation

Changes in operating assets and liabilities:

5 unchanged sentences

Deferred revenue

( 1,243,201 )

( 1,155,467 )

Accrued marketing fund

2 unchanged sentences

Acquisition of property and equipment

Acquisition of intangible assets

Proceeds from the sale of assets

(Issuance)/Collection of notes receivable

Net cash provided by investing activities

Net cash provided by (used in) investing activities

Cash flows from financing activities:

6 unchanged sentences

Shares cancelled

Noncash activity related to FASB ASC 606:

Supplemental cash flow information:

Cash paid for interest

Cash paid for income taxes

accompanying notes are an integral part of the consolidated financial statements.

LEARNING CORPORATION

to Consolidated Financial Statements

30, 2020 and 2019

of Organization and Summary of Significant Accounting Policies

of Organization

Learning Corporation (“CLC”), formerly B2 Health, Inc., was incorporated March 8, 2006 in the State of Delaware.

Franchise Company LLC (“BFK”) was formed in the State of Nevada on May 19, 2009.

Effective July 2, 2010, CLC was acquired

by BFK in a transaction classified as a reverse acquisition.

Shares issued for intangible assets acquired

Accounts payable recorded for intangible assets acquired

Treasury shares reclassified

The accompanying notes are an integral

part of the consolidated financial statements.

CREATIVE LEARNING CORPORATION

Notes to Consolidated Financial Statements

September 30, 2021 and 2020

(1) Nature of Organization and

Summary of Significant Accounting Policies

Nature of Organization

Creative Learning

Corporation (“CLC”), formerly B2 Health, Inc., was incorporated March 8, 2006 in the State of Delaware.

BFK Franchise

Company LLC (“BFK”) was formed in the State of Nevada on May 19, 2009.

Effective July 2, 2010, CLC was acquired by

BFK in a transaction classified as a reverse acquisition.

CLC concurrently changed its name from B2 Health, Inc.

Learning Corporation.

to Creative Learning

During fiscal year 2020, BFK eLearning LLC was formed in the State of Delaware.

addition to the accounts of CLC and BFK, the accompanying consolidated financial statements include the accounts of CLC’s

subsidiaries, BFK Development Company LLC (“BFKD”), BFK eLearning LLC (“B4KEL”) and SF LLC (“Sew

Fun Studios”).

In addition to the

accounts of CLC and BFK, the accompanying consolidated financial statements include the accounts of CLC’s subsidiaries, BFK

Development Company LLC (“BFKD”), BFK eLearning LLC (“B4KEL”) and SF LLC (“Sew Fun Studios”).

In 2020, the Company decided to put on hold the Sew Fun Studios business.

organizational documents for BFK Development Company LLC, B4KEL and SF LLC do not specify a termination date.

Each of the above

listed LLC’s has a single member, controlled 100% by CLC.

The Company also owns a 49% non-controlling interest in Bricks4Schoolz,

LLC, which is accounted for under the cost method (subject to the Company’s rescission of its interest).

operates wholly-owned subsidiaries BFK and SF under the trade names Bricks 4 Kidz®

and Sew Fun Studios™

respectively, that

offer children's enrichment and education franchises.

and its wholly owned subsidiaries BFK, BFKD, B4KEL, and SF LLC are hereinafter referred to collectively as the "Company".

of Presentation

Company financial statements are presented on the accrual basis of accounting in accordance with accounting principles generally

accepted in the United States of America (“GAAP”).

International

franchise fees vary and are set relative to the potential of the franchised territories.

In addition, the Company awards master

agreements outside of the United States and Canada.

The organizational

documents for BFK Development Company LLC, B4KEL and SF LLC do not specify a termination date.

Each of the above listed LLCs has

a single member, controlled 100% by CLC.

Prior to July 20,

2021, the Company also owned a 49 % non-controlling interest in Bricks4Schoolz, LLC, which was accounted for under the cost method.

On July 20, 2021, the Company acquired the remaining 51 % interest in Bricks4Schoolz, LLC (“B4S”), which is now a wholly-owned

B4S had no operational activity in fiscal year 2021 and simply owns rights to proprietary software used by the Company.

CLC operates wholly-owned

subsidiaries BFK and SF under the trade names Bricks 4 Kidz® and Sew Fun Studios™ respectively, that offer children’s

enrichment and education franchises.

CLC and its wholly

owned subsidiaries BFK, BFKD, B4KEL, SF LLC, and B4S are hereinafter referred to collectively as the “Company”.

Basis of Presentation

The Company financial

statements are presented on the accrual basis of accounting in accordance with accounting principles generally accepted in the

United States of America (“GAAP”).

International franchise

fees vary and are set relative to the potential of the franchised territories.

In addition, the Company awards master agreements

outside of the United States and Canada.

The royalty structure is the same for both our US and International franchisees.

Contracts are structured such that the Company collects revenue from foreign franchises in US dollars.

We do not have international

subsidiaries.

Company has multiple franchise concepts, but all concepts are managed centrally as one segment and are reviewed by the Company

Accordingly, decision-making regarding the Company's overall operating performance and allocation of Company resources

are assessed on a consolidated basis.

are structured such that the Company collects revenue from foreign franchises in US dollars.

We do not have international subsidiaries.

The Company has multiple

franchise concepts, but all concepts are managed centrally as one segment and are reviewed by the Company in total.

decision-making regarding the Company’s overall operating performance and allocation of Company resources are assessed on

a consolidated basis.

As such, the Company operates as one reporting segment.

of Consolidation

The accompanying consolidated

financial statements include the accounts of CLC and its wholly-owned subsidiaries.

All intercompany balances and transactions

have been eliminated in consolidation.

accompanying financial statements do not include the accounts of Bricks4Schoolz, LLC, a 49% owned entity which is accounted for

under the cost method (subject to the Company’s rescission of its interest).

Company operates on a September 30 fiscal year-end.

preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates

and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities

at the date of financial statements and the reported amounts of revenues and expenses during the reporting period.

The significant

estimates and assumptions made by management include allowance for doubtful accounts, allowance for deferred tax assets, depreciation

of property and equipment, recoverability of long lived assets and fair value of equity instruments.

Actual results could differ

from those estimates as the current economic environment has increased the degree of uncertainty inherent in these estimates and

Restricted Cash, and Cash Equivalents

Company considers all highly liquid securities with original maturities of three months or less when acquired, to be cash equivalents.

The Company records restricted cash for marketing funds collected from the franchisees in excess of amounts spent for marketing.

Per the franchise agreements, a marketing fund of 2% of franchisees’

gross cash receipts is collected by the Company and

held to be spent on the promotion of the brand (see Note 8).

recorded as cash, cash equivalents, and restricted cash in the statement of cash flows is as follows:

Principles of Consolidation

The accompanying

consolidated financial statements include the accounts of CLC and its wholly-owned subsidiaries.

All intercompany balances and

transactions have been eliminated in consolidation.

The accompanying

financial statements do not include the accounts of Bricks4Schoolz, LLC prior to July 20, 2021, when it was a 49 % owned entity

accounted for under the cost method.

The Company operates

on a September 30 fiscal year-end.

Use of Estimates

The preparation of

financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions

that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date

of financial statements and the reported amounts of revenues and expenses during the reporting period.

The significant estimates

and assumptions made by management include allowance for doubtful accounts, allowance for deferred tax assets, depreciation of

property and equipment, recoverability of long-lived assets and fair value of equity instruments.

Actual results could differ from

those estimates as the current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions.

Cash, Restricted Cash, and Cash

The Company considers

all highly liquid securities with original maturities of three months or less when acquired, to be cash equivalents.

records restricted cash for marketing funds collected from the franchisees in excess of amounts spent for marketing.

Per the franchise

agreements, a marketing fund of 2 % of franchisees’ gross cash receipts is collected by the Company and held to be spent on

the promotion of the brand (see Note 9).

Amounts recorded

as cash, cash equivalents, and restricted cash in the statement of cash flows is as follows:

Schedule of Cash and Cash Equivalents

September 30,

5 unchanged sentences

with respect to these deposits.

The Company had approximately $-0- cash in excess of the federally insured limit at September

30, 2020 as compared to $241,000 at September 30, 2019.

Company reviews accounts receivable periodically for collectability and establishes an allowance for doubtful accounts and records

bad debt expense when deemed necessary.

The Company records an allowance for doubtful accounts that is based on historical trends,

customer knowledge, any known disputes, and considers the aging of the accounts receivable balances combined with management’s

estimate of future potential recoverability.

Accounts and receivables are written off against the allowance after all attempts

to collect a receivable have failed.

The Company believes its allowances for doubtful accounts at September 30, 2020 and 2019

are adequate, but actual write-offs could exceed the recorded allowance.

During the years ended September 30, 2020 and 2019 the

balance in the allowance for doubtful accounts was approximately $942,000 and $663,000, respectively.

Standards Codification (“ASC”) 310, Receivables, provides guidance for receivables and notes that arise from credit

sales, loans or other transactions.

The Company had no cash in excess of the federally insured limit at September 30, 2021 and September

Accounts Receivable

The Company reviews

accounts receivable periodically for collectability and establishes an allowance for doubtful accounts and records bad debt expense

when deemed necessary.

The Company records an allowance for doubtful accounts that is based on historical trends, customer knowledge,

any known disputes, and considers the aging of the accounts receivable balances combined with management’s estimate of future

potential recoverability.

Accounts and receivables are written off against the allowance after all attempts to collect a receivable

The Company believes its allowances for doubtful accounts at September 30, 2021 and 2020 are adequate, but actual

write-offs could exceed the recorded allowance.

