SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

  January 6, 2020

Via E -Mail
Andrew Hulsh , Esq.
Pepper Hamilton LLP
The New York Times Building
37th Floor
620 Eighth Avenue
New York, NY 10018 -1405

Re:   Creative Learning Corporation
PREC14A filed on December  27, 2019
 File No. 00 0-52883

Dear Mr . Hulsh :

We have reviewed your filing and have the following comments. In some of our comments,
we may ask you to provide us with information so we may bett er understand your disclosure.

Please respond to this letter by amending your filing, by providing the requested
information, or by advising us when you will provide the requested response. If you do not
believe our comments apply to your facts and circumstances or do not b elieve an amendment is
appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to th ese comments , we may have additional comments.

Preliminary Proxy Statement
1. Please disclose in an appropriate location of your proxy statement the consequences of a
change of control in the company if two or more of your directors  are removed and
replaced . Describe any acceleration in, for example, debt obligations, incentive
compensation and  employment agreements .

Reasons to Reject the Rego Consent Proposals , page 7
2. Please revise your disclosure to clarify that the control you refer to in the first bullet point
on page 7 will not result in the inability of security holders t o exercise their voting and
other rights as security holders.
3. Each statement or assertion of opinion or belief must be clearly characterized as such,
and a reasonable factual basis must exist for each such opinion o r belief. Support for
opinions or beliefs should be self -evident, disclosed in the proxy statement or provided to

Andrew Hulsh , Esq.
Pepper Hamilton LLP
January 6, 2020
Page 2

 the staff on a supplemental basis. Provide revise your disclo sure in the third bullet point
on page 7  to characterize it as your opinion or belief .
4. With respect to the fifth bullet point on page 7, please revise your disclosure to clarif y
whether th e qualifications set forth in the bylaws for company directors are aspirational
or are required before an individual can serve a s a director. If the latter, please clarify
who wo uld make the determination with respect to any potential board member  and
describe the effect on the consent solic itation  of a decision that the Rego nominees do not
meet the qualifications set for th in the bylaws .

Background of the Rego Consent Solicita tion, page 9
5. Each statement or assertion of opinion or belief must be clearly characterized as such,
and a reasonable factual basis must exist for each such opinion o r belief. Support for
opinions or beliefs should be self -evident, disclosed in the proxy statement or provided to
the staff on a supplemental basis. Provide support for your disclo sure in the seventh and
eighth bullet points on page 9 .

We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstan ding any review, comments, action or absence of action by the staff

Please direct any questions to me at (202) 551 -3619.

        Sincerely,

        /s/ Daniel F. Duchovny
        Daniel F. Duchovny
        Special Counsel
        Office of Mergers and Acquisitions