During the years ended September 30, 2021 and 2020 the balance in the allowance

for doubtful accounts was approximately $ 873,000 and $ 942,000 , respectively.

Notes Receivable

Accounting Standards

Codification (“ASC”) 310, Receivables, provides guidance for receivables and notes that arise from credit sales, loans

or other transactions.

Financing receivable includes loans and notes receivable.

Originated loans we hold for which

we have the intent and ability to hold for the foreseeable future or to maturity (or payoff) are classified as held for investment.

Financing receivables held for investment are reported in our consolidated balance sheets at the outstanding principal balance

adjusted for any write -offs, allowance for loan losses, deferred fees or costs, and any unamortized premiums or discounts.

income is accrued on outstanding principal as earned.

Unamortized discounts and premiums are amortized using the interest method

with the amortization recognized as part of interest income in the consolidated statements of operations.

During the years ended

September 30, 2020 and 2019 the balance in the allowance for doubtful notes receivable was approximately $91,000 and $91,000,

respectively.

Company’s long-lived assets currently consist of property and equipment, and prior to the year ended September 30, 2019

included intangible assets.

The Company tests for impairment losses on long-lived assets used in operations whenever events or

changes in circumstances indicate that the carrying amount of the asset may not be recoverable.

Recoverability of an

asset to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows

expected to be generated by the asset.

If such asset is considered to be impaired, the impairment to be recognized is measured

by the amount by which the carrying amount of the asset exceeds its fair value.

Impairment evaluations involve management’s

estimates of asset useful lives and future cash flows.

Actual useful lives and cash flows could be different from those

estimated by management which could have a material effect on our reporting results and financial positions.

is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party

independent appraisals, as considered necessary.

Equipment and Depreciation

and equipment are stated at cost.

Depreciation is calculated using the straight-line method over the estimated useful lives of

the related assets.

Expenditures for additions and improvements are capitalized, while repairs and maintenance costs are expensed

The cost and related accumulated depreciation of property and equipment sold or otherwise disposed of are removed

from the accounts and any gain or loss is recorded in the year of disposal.

Originated loans we hold for which we have the

intent and ability to hold for the foreseeable future or to maturity (or payoff) are classified as held for investment.

receivables held for investment are reported in our consolidated balance sheets at the outstanding principal balance adjusted for

any write -offs, allowance for loan losses, deferred fees or costs, and any unamortized premiums or discounts.

Interest income

is accrued on outstanding principal as earned.

Unamortized discounts and premiums are amortized using the interest method with

the amortization recognized as part of interest income in the consolidated statements of operations.

During the years ended September

30, 2021 and 2020 the balance in the allowance for doubtful notes receivable was approximately $ 91,000 and $ 91,000 , respectively.

Long-Lived Assets

The Company’s

long-lived assets currently consist of property and equipment, and intangible assets.

The Company tests for impairment losses on

long-lived assets used in operations whenever events or changes in circumstances indicate that the carrying amount of the asset

may not be recoverable.

Recoverability of an asset to be held and used is measured by a comparison of the carrying amount of an

asset to the future undiscounted cash flows expected to be generated by the asset.

If such asset is considered to be impaired,

the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value.

evaluations involve management’s estimates of asset useful lives and future cash flows.

Actual useful lives and cash flows

could be different from those estimated by management which could have a material effect on our reporting results and financial

Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values

and third-party independent appraisals, as considered necessary.

Property, Equipment and Depreciation

Property and equipment

are stated at cost.

Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets.

Expenditures for additions and improvements are capitalized, while repairs and maintenance costs are expensed as incurred.

cost and related accumulated depreciation of property and equipment sold or otherwise disposed of are removed from the accounts

and any gain or loss is recorded in the year of disposal.

Property and Equipment Useful Lifes

Property and Equipment

Furniture and Fixtures

Property Improvements

Company records treasury stock at cost.

Treasury stock is comprised of shares of common stock purchased by the Company in the

secondary market.

Value of Financial Instruments

carrying amounts of cash, accounts receivable, and accounts payable approximate fair value because of the relative short-term

maturity of these items and current payment expected.

These fair value estimates are subjective in nature and involve uncertainties

and matters of significant judgment, and therefore cannot be determined with precision.

Changes in assumptions could significantly

affect these estimates.

The Company does not hold or issue financial instruments for trading purposes, nor does it utilize derivative

15 - 40 years

Intangible Asset

The Company records

intangible assets at cost and then amortizes the intangible asset over its useful life.

Costs incurred to renew or extend the term

of any intangible assets will be expensed as incurred.

During the year ended September 30, 2021 the Company acquired intellectual

property consisting of software and content for $ 168,000 (see Note 5).

The intangible asset is being amortized over its useful

life of 5 years and the Company recognized $ 5,600 worth of amortization expense during the year ended September 30, 2021, which

resulted in an intangible asset balance of $ 162,400 as of September 30, 2021.

Amortization expense of $ 33,600 is expected annually

through September 30, 2025 with amortization expense of $ 28,000 expected for the year ended September 30, 2026.

Treasury stock

The Company records

treasury stock at cost.

Treasury stock is comprised of shares of common stock purchased by the Company in the secondary market.

Fair Value of Financial Instruments

The carrying amounts

of cash, accounts receivable, and accounts payable approximate fair value because of the relative short-term maturity of these

items and current payment expected.

These fair value estimates are subjective in nature and involve uncertainties and matters of

significant judgment, and therefore cannot be determined with precision.

Changes in assumptions could significantly affect these

The Company does not hold or issue financial instruments for trading purposes, nor does it utilize derivative instruments.

Notes receivable are recorded at par value less allowance for doubtful accounts.

The carrying amount is consistent

with fair value based upon similar notes issued to other franchisees.

825, Financial Instruments, clarifies that fair value is an exit price, representing the amount that would be received to sell

an asset or paid to transfer a liability in an orderly transaction between market participants.

It also requires disclosure about

how fair value is determined for assets and liabilities and establishes a hierarchy for which these assets and liabilities must

be grouped, based on significant levels of inputs as follows:

prices in active markets for identical assets or liabilities.

prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability.

inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant

to the fair value measurement.

carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis.

assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs.

Company had no financial assets or liabilities carried and measured on a recurring basis during the reporting periods.

assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement

Company generates almost all of its revenue from contracts with customers.

The Company’s franchise agreements enter the

parties into a contractual agreement, typically over a ten years term, and include performance obligations as follows:

territory designation, access to proprietary manuals and handbooks, initial training and on-going assistance, consulting, promotion

of goodwill, administration of marketing fund, marketing and promotion items, initial marketing program development assistance,

company website access, Franchise Management Tool access, lessons and model plans, project kits, Duplo bricks, frames stop motion

animation software, and use of the franchisor’s intellectual property (IP) (e.g., trade name –

Bricks for Kidz).

entering into a franchise agreement, the Company charges an initial franchise fee, which is fully collectible and nonrefundable

as of the date of the signing of the franchise agreement.

Further, because the Company’s franchises are primarily a mobile

concept and do not require finding locations or construction, the franchisees can begin operations as soon as they complete training.

the terms of the franchise agreements, the Company charges for royalty fees on a monthly basis, generally set at a fixed amount,

but in some cases are based on a percentage of franchisee’s monthly gross revenues.

The Company also charges fees for a

marketing fund, generally based on 2% of franchisee’s monthly gross revenues, which is managed by the Company, to allocate

towards national branding of the Company’s concepts to benefit the franchisees.

Lastly, the Company charges for technology

fees on a monthly basis, generally at a fixed amount, for the use of the company Franchise Management tool as well as company

Company adopted the new revenue standard (ASC 606) on October 1, 2018 for contracts with remaining performance obligations as

of October 1, 2018.

The Company elected to apply the new standard retrospectively with an adjustment to the opening balance of

retained earnings as of the date of adoption.

Under ASC 606, the Company considers initial franchise fees to be a part of the

license of symbolic intellectual property (“IP”), therefore the performance obligation related to these fees is satisfied

over time as the Company fulfills its promise to grant the customer rights to use, and benefit from, the Company’s IP, as

well as support and maintain the IP.

The initial franchise fee, then, is recorded as deferred revenue at inception and recognized

on a straight-line basis over the contract term.

accordance with ASC 606-10-55-65, the Company has determined that the royalty fees, marketing fees, and technology fees are subject

to a sales and usage-based royalties’

constraint on licenses of IP.

Accordingly, these fees are recognized as revenue at

the later of when the sales or usage occurs or the related performance obligation is satisfied.

Technology fees are recorded net

of processing fees.

The carrying amount is consistent with fair value

based upon similar notes issued to other franchisees.

ASC 825, Financial

Instruments, clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid

to transfer a liability in an orderly transaction between market participants.

It also requires disclosure about how fair value

is determined for assets and liabilities and establishes a hierarchy for which these assets and liabilities must be grouped, based

on significant levels of inputs as follows:

Quoted prices in active markets for identical assets or liabilities.

Quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability.

Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The determination

of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair

value measurement.

The carrying value

of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis.

Financial assets and

liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs.

had no financial assets or liabilities carried and measured on a recurring basis during the reporting periods.

Financial assets

and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared.

Revenue Recognition

The Company generates

almost all of its revenue from contracts with customers.

The Company’s franchise agreements enter the parties into a contractual

agreement, typically over a ten years term, and include performance obligations as follows:

protected territory designation, access

to proprietary manuals and handbooks, initial training and on-going assistance, consulting, promotion of goodwill, administration

of marketing fund, marketing and promotion items, initial marketing program development assistance, company website access, Franchise

Management Tool access, lessons and model plans, project kits, Duplo bricks, frames stop motion animation software, and use of

the franchisor’s intellectual property (IP) (e.g., trade name – Bricks for Kidz).

Upon entering into a franchise agreement,

the Company charges an initial franchise fee, which is fully collectible and nonrefundable as of the date of the signing of the

franchise agreement.

Further, because the Company’s franchises are primarily a mobile concept and do not require finding

locations or construction, the franchisees can begin operations as soon as they complete training.

Per the terms of

the franchise agreements, the Company charges for royalty fees on a monthly basis, generally set at a fixed amount, but in some

cases are based on a percentage of franchisee’s monthly gross revenues.

The Company also charges fees for a marketing fund,

generally based on 2% of franchisee’s monthly gross revenues, which is managed by the Company, to allocate towards national

branding of the Company’s concepts to benefit the franchisees.

Lastly, the Company charges for technology fees on a monthly

basis, generally at a fixed amount, for the use of the company Franchise Management tool as well as company emails, etc.

The Company adopted

the new revenue standard (ASC 606) on October 1, 2018 for contracts with remaining performance obligations as of October 1, 2018.

The Company elected to apply the new standard retrospectively with an adjustment to the opening balance of retained earnings as

of the date of adoption.

Under ASC 606, the Company considers initial franchise fees to be a part of the license of symbolic intellectual

property (“IP”), therefore the performance obligation related to these fees is satisfied over time as the Company fulfills

its promise to grant the customer rights to use, and benefit from, the Company’s IP, as well as support and maintain the

The initial franchise fee, then, is recorded as deferred revenue at inception and recognized on a straight-line basis over

the contract term.

In accordance with

ASC 606-10-55-65, the Company has determined that the royalty fees, marketing fees, and technology fees are subject to a sales

and usage-based royalties’ constraint on licenses of IP.

Accordingly, these fees are recognized as revenue at the later of

when the sales or usage occurs or the related performance obligation is satisfied.

Technology fees are recorded net of processing

Marketing fees are limited to marketing amounts expensed;

therefore, the Company will recognize amounts received

in excess of amounts spent on the balance sheet in the accrued marketing fund liability.

Company collects transfer fees when contracts are transferred between parties and accounts for the transfer as a contract modification

under ASC 606.

Because the transfer does not increase the scope of the contract or promise any additional goods or services and

there are no new distinct services that will be provided after the transfer the Company considers the transfer fee part of the

existing contract.

Transfer fees, then, are recorded as deferred revenue at inception and recognized on a straight-line basis

over the remaining contract term.

contracts are terminated due to default, or in conjunction with an early termination agreement, the Company accounts for the early

termination as a contract modification under ASC 606.

Because the termination eliminates any future performance obligations of

the Company any deferred revenue associated with the terminated contract is recognized into revenue at the time of termination,

along with any early termination fees, in the initial franchise fee line on the Company’s Statement of Operations.

Company generates revenue from sales of merchandise where the performance obligation is met, and therefore revenue recognized,

upon the delivery of merchandise to the customer.

Liability –

Deferred Revenue

conjunction with the adoption of ASC 606, effective October 1, 2018 the Company recorded deferred revenue as a contract liability

for its initial franchise fees collected and related to contracts with remaining performance obligations.

During the year ended

September 30, 2019 and 2020 the activity in the deferred revenue account was as follows:

therefore, the Company will recognize amounts received in excess

of amounts spent on the balance sheet in the accrued marketing fund liability.

The Company collects

transfer fees when contracts are transferred between parties and accounts for the transfer as a contract modification under ASC

Because the transfer does not increase the scope of the contract or promise any additional goods or services and there are

no new distinct services that will be provided after the transfer the Company considers the transfer fee part of the existing contract.

Transfer fees, then, are recorded as deferred revenue at inception and recognized on a straight-line basis over the remaining contract

When contracts are

terminated due to default, or in conjunction with an early termination agreement, the Company accounts for the early termination

as a contract modification under ASC 606.

Because the termination eliminates any future performance obligations of the Company

any deferred revenue associated with the terminated contract is recognized into revenue at the time of termination, along with

any early termination fees, in the initial franchise fee line on the Company’s Statement of Operations.

The Company generates

revenue from sales of merchandise where the performance obligation is met, and therefore revenue recognized, upon the delivery

of merchandise to the customer.

Contract Liability – Deferred Revenue

In conjunction with

the adoption of ASC 606, effective October 1, 2018 the Company recorded deferred revenue as a contract liability for its initial

franchise fees collected and related to contracts with remaining performance obligations.

During the years ended September 30,

2021 and 2020 the activity in the deferred revenue account was as follows:

Summary of deferred revenue activity

Balance, September 30, 2019

2 unchanged sentences

Revenue recognized into revenue

( 1,237,994 )

Balance, September 30, 2020

Initial franchise fees collected

Initial franchise fees collected for franchise renewals and deposits

Revenue recognized into revenue

( 1,257,217 )

Balance, September 30, 2021

1 unchanged sentence

Deferred revenue, net of current portion

expected to be recognized into revenue related to performance obligations that are unsatisfied (or partially unsatisfied) as of

September 30, 2020 were as follows:

Amounts expected

to be recognized into revenue related to performance obligations that are unsatisfied (or partially unsatisfied) as of September

30, 2021 were as follows:

Summary of performance obligations

Year ended September 30, 2022

3 unchanged sentences

Year ended September 30, 2026 and thereafter

Liability –

Accrued Marketing Fund

the terms of the franchise agreements, the Company collects 2% of franchisee’s gross revenues for a marketing fund, managed

by the Company, to allocate toward national branding of the Company’s concepts to benefit the franchisees.

marketing fund amounts owed to the Company are accounted for as a liability on the balance sheet and the actual collections are

deposited into a marketing fund bank account, presented as restricted cash on the balance sheet.

Expenses pertaining to the marketing

fund activities are paid from the marketing fund and reduce the liability account.

Upon adoption of FASB 606 on October 1, 2018,

the Company presented these marketing fund revenues and expenses on a gross basis on its statement of operations.

Any unused funds

at the end of the period are recorded as accrued marketing fees.

During the year ended September 30, 2019 and 2020 the activity

in the accrued marketing fund liability account was as follows:

Balance, September 30, 2018

Marketing fund billings

Commissions recognized into expense

Balance, September 30, 2019

Marketing fund billings

Commissions recognized into expense

Balance, September 30, 2020

Asset –

Prepaid Commission Expense

accordance with ASC 606 the costs related to obtaining a contract are to be capitalized as long as the costs are recoverable and

Effective October 1, 2019, the date the Company adopted ASC 606, they capitalized the value of sales commissions

as a contract asset and is amortizing those costs straight-line over the contract life of the franchise agreement to which they

During the year ended September 30, 2019 and 2020 the activity in the contract asset account was as follows:

Contract Liability / Asset –

Accrued Marketing Fund / Marketing Fund Receivable

Per the terms of

the franchise agreements, the Company collects 2% of franchisee’s gross revenues for a marketing fund, managed by the Company,

to allocate toward national branding of the Company’s concepts to benefit the franchisees.

The marketing fund

amounts owed to the Company are accounted for as a liability on the balance sheet and the actual collections are deposited into

a marketing fund bank account, presented as restricted cash on the balance sheet.

Expenses pertaining to the marketing fund activities

are paid from the marketing fund and reduce the liability account.

Upon adoption of FASB 606 on October 1, 2018, the Company presents

these marketing fund revenues and expenses on a gross basis on its statement of operations.

Any unused funds at the end of the

period are recorded as accrued marketing fees or any funds used in excess of funds collected are recorded as a marketing fund receivable.

The Company expects to collect this advance in future periods from the 2% fees collected on future franchisee gross revenues.

the years ended September 30, 2020 and 2021 the activity in the accrued marketing fund liability account was as follows:

Summary of accrued marketing fund for advertising fund revenue accounts

Marketing fund liability (receivable), September 30, 2019

Marketing fund billings recognized into income

Marketing funds recognized into expense

Marketing fund liability (receivable), September 30, 2020

Marketing fund billings recognized into income

Marketing funds recognized into expense

Marketing funds advanced by the Company

Marketing fund liability (receivable), September 30, 2021

Contract Asset – Prepaid

Commission Expense

In accordance with ASC 606 the costs related

to obtaining a contract are to be capitalized as long as the costs are recoverable and incremental.

Effective October 1, 2019,

the date the Company adopted ASC 606, they capitalized the value of sales commissions as a contract asset and is amortizing those

costs straight-line over the contract life of the franchise agreement to which they relate.

During the year ended September 30,

2020 and 2021 the activity in the contract asset account was as follows:

Summary of contract asset activity

Balance, September 30, 2019

Prepaid commissions recognized upon adoption of ASC 606

Commissions paid

6 unchanged sentences

Prepaid commission expense, net of current portion

Marketing Costs

marketing costs are expensed as incurred.

The Company incurred general marketing costs for the years ended September 30, 2020

and 2019 of approximately $81,000 and $21,000, respectively.

provision for income taxes and deferred income taxes are determined using the asset and liability method.

Deferred tax assets

and liabilities are determined based on temporary differences between the financial carrying amounts and the tax basis of assets

and liabilities using enacted tax rates in effect in the years in which the temporary differences are expected to reverse.

a periodic basis, the Company assesses the probability that its net deferred tax assets, if any, will be recovered.

If after evaluating

all of the positive and negative evidence, a conclusion is made that it is more likely than not that some portion or all of the

net deferred tax assets will not be recovered, a valuation allowance is provided by a charge to tax expense to reserve the portion

of the deferred tax assets which are not expected to be realized.

Company reviews its filing positions for all open tax years in all U.S.

federal and state jurisdictions where the Company is required

there are uncertainties related to potential income tax benefits, in order to qualify for recognition, the position the Company

takes has to have at least a “more likely than not”

chance of being sustained (based on the position’s technical

merits) upon challenge by the respective authorities.

The term “more likely than not”

means a likelihood of more than

Otherwise, the Company may not recognize any of the potential tax benefit associated with the position.

recognizes a benefit for a tax position that meets the “more likely than not”

criterion at the largest amount of tax

benefit that is greater than 50 percent likely of being realized upon its effective resolution.

Unrecognized tax benefits involve

management’s judgment regarding the likelihood of the benefit being sustained.

The final resolution of uncertain tax positions

could result in adjustments to recorded amounts and may affect our results of operations, financial position and cash flows.

Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense.

had no accrual for interest or penalties at September 30, 2020 and 2019, respectively, and has not recognized interest and/or

penalties during the years ended September 30, 2020 and 2019, respectively, since there are no material unrecognized tax benefits.

Management believes no material change to the amount of unrecognized tax benefits will occur within the next twelve months.

tax years subject to examination by major tax jurisdictions include the years 2017 and forward by the U.S.

Internal Revenue Service,

and the years 2016 and forward for various states.

earnings (loss) per share

earnings (loss) per share are computed by dividing net income (loss) by the weighted average number of common shares outstanding

for the period.

Diluted earnings per share reflect the potential dilution that could occur if stock options or other contracts

to issue common stock were exercised or converted during the period.

FASB ASC 260, Earnings per Share , requires a

dual presentation of basic and diluted earnings per share.

Any stock options or warrants that would have anti-dilutive effect

have been excluded from the computation of earnings per share.

The number of such shares excluded from the computations of diluted

loss per share totaled 1,795,562 at September 30, 2020 and 2,177,571 at September 30, 2019.

Company accounts for employee stock awards for services based on the grant date fair value of the instrument issued and those

issued to non-employees are recorded based on the grant date fair value of the consideration received or the fair value of the

equity instrument, whichever is more reliably measurable.

General Advertising Costs

General Advertising

costs are expensed as incurred.

The Company incurred general advertising costs for the years ended September 30, 2021 and 2020

of approximately $ 46,000 and $ 81,000 , respectively.

The provision for

income taxes and deferred income taxes are determined using the asset and liability method.

Deferred tax assets and liabilities

are determined based on temporary differences between the financial carrying amounts and the tax basis of assets and liabilities

using enacted tax rates in effect in the years in which the temporary differences are expected to reverse.

On a periodic basis,

the Company assesses the probability that its net deferred tax assets, if any, will be recovered.

If after evaluating all of the

positive and negative evidence, a conclusion is made that it is more likely than not that some portion or all of the net deferred

tax assets will not be recovered, a valuation allowance is provided by a charge to tax expense to reserve the portion of the deferred

tax assets which are not expected to be realized.

The Company reviews

its filing positions for all open tax years in all U.S.

federal and state jurisdictions where the Company is required to file.

When there are uncertainties

related to potential income tax benefits, in order to qualify for recognition, the position the Company takes has to have at least

a “more likely than not” chance of being sustained (based on the position’s technical merits) upon challenge

by the respective authorities.

The term “more likely than not” means a likelihood of more than 50 percent.

the Company may not recognize any of the potential tax benefit associated with the position.

The Company recognizes a benefit for

a tax position that meets the “more likely than not” criterion at the largest amount of tax benefit that is greater

than 50 percent likely of being realized upon its effective resolution.

Unrecognized tax benefits involve management’s judgment

regarding the likelihood of the benefit being sustained.

The final resolution of uncertain tax positions could result in adjustments

to recorded amounts and may affect our results of operations, financial position and cash flows.

The Company’s

policy is to recognize interest and/or penalties related to income tax matters in income tax expense.

The Company had no accrual

for interest or penalties at September 30, 2021 and 2020, respectively, and has not recognized interest and/or penalties during

the years ended September 30, 2021 and 2020, respectively, since there are no material unrecognized tax benefits.

Management believes

no material change to the amount of unrecognized tax benefits will occur within the next twelve months.

The tax years subject

to examination by major tax jurisdictions include the years 2017 and forward by the U.S.

Internal Revenue Service, and the years

2016 and forward for various states.

Net earnings (loss) per share

Basic earnings (loss)

per share are computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period.

Diluted earnings per share reflect the potential dilution that could occur if stock options or other contracts to issue common

stock were exercised or converted during the period.

FASB ASC 260, Earnings per Share , requires a dual presentation

of basic and diluted earnings per share.

Any stock options or warrants that would have anti-dilutive effect have been excluded

from the computation of earnings per share.

The number of such shares excluded from the computations of diluted loss per share

totaled 1,795,562 at September 30, 2020 and 1,795,562 at September 30, 2021.

Stock-based compensation

The Company accounts

for employee stock awards for services based on the grant date fair value of the instrument issued and those issued to non-employees

are recorded based on the grant date fair value of the consideration received or the fair value of the equity instrument, whichever

is more reliably measurable.

Stock Awards are expensed over the service period.

Forfeitures are recognized

as they occur.

Forfeitures are recognized as they occur.

Reclassifications

prior year amounts have been reclassified for consistency with the current year presentation.

These reclassifications had no effect

on the reported results of operations.

accounting pronouncements

February 2016, the FASB issued ASU No.

2016-02, “Leases”, which requires lessees to recognize a right-to-use asset

and a lease obligation for all leases.

Lessees are permitted to make an accounting policy election to not recognize an asset and

liability for leases with a term of twelve months or less.

Additional qualitative and quantitative disclosures, including significant

judgments made by management, are required.

The new standard was adopted by the Company in fiscal year 2020 but had no impact

on the Company’s financial statements as the Company does not have any leases that meet the criteria under this standard.

other newly issued accounting pronouncements, but not yet effective, have been deemed either immaterial or not applicable.

the current year, the Company had net income of approximately $620,000 and has sufficient cash on hand to cover expenses for the

next 12 months.

recent COVID-19 outbreak has been declared a pandemic by the World Health Organization, has spread to the United States and many

other parts of the world and has adversely affected our business operations, employee availability, financial condition, liquidity

and cash flow and the length of such impacts are uncertain.

outbreak of COVID-19 continues to grow both in the United States and globally, and related government and private sector responsive

actions have and will continue to adversely affect our business operations.

It is impossible to predict the effect and ultimate

impact of the COVID-19 pandemic as the situation is rapidly evolving.

spread of COVID-19 has caused public health officials to recommend precautions to mitigate the spread of the virus, including

warning against congregating in heavily populated areas, such as malls and shopping centers.

Among the precautions has been the

closure of a substantial portion of the schools in the United States, which has adversely impacted our royalty revenue from franchisees

and our ability to sell new franchises.

There is significant uncertainty around the breadth and duration of these school closures

and other business disruptions related to COVID-19, as well as its impact on the U.S.

and global economy.

The extent to which

COVID-19 impacts our results will depend on future developments, which are highly uncertain and cannot be predicted, including

new information that may emerge concerning the severity of COVID-19 and the actions taken to contain it or treat its impact.

have asked our corporate employees whose jobs allow them to work remotely to do so for the foreseeable future.

Such precautionary

measures could create operational challenges, as we adjust to a remote workforce, which could adversely impact our bustiness.

had cash flows used in operating activities of approximately $306,000 for the year ended September 30, 2020 compared to cash flows

provided by operating activities of approximately $398,000 for the year ended September 30, 2019.

The decrease in cash flows provided

by operating activities for the year ended September 30, 2020 compared to the year ended September 30, 2019 relates primarily

to lower franchise and royalty revenues.

had cash flows provided by investing activities of approximately $94,000 for the year ended September 30, 2020 compared to cash

flows provided by investing activities of approximately $39,000 for the year ended September 30, 2019.

The increase in cash flows

provided investing activities was primarily due to acquiring no property and equipment during the year ended September 30, 2020

compared to acquiring approximately $119,000 during the year ended September 30, 2019.

had cash flows provided by financing activities of approximately $120,000 for the year ended September 30, 2020, compared to $0

Certain prior year

amounts have been reclassified for consistency with the current year presentation.

These reclassifications had no effect on the

reported results of operations.

Recent accounting pronouncements

The Company has reviewed

all newly issued accounting pronouncements, including those that are not yet effective, and all have been deemed either immaterial

or not applicable.

(2) Liquidity

During the current

year, the Company had net income of approximately $325,000 324,902

and has sufficient cash on hand to cover expenses for the next 12 months, provided the Company only operates the Learning Business

for the next 12 months.

However, the Company has entered into agreements to acquire DIA and dispose of the Learning Business (see

Note 12), and if those agreements are consummated the Company’s liquidity will be determined in reference to DIA’s

profitability and capital needs instead.

The COVID-19 outbreak

has been declared a pandemic by the World Health Organization, has spread to the United States and many other parts of the world

and has adversely affected our business operations, employee availability, financial condition, liquidity and cash flow and the

length of such impacts are uncertain.

The outbreak of COVID-19

continues to affect the United States and globally, and related government and private sector responsive actions have and will

continue to adversely affect our business operations.

It is impossible to predict the effect and ultimate impact of the COVID-19

pandemic as the situation continues to evolve.

The spread of COVID-19

has caused public health officials to recommend precautions to mitigate the spread of the virus, including warning against congregating

in heavily populated areas without masks, vaccinations and testing, such as malls and shopping centers.

Among the precautions was

the cessation of in-person leaning at a substantial portion of the schools in the United States, which has adversely impacted our

royalty revenue from franchisees and our ability to sell new franchises.

There is significant uncertainty around the breadth and

duration of these school closures and other business disruptions related to COVID-19, as well as its impact on the U.S.

Many public schools resumed some or all in person learning in the Fall of 2021, but many have since reverted back to remote

learning with the advent of the Omicron strain of COVID-19 in December 2021.

The extent to which COVID-19 impacts our results will

depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning

the severity of COVID-19 and the actions taken to contain it or treat its impact.

We have asked some of our corporate employees

whose jobs allow them to work remotely to do so a few days a week for the foreseeable future.

Such precautionary measures could

create operational challenges, as we adjust to a remote workforce, which could adversely impact our bustiness.

We had cash flows used

in operating activities of approximately $75,000 75,136

for the year ended September 30, 2021 compared to approximately $306,000

306,220 for the year ended September 30, 2020.

This was due to the Company receiving proceeds from a loan from the Small Business Administration

as further described in Note 10.

Company is dependent upon both franchise sales and royalty fees to continue current business operations and liquidity.

The decrease in cash flows used in operating activities for the year ended September

30, 2021 compared to the year ended September 30, 2020 relates primarily to accounts receivable being collected as well as amounts

previously allowed for being recouped in the current year.

We had cash flows used

in investing activities of approximately $17,000

( 17,843 ) for the year ended September 30, 2021 compared to cash flows provided by investing activities of approximately $94,000

94,072 for the year ended September 30, 2020.

The decrease in cash flows provided by investing activities was primarily due to the

acquisition of intangible assets, as further described in Note 5 during the year ended September 30, 2021 as compared to the sale of

assets during the year ended September 30, 2020.

We had cash flows provided by financing

activities of $ 0

for the year ended September 30, 2021, compared to $120,000

119,980 for the year ended September 30, 2020.

This was due to the Company receiving proceeds from a loan from the Small Business

Administration as further described in Note 11.

The Company is currently dependent upon

royalty and technology fee revenue from existing franchises to continue current business operations and liquidity, since new franchise

sales are currently minimal due to the impact of COVID-19 and other factors which make new sales difficult.

While those revenue

sources are generally sufficient to enable to the Company to operate, as a result of challenges faced by the Company’s existing

business, in December 2021, its board elected to change the business focus of the Company by entering into the Share Exchange Agreement

to acquire DriveItAway, Inc.

and a separate agreement to dispose of our learning business if the acquisition of DriveItAway, Inc.

(3) Related Party Transactions

December 2017, the Company granted a total of 14,286 warrants to two Directors of the Company.

These warrants were granted in

conjunction with the issuance of standby letters of credit from the two directors.

The warrants had an exercise price of $0.14

per share and expired five years from the date of grant.

These warrants were valued using the Black Scholes method.

The fair value

of the warrants on the date of grant were $2,000, and the warrants vested immediately.

The Company expensed $2,000 in connection

with the grant during the year ended September 30, 2018.

These warrants were exercised in September 2019 for 14,286 shares of

common stock.

The Company agreed to waive the $2,000 exercise price owed in total from these warrant holders.

September 30, 2019, Blake Furlow resigned as Chief Executive Officer of the Company.

Furlow received a severance payment of

$30,000 pursuant to the terms of a Severance Agreement.

Pursuant to his employment agreement, the Company also issued an aggregate

of 566,176 shares of Common Stock to Mr.

Effective September

30, 2019, Bart Mitchell, the Company’s Chief Financial Officer, was appointed Chief Executive Officer of the Company.

connection with his appointment, Mr.

Mitchell entered into an Employment Agreement with the Company as of October 1, 2019 for

the term of one year.

In addition to cash compensation, he was entitled to receive stock grants valued at the lesser of $15,000

or 200,000 Shares of Common Stock on the last day of the completed year of employment.

Mitchell continued to serve as a member

of the Board of Directors of the Company, but no longer served as the Company’s Chief Financial Officer.

On September 30,

2019, the Company approved the issuance of 166,667 shares to Mr.

Mitchell pursuant to his prior employment agreement for compensation

earned during the year ended September 30, 2019.

Mitchell resigned as President on June 8, 2020.

At such time he received

a severance package of $50,000.

During fiscal year 2020, Mr.

Mitchell no longer wanted his 279,406 shares and returned them to

the Company for no consideration and then the Company cancelled them.

On September 27, 2019,

in connection with their service on the Board of Directors for fiscal years 2017, 2018 and 2019, the Company approved the issuance

of (i) 99,362, (ii) 272,472, (iii) 112,739 and (iv) 272,472 shares of Common Stock to Blake Furlow, Gary Herman, Bart Mitchell

and JoyAnn Kenny-Charlton, respectively as well as a total of cash payments of $85,041.

On or about December

6, 2019, Christopher Rego and Rod Whiton (the “Solicitors”), prior to their appointments as officers or directors of

the Company, commenced a consent solicitation to the shareholders of the Company and on February 5, 2020, the Company and the Solicitors

entered into an agreement to settle their dispute over the consent solicitation.

The settlement resulted in the Company paying

$ 10,000 as reimbursement for certain costs that they incurred related to the consent solicitation, the Company agreeing to appoint

Whiton to the board, and the Company’s agreeing to appoint Mr.

Rego as chief executive officer, among other

The Company ultimately paid a total of $20,000 in costs incurred by Messrs.

Rego and Whiton in relation to the consent

solicitation.

Bart Mitchell resigned

as President of the Company on June 8, 2020 at which time he received a severance package of $ 50,000 .

Additionally, during the

year ended September 30, 2020, Mr.

Mitchell no longer wanted his 279,406 shares, therefore, he returned them to the Company for no

consideration and the Company cancelled them.

Christopher Rego has

1 unchanged sentence

Prior to his appointment, Mr.

Rego purchased

an active franchise in California.

During the year ended September 30, 2020 the Company recognized royalty revenue from the franchise

of $16,650 and recognized marketing fee revenue from the franchise of $829.

purchased an active franchise in California.

During the years ended September 30, 2021 and 2020, the Company recognized royalty

revenues from the franchise of $ 6,750

and $ 16,650 ,

respectively, recognized technology fee revenues from the franchise of $ 900 and $ 900 , respectively, and recognized marketing fee

revenues from the franchise of $ 0

respectively.

Total payments made by the franchisee were $ 7,650

As of September 30, 2020 and 2019 the accounts receivable balance with the franchise was $11,894 and $21,536, respectively and

the franchises had deferred revenue balances of $0.

John Simento has been

a director of the Company since May 19, 2020.

Rego’s and Mr.

Simento’s appointments with the Company,

they purchased a Company franchise in the United Arab Emirates (the “UAE”).

and $ 8,581 ,

respectively.

As of September 30, 2021 and 2020 the accounts receivable balance with the franchise was $ 1,897

and $ 11,894 ,

respectively, and the Company had allowed for $ 1,334

and $ 11,113 ,

respectively, for net accounts receivable balances of $ 563

respectively.

Accordingly, during the year ended September 30, 2021 the Company increased its allowance for Mr.

franchise accounts by $ 218 .

As of September 30, 2021 and 2020 the franchises had deferred revenue balances of $ 0 .

John Simento has

been a director of the Company since May 19, 2020.

Rego’s and Mr.

Simento’s appointments with the Company,

they purchased a Company franchise in the United Arab Emirates (the “UAE”).

The Company filed an arbitration complaint

2 unchanged sentences

dated February 5, 2020.

Under the Settlement Agreement, the Company forgave all back royalty fees through July 2019, equally $18,825,

and agreed to defer all other fees until the franchise was able to obtain a business license to operate in the U.A.E., which is

currently delayed due to the Coronavirus pandemic.

The franchise is currently non-operational as a result of an inability to obtain

the issuance of a business license form the UAE due to the Coronavirus pandemic.

If the franchise is not able to procure the necessary

authorizations to operate, the franchisees would not owe any franchise fees.

As a consequence, we have not realized any revenue

from the franchise.

Rego is also the CEO of Teknowland, a software development company, with which the Company entered into an agreement on March

The term of the agreement is nine months and calls for a development fee of $12,900 per month.

Under the Settlement Agreement, the Company forgave all back royalty fees through July 2019, equaling $ 18,825 ,

and agreed to defer all other fees until the franchise was able to obtain a business license to operate in the UAE., which is currently

delayed due to the Coronavirus pandemic.

The franchise is currently non-operational as a result of an inability to obtain the issuance

of a business license from the UAE due to the Coronavirus pandemic.

If the franchise is not able to procure the necessary authorizations

to operate, the franchisees would not owe any franchise fees.

As a consequence, we have not realized any revenue from the franchise

and no payments have been received on outstanding balances.

As of September 30, 2021 and 2020 the accounts receivable balance with

the franchise was $ 10,613 and the Company had allowed for $ 10,613 and $ 8,925 , respectively, for net AR balances of $ 0 and $ 1,688 ,

respectively.

Accordingly, during the year ended September 30, 2021 the Company increased their allowance for the UAE franchise

account by $ 1,688 .

the CEO of Teknowland, a software development company, with which the Company entered into an agreement on March 10, 2020 to perform

development and maintenance services in relation to the Company’s franchise management software.

The term of the agreement

was six months, subject to auto-renewal until Teknowland had completed its obligations under the agreement, but subject to each

party’s right to terminate the agreement at any time on 30 days’ notice.

Under the agreement, the Company was obligated

to pay Teknowland a fee of $ 12,900 per month for development and maintenance services.

Starting in November 2020, the Company and

Teknowland orally agreed to reduce the monthly amount that the Company is obligated to pay to $3,000 per month.

During the year ended

September 30, 2020 the Company paid seven monthly payments of $12,900 in accordance with the terms of the agreement and paid an

additional $15,700 for additional services, for a total of $106,000.

or about December 6, 2019, Christopher Rego and Rod Whiton (the “Solicitors”), prior to their appointments as officers

or directors of the Company, commenced a consent solicitation to the shareholders of the Company and on February 5, 2020,

the Company and the Solicitors entered into an agreement to settle their dispute over the consent solicitation.

The settlement

resulted in the Company paying $10,000 as reimbursement for certain costs that they incurred related to the consent solicitation,

the Company agreeing to appoint Mr.

Whiton to the board, and the Company’s agreeing to appoint Mr.

Rego as chief

executive officer, among other provisions.

The Company ultimately paid a total of $20,000 in costs incurred by Messrs.

Whiton in relation to the consent solicitation.

September 30, 2020, the Company and Mr.

Rego orally agreed that Mr.

Rego and Teknowland would develop an eLearning program to enable

the Company to offer educational programs over the internet.

No agreement was reached regarding whether the Company or Teknowland

would own the eLearning program, or the terms under which the Company would be entitled to use the program on a long-term basis,

whether as owner or licensee.

The Company orally agreed to pay Teknowland $10,000 per month for five months for hosting and content

costs incurred by Teknowland.

After testing the program, the Company’s board decided in December 2020 not to pursue the E-Learning

Beginning in January

2021, Teknowland began hosting the Company’s website at a cost of $ 5,000 per month pursuant to an oral agreement.

On February 12, 2021,

the Company, Chris Rego and Teknowland entered into an agreement under which the parties mutually agreed to terminate the March

10, 2020 agreement to develop and maintain the Company’s franchise management system, and the oral agreement under which

Teknowland hosted the Company’s website.

In both cases, the Company has engaged an independent firm to provide the services.

Under the same agreement, the Company agreed to transfer and assign to Teknowland all of the Company’s rights in the E-Learning

program developed by Teknowland for the Company.

The Company evaluated the E-Learning program on a trial basis, and elected not

to pursue it as a line of business.

The Company agreed to pay Teknowland $50,000 to pay all invoices associated with the two agreements

and the E-Learning program, of which $20,000 was payable at execution of the agreement, $20,000 was payable 30 days later and $10,000

was payable 60 days later.

As of September 30, 2021 the entire amount had been paid.

During the year

ended September 30, 2021, JoyAnn Kenny-Charlton, a former director of the Company, agreed to relinquish 272,472 shares previously

approved for issuance to her for director services for no consideration.

(4) Property and Equipment

and equipment consisted of the following:

Property and equipment

consisted of the following:

Schedule of Property and Equipment

September 30,

1 unchanged sentence

Furniture and Fixtures

Property and Improvements

Total Depreciable Property and Equipment

1 unchanged sentence

Total Net Property and Equipment

to the end of fiscal 2018, the Company listed one of its owned condominiums for sale located at 701 Market Street, Suite 113,

Augustine, FL for $98,900.

Property and equipment of $43,178 related to the net book value of this asset was classified as

Assets Held for Sale in the Consolidated Balance Sheet at September 30, 2018.

This condominium was sold in November 2018 for proceeds

of approximately $86,000, therefore a gain on the sale of assets of approximately $43,000 was recorded in other income on the

statement of operations.

July 9, 2019 the Company completed the sale of a condominium conference space listed for sale for proceeds of $60,000 and recorded

a gain of approximately $22,000 which represented the excess of the proceeds over the carrying value on that date.

October 30, 2019, the Company completed the sale of a condominium conference space for proceeds of approximately $100,000 and

recorded a gain of approximately $21,000, which represented the excess of the proceeds over the carrying value on that date.

expense totaled approximately $113,000 and $116,000, respectively, for the years ended September 30, 2020 and 2019.

and Other Receivables

September 30, 2020 and 2019, respectively, the Company held certain notes receivable totaling approximately $100,000 and $94,000

respectively for extended payment terms of franchise fees.

The Company had an allowance on notes receivable of $91,000 and $91,000

as of September 30, 2020 and 2019, respectively.

The net notes receivable was approximately $9,000 and $3,000 and was included

in the consolidated balance sheet as of September 30, 2020 and 2019 respectively.

The notes were generally non-interest-bearing

notes with monthly payments, payable within one to two years.

Payment schedules for Notes Receivable

Depreciation expense

totaled approximately $ 109,000 and $ 113,000 , respectively, for the years ended September 30, 2021 and 2020.

(5) Acquisition of Intangible

Prior to July 20,

2021, the Company owned a 49 % non-controlling interest in Bricks4Schoolz, LLC, which was accounted for under the cost method.

July 21, 2021, the Company acquired the remaining 51 % of Bricks4Schoolz, LLC, including the proprietary software and content developed

for the entity by the other joint venture party, in consideration for the issuance of 300,000 shares of common stock, valued at

$ 60,000 based on the market value of the shares on the agreement date, and an agreement to pay cash of $ 108,000 in twelve monthly

payments of $9,000 each.

In accordance with ASC 805, Bricks4Schoolz, LLC was recorded as an asset acquisition because Bricks4Schoolz,

LLC did not meet the definition of a business, in that it only has a single asset (rights to proprietary software used in the Company’s

operations) and it does not have operations that include an input and a substantive process that together significantly contribute

to the ability to create outputs.

Accordingly, the total purchase price of $ 168,000 was recorded as an intangible asset that is

being amortized over five years.

(6) Notes and Other Receivables

At September 30,

2021 and 2020, respectively, the Company held certain notes receivable totaling approximately $ 97,000 and $ 100,000 respectively

for extended payment terms of franchise fees.

The Company had an allowance on notes receivable of $ 91,000 and $ 91,000 as of September

30, 2021 and 2020, respectively.

The net notes receivable was approximately $ 6,000 and $ 9,000 and was included in the consolidated

balance sheet as of September 30, 2021 and 2020 respectively.

The notes were generally non-interest-bearing notes with monthly

payments, payable within one year, or currently in default.

Accordingly, the full balance was recorded as a current asset as of

September 30, 2021 and 2020.

(7) Accrued Liabilities

Company had accrued liabilities at September 30, 2020, and September 30, 2019 as follows:

The Company had accrued liabilities at

September 30, 2021, and September 30, 2020 as follows:

Schedule of Accrued Liabilities

Accrued Liabilities

3 unchanged sentences

Accrued compensation and payroll taxes

Accrued Severance

Stock-Based Compensation

December 2017, the Company granted a total of 14,286 warrants to two Directors of the Company.

These warrants were granted in

conjunction with the issuance of standby letters of credit from the two directors.

The warrants had an exercise price of $0.14

per share and expired five years from the date of grant.

These warrants were valued using the Black Scholes method.

The fair value

of the warrants on the date of grant were $2,000, and the warrants vested immediately.

The Company expensed $2,000 in connection

with the grant during the year ended September 30, 2018.

These warrants were exercised in September 2019 for 14,286 shares of

common stock.

The Company agreed to waive the $2,000 exercise price owed in total from these warrant holders.

March 27, 2019 and July 19, 2019, the Company approved the issuance of 13,265 and 13,788 shares of common stock, respectively,

to a former President of the Company due to a calculation error in relation to her terminated employment agreement.

compensation relating to this agreement was properly fully recognized during the year ended September 30, 2017.

March 21, 2019, the Company agreed to cancel 260,630 outstanding stock options granted to the former President of the Company

in connection with her terminated employment agreement and grant her 294,778 new options.

The Company utilized the Black-Scholes

valuation model for estimating fair value of these new options.

Each grant was evaluated based upon assumptions at the time of

The assumptions used in the calculations included no dividend yield, expected volatility of approximately 110%, a risk-free

interest rate of 2.34%, and an expected term of 5 years.

The dividend yield of zero is based on the fact that the Company does

not pay cash dividends and has no present intention to pay cash dividends.

Expected volatility is estimated based on the Company’s

historical stock prices over a period equivalent to the expected life in years.

The risk-free interest rate is based on the U.S.

Treasury’s Daily Treasury Yield Curve Rates at the date of grant with a term consistent with the expected life of the options

The expected term calculation is based on the “simplified method”

allowed by the Securities and Exchange

Commission (the “SEC”), due to no applicable historical exercise data available.

The fair value of these new stock

options did not exceed the fair value of the initially granted options.

As per FASB ASC 718-20-35, additional compensation cost

is required to be recorded for any incremental value between the initial equity award and any modifications, therefore no additional

compensation was recorded for these new stock options.

September 30, 2019, Blake Furlow resigned as Chief Executive Officer of the Company.

Furlow received a severance payment of

$30,000 pursuant to the terms of a Severance Agreement.

Pursuant to his employment agreement, the Company also issued an aggregate

of 566,176 shares of Common Stock to Mr.

Furlow valued at $35,000.

September 30, 2019, Bart Mitchell, the Company’s Chief Financial Officer, was appointed Chief Executive Officer of the Company.

In connection with his appointment, Mr.

Mitchell entered into an Employment Agreement with the Company as of October 1, 2019 for

the term of one year.

In addition to cash compensation, he was entitled to receive stock grants valued at the lesser of $15,000

or 200,000 Shares of Common Stock on the last day of the completed year of employment.

Mitchell continued to serve as a member

of the Board of Directors of the Company, but no longer served as the Company’s Chief Financial Officer.

On September 30,

2019, the Company approved the issuance of 166,667 shares to Mr.

Mitchell pursuant to his prior employment agreement for compensation

earned during the year ended September 30, 2019, which were valued at $10,000.

Mitchell resigned as President on June 8, 2020.

At such time he received a severance package of $50,000.

September 27, 2019, in connection with their service on the Board of Directors for fiscal years 2017, 2018 and 2019, the Company

approved the issuance of (i) 99,362, (ii) 272,472, (iii) 112,739 and (iv) 272,472 shares of Common Stock to Blake Furlow, Gary

Herman, Bart Mitchell and JoyAnn Kenny-Charlton, respectively, for a value of $45,423, as well as a total of cash payments of

following table represents option activity during the years ended September 30, 2020 and 2019:

Accrued settlement agreements

Other accrued liabilities

Accrued Liabilities

(8) Stockholders’ Equity (Deficit)

As of September 30,

2021 the Company has 10,000,000 shares of Preferred Stock authorized with no shares issued and outstanding and has 50,000,000 shares

of Common Stock authorized with 13,540,938 shares issued and 13,525,838 shares outstanding.

During the year ended

September 30, 2021 the Company issued 150,000 shares of common stock for services to a consultant that was valued at $0.20 per

share, which was the market price of the Company’s shares on the grant date.

The Company also issued 300,000 shares of common

stock to acquire intangible assets that were valued at $ 0.20 per share, which was the market price of the Company’s shares

on the grant date.

During the year ended September 30, 2021, JoyAnn Kenny-Charlton, a former director of the Company, agreed to

relinquish 272,472 shares previously approved for issuance to her for director services for no consideration and the Company cancelled

those shares.

The Company also reclassified 50,000 shares of common stock out of treasury due to the shares owed to them never

being returned by the holder.

During the year ended

September 30, 2020 the Company issued 35,714 shares of common stock for compensation to Gary Herman, who was a director at the

time of the issuance, valued at $ 0.07 per share, which approximated the market value of the Company’s stock on the grant

Also, during the year ended September 30, 2020, Mr.

Mitchell, who was the Company’s president at the time, returned

279,406 shares of common stock previously issued to him for compensation for no consideration and the Company cancelled them.

The following table

represents option activity during the years ended September 30, 2021 and 2020:

Schedule of Stock Option Activity

Vested and Exercisable at September 30, 2019

Cancelled options

Options granted March 21, 2019

Options granted

Vested and Exercisable at September 30, 2020

2 unchanged sentences

Vested and Exercisable at September 30, 2021

following table represents all outstanding options as of September 30, 2020:

The following table

represents all outstanding options as of September 30, 2020:

Schedule of Options Outstanding

Granted May 13, 2017

2 unchanged sentences

Vested and Exercisable at September 30, 2021

Commitments and Contingencies

Company is subject to litigation claims arising in the ordinary course of business.

The Company believes that it has adequately

accrued for legal matters in accordance with the requirements of GAAP.

The Company records litigation accruals for legal matters

which are both probable and estimable and for related legal costs as incurred.

The Company does not reduce these liabilities for

potential insurance or third-party recoveries.

October 2, 2015, the Company filed suit in the state court in St.

John’s County, Florida, Case No.

CA 15-1076, against its

former Chief Executive Officer Brian Pappas, Christine Pappas, its former Human Resources officer, and an independent company

controlled by Mr.

Pappas named Franventures, LLC (“Franventures”).

The lawsuit seeks return of Company emails and

other electronic materials in the possession of the defendants, Company control over the process by which the Company’s

documents are identified, and a court judgment that the property is the Company’s.

Pappas have returned certain

Company documents that they have identified, but other issues remain.

On December 11, 2017, Brian Pappas filed a counterclaim

alleging the Company is required to indemnify him for a multitude of matters.

On October 8, 2020 the Court dismissed Brian Pappas’

indemnity counterclaim without prejudice.

a separate suit, filed on March 7, 2016 in the state court in St.

John’s County, Florida (Case No.

CA 16-236), Franventures,

LLC (“FV”) filed suit against the Company alleging that it is due an unstated amount of money from the Company pursuant

to a contract the Company had previously terminated.

On June 23, 2016, the Company filed a counterclaim against Franventures,

which also included a complaint against former Chairman of the Board and Chief Executive Officer Brian Pappas.

The counterclaim

seeks redress for losses and expenditures caused by alleged fraud, conversion of company assets, and breaches of fiduciary duty

that the Company alleges that defendants perpetrated upon CLC, including assertions regarding actions by Brian Pappas that the

Company alleges occurred while Mr.

Pappas was serving as the Chief Executive Officer of CLC and as a member of its board of directors.

The Company is actively litigating this matter.

On October 27, 2016, Brian Pappas filed a motion to amend the complaint in Case

CA 16-236 to add a claim alleging that the Company slandered him by virtue of a press release issued on or about August 1,

2016, in which the Company reported to shareholders on steps it had taken and improvements it had implemented.

The motion has

still not been ruled upon by the Court.

Pappas is granted the right to amend his complaint and does so, the Company will

vigorously defend the proposed claim.

Company’s complaint against Mr.

(9) Commitments

and Contingencies

The Company is subject

to litigation claims arising in the ordinary course of business.

The Company believes that it has adequately accrued for legal

matters in accordance with the requirements of GAAP.

The Company records litigation accruals for legal matters which are both probable

and estimable and for related legal costs as incurred.

The Company does not reduce these liabilities for potential insurance or

third-party recoveries.

On October 2, 2015,

the Company filed suit in the state court in St.

John’s County, Florida, Case No.

CA 15-1076, against its former Chief Executive

Officer Brian Pappas, Christine Pappas, its former Human Resources officer, and an independent company controlled by Mr.

named Franventures, LLC (“Franventures”).

The lawsuit sought return of Company emails and other electronic materials

in the possession of the defendants, Company control over the process by which the Company’s documents are identified, and

a court judgment that the property is the Company’s.

Pappas had returned certain Company documents that they

have identified, but other issues remained.

On December 11, 2017, Brian Pappas filed a counterclaim alleging the Company is required

to indemnify him for a multitude of matters.

On October 8, 2020 the Court dismissed Brian Pappas’ indemnity counterclaim

without prejudice.

In a separate suit,

filed on March 7, 2016 in the state court in St.

John’s County, Florida (Case No.

CA 16-236), Franventures filed suit against

the Company alleging that it is due an unstated amount of money from the Company pursuant to a contract the Company had previously

On June 23, 2016, the Company filed a counterclaim against Franventures, which also included a complaint against former

Chairman of the Board and Chief Executive Officer Brian Pappas.

The counterclaim seeks redress for losses and expenditures caused

by alleged fraud, conversion of company assets, and breaches of fiduciary duty that the Company alleges that defendants perpetrated

upon CLC, including assertions regarding actions by Brian Pappas that the Company alleges occurred while Mr.

Pappas was serving

as the Chief Executive Officer of CLC and as a member of its board of directors.

On October 27, 2016, Brian Pappas filed a motion

to amend the complaint in Case No.

CA 16-236 to add a claim alleging that the Company slandered him by virtue of a press release

issued on or about August 1, 2016, in which the Company reported to shareholders on steps it had taken and improvements it had

The Company’s

complaint against Mr.

Pappas and Franventures (Case No.

CA 15-1076) has been consolidated with Mr.

Pappas’

and Franventures’

CA 15-1076) was consolidated with Mr.

Pappas’ and Franventures’

complaint against the Company (Case No.

CA 16-236) for purposes of discovery, but not for any other purpose.

February 24, 2017, franchisee, Team Kasa, LLC, along with its three owners, filed suit in the Eastern District of New York (Case

2:17-cv-01074) against former CEO Brian Pappas and Franventures, as well as four other defendants seeking damages under the

New York Franchise Sales Act.

The same Plaintiffs also initiated an arbitration proceeding against the Company on the same issues

(American Arbitration Association, Case No.

01-17-0001-1968), alleging the Company is jointly and severally liable for damages

resulting from the allegations against Mr.

On May 22, 2021,

the Company, Brian Pappas, Christine Pappas and Franventures entered into an agreement under which the parties agreed to mutually

release all parties from any claims or causes of action that they have against the other, including without limitation any claims

asserted in Case No.

CA 15-1076 and Case No.

The Company agreed to pay Brian Pappas and his assigns 60 consecutive,

monthly payments of $4,000 commencing on June 1, 2021 and continuing through June 1, 2026.

As of September 30, 2021 the Company

had made four of the monthly payments and the unpaid balance of $ 224,000 has been recorded in the balance sheet under accrued liabilities.

On February 24, 2017,

franchisee, Team Kasa, LLC, along with its three owners, filed suit in the Eastern District of New York (Case No.

2:17-cv-01074)

against former CEO Brian Pappas and Franventures, as well as four other defendants seeking damages under the New York Franchise

The same Plaintiffs also initiated an arbitration proceeding against the Company on the same issues (American Arbitration

Association, Case No.

01-17-0001-1968), alleging the Company is jointly and severally liable for damages resulting from the allegations

Pappas and Franventures.

The Company is contesting the allegations and its liability

for any damages in the arbitration case.

The Company is contesting the allegations and its liability for any damages in the arbitration

Both cases have been held in abeyance as the parties seek a resolution.

November 8, 2017, franchisee, Indy Bricks, LLC, along with its two owners, Ben and Kate Schreiber, initiated arbitration against

the Company (American Arbitration Association, Case No.

On November 8, 2017,

franchisee, Indy Bricks, LLC, along with its two owners, Ben and Kate Schreiber, initiated arbitration against the Company (American

Arbitration Association, Case No.

01-17-0006-8120).

The Plaintiffs allege breach of contract, fraud, material

misrepresentations and omissions, violations of the Indiana Franchise Act, and violations of the Indiana Deceptive Franchise Practices

On April 23, 2020, a settlement agreement was entered into between the Plaintiffs and the Company under which the arbitration

was dismissed.

Pursuant to the settlement agreement, Indy Bricks, LLC will pay the Company an agreed amount of past due franchise

fees, monthly marketing and royalty fees, and monthly fees to utilize the Company’s franchise management software.

December 6, 2019, the Company initiated arbitration against two franchise owners.

This case was settled on February 5, 2020.

July 2019, the Company entered into an operating agreement for a joint venture known as Bricks4Schoolz, LLC, with BPL Enterprises

for Bricks4Schoolz LLC (“BPL”).

Under the operating

agreement, the joint venture is granted a license to distribute certain intellectual property of the Company through a software

system developed by BPL for the joint venture, provided that the joint venture may only distribute the intellectual property to

elementary and middle schools in territories which are not covered by an existing franchisee of the Company.

Due to disputes regarding

the scope of the license, and the fact that neither Bricks4Schoolz, LLC or BPL were legal entities at the time the operating agreement

was executed, the Company has rescinded the operating agreement.

components of the deferred tax assets at September 30, 2020 and September 30, 2019 were as follows:

The Plaintiffs allege breach of contract, fraud, misrepresentations and omissions,

violations of the Indiana Franchise Act, and violations of the Indiana Deceptive Franchise Practices Act.

On April 23, 2020, a

settlement agreement was entered into between the Plaintiffs and the Company under which the arbitration was dismissed.

to the settlement agreement, Indy Bricks, LLC agreed to pay the Company an agreed amount of past due franchise fees, monthly marketing

and royalty fees, and monthly fees to utilize the Company’s franchise management software.

(10) Income Taxes

The components of

the deferred tax assets at September 30, 2021 and September 30, 2020 were as follows:

Schedule of Components of Deferred Taxes

Deferred tax assets:

Allowance for bad debt

$ ( 165,028 )

Charitable contributions

19 unchanged sentences

such assets will be realized, therefore a full valuation allowance has been recorded.

components of the provisions for income taxes for the fiscal years ended September 30, 2020 and 2019 are as follows:

The components of

the provisions for income taxes for the fiscal years ended September 30, 2021 and 2020 are as follows:

Schedule of Components of Provision For Income Taxess

Additional deferred tax related to book tax differences

1 unchanged sentence

Total tax provision

reconciliation of the provisions for income taxes for the fiscal years ended September 2020 and 2019 as compared to statutory

rates is as follows:

A reconciliation

of the provisions for income taxes for the fiscal years ended September 2021 and 2020 as compared to statutory rates is as follows:

Schedule of Reconciliation of Income Tax Provision

Provision at statutory rates

$ ( 338,614 )

$ ( 141,072 )

State income tax, net of federal benefit

5 unchanged sentences

Total income tax provision

April 28, 2020, the Company was granted a loan (the “Loan”) from First Bank of the Lake in aggregate amount of $119,980,

pursuant to the Paycheck Protection Program (the “PPP”) under Division A, Title I of the CARES Act, which was enacted

March 27, 2020.

The Loan, which was in the form of a Note dated April 24, 2020 issued by the Company, matures on April 23, 2022

and bears interest at a rate of 1% per annum, payable monthly commencing on October 23, 2020.

The Note may be prepaid by the Borrower

at any time prior to maturity with no prepayment penalties.

Funds from the Loan may only be used for payroll costs, cost used

to continue group health care benefits, mortgage payments, rent, utilities and interest on other debt obligations incurred before

February 15, 2020.

( 11) Note Payable

On April 28, 2020,

the Company was granted a loan (the “Loan”) from First Bank of the Lake in aggregate amount of $ 119,980 , pursuant to

the Paycheck Protection Program (the “PPP”) under Division A, Title I of the CARES Act, which was enacted March 27,

The Loan, which was in the form of a Note dated April 24, 2020 issued by the Company, matures on April 23, 2022 and bears

interest at a rate of 1 % per annum, payable monthly commencing on October 23, 2020.

The Note may be prepaid by the Borrower at

any time prior to maturity with no prepayment penalties.

Funds from the Loan may only be used for payroll costs, cost used to continue

group health care benefits, mortgage payments, rent, utilities and interest on other debt obligations incurred before February

The Company used the entire Loan amount for qualifying expenses.

Under the terms of the PPP, certain amounts

of the Loan may be forgiven if they are used for qualifying expenses as described in the CARES Act.

(11) Subsequent

Company performed a review of events subsequent to the balance sheet date through the date the financial statements were issued

and determined that there were no such events requiring recognition or disclosure in the financial statements.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report

to be signed on its behalf by the undersigned, thereunto duly authorized.

LEARNING CORPORATION

December 30, 2020

Whiton, President

Executive Officer)

December 30, 2020

Elkin, Chief Financial Officer

Financial and Accounting Officer)

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf

of the registrant and in the capacities and on the date indicated.

Under the terms of the PPP, certain amounts of the Loan

may be forgiven if they are used for qualifying expenses as described in the CARES Act.

The Company used the entire loan amount

for qualifying expenses, and expects the loan to be forgiven therefore has not recorded any accrued interest on the loan.

(12) Subsequent Events

On October 21, 2021,

the Company leased approximately 2,480 square feet of office space at 1637 S.

Main Street, Milpitas, CA 94035 for its corporate

The lease has a term of two years and one month.

The Company is obligated to pay base rent of $4,588 per month in the

first year, $4,726 per month in the second year, and $4,867 per month in the last month, plus a pro rata share of common area expenses.

On November 1, 2021, the Company relocated its corporate offices to the Milpitas, California location.

On December 7, 2021,

the Company, DriveItAway, Inc., a Delaware corporation (“DIA”), and the existing shareholders of DIA executed an Agreement

and Plan of Share Exchange (the “Share Exchange Agreement”), under which the Company would acquire all of the issued

and outstanding common stock of DIA by issuing one share of Series A Convertible Preferred Stock (the “Series A Preferred”)

of the Company for each outstanding share of DIA common stock (the “Share Exchange”).

As a result of the Share Exchange,

DIA will become a wholly-owned subsidiary of the Company.

Each share of Series A Preferred will be convertible into that number

of shares of common stock of the Company which would entitle the Series A Preferred holders to 85% of the Company’s common

stock, determined on a fully-diluted basis, but prior to any shares issued or issuable as a result of the Financing (as defined

The exact conversion rate of the Series A Preferred will be determined at closing of the Share Exchange.

In addition, each

share of Series A Preferred will be entitled to dividends and voting rights on an “as converted” basis with the common

stockholders.

Upon closing of the Share Exchange, all of the existing members of the board of directors (the “Board”)

of the Company have agreed to resign, and John Possumato, Adam Potash and Paul Patrizio will be appointed to the Company’s

Upon closing of the Share Exchange, Christopher Rego and Rod Whiton have agreed to resign as officers, and upon their resignation

John Possumato will be appointed chief executive officer and Adam Potash will be appointed chief operating officer.

has agreed to remain as chief financial officer of the Company.

Closing of the Share Exchange Agreement is subject to a number

of conditions, and is expected to occur in the first quarter of 2022, provided that the closing conditions are satisfied or waived.

DIA is the first

national dealer focused mobility platform that enables car dealers to sell more vehicles in a seamless way through eCommerce, with

its exclusive “Pay as You Go” app-based subscription program.

DIA provides a comprehensive turn-key, solutions driven

program with proprietary mobile technology and driver app, insurance coverages and training to get dealerships up and running quickly

and profitably in emerging online sales opportunities.

The company is planning to soon to expand its easy and transparent consumer

app ‘subscription to ownership’ platform to enable entry level consumers to drive and acquire new electric vehicles.

On December 7, 2021,

the Company entered into a Sale Agreement with StroomX, LLC (the “Purchaser”), under which the Company agreed to sell

all of the Company’s subsidiaries (the “Learning Subsidiaries”) involved in its learning business (the “Learning

Business”), as well as any assets of the Learning Business that are not owned by the Learning Subsidiaries, to the Purchaser.

In connection with the sale, the Purchaser agreed to assume all liabilities of the Learning Business, and to indemnify and hold the Company harmless from any such liabilities.

The Purchaser is controlled by Christopher Rego, the Company’s current Chief Executive Officer.

Closing of the sale will

occur after the closing of the Share Exchange.

Pursuant to the requirements

of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on

its behalf by the undersigned, thereunto duly authorized.

CREATIVE LEARNING CORPORATION

January 11, 2022

/s/ Rod Whiton

Rod Whiton, President

(Principal Executive Officer)

January 11, 2022

/s/ Mike Elkin

Mike Elkin, Chief Financial Officer

(Principal Financial and Accounting Officer)

Pursuant to the requirements

of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant

and in the capacities and on the date indicated.

/s/ Christopher Rego

Director and Chief Executive Officer

January 11, 2022

Christopher Rego

and Chief Executive Officer

JoyAnn Kenny-Charlton

Kenny-Charlton

/s/ Rod Whiton

President and Director

January 11, 2022

/s/ John Simento

January 11, 2022

Gary Zell, II

January 11, 2022

Gary Zell, II

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures