SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB


                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                     FOR THE QUARTER ENDED FEBRUARY 28, 2001


                      ACCELERATED LEARNING LANGUAGES, INC.
             (Exact name of Registrant as specified in its charter)

         Delaware                      #0-13895              IRS#34-1444240
(State or other jurisdiction of      (Commission             (IRS Employer
incorporation or organization)       File Number)         Identification Number)

                         3900 Paradise Road / Suite 227
                             Las Vegas, Nevada 89109
              (Address of Registrant's principal executive offices)

                                 (702) 942-2010
              (Registrant's telephone number, including area code)

                                 (702) 942-2014
              (Registrant's facsimile number, including area code)

     Title of each class           Name of each exchange on which registered
        Not Applicable                           Not Applicable

         Securities registered under Section 12(b) of the Exchange Act:
                          Common Stock $.0001 Par Value

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the past 12 months (or for
such shorter period that the issuer was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

         Yes [X]                 No [_]


         State the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable dates.

   Title of Each Class                          Outstanding at November 30, 2000
Common Stock, $0.0001 Par Value                           16,444,465 Shares

PART I

Item 1. Description of Business

     Accelerated  Learning Languages,  Inc. ("ALL"), is a Delaware  corporation.
Effective  November 7, 2000,  ALL acquired the language  division of Accelerated
Learning  Institute,  Inc. and intends to provide language products and services
for sale around the world. These include home-study language courses for English
speakers in the USA and  Canada,  and  English as a Foreign  Language  (ESL) for
Spanish speakers,  being developed under contract for a Mexican  Corporation and
Cocokids,  a second language course for preschool children.  All of the programs
are in the Accelerated  Learning modality providing optimum learning  efficiency
for the user.

     The company has established  offices at 3900 Paradise Road,  Suite 227, Las
Vegas, NV 89109. Telephone (702) 942-2010. Facsimile (702) 942-2014.

Item 2. Properties

     At  February  28,  2001,  the  Issuer  had no  material  assets  and had no
liabilities.

Item 3. Legal Proceedings

     None

Item 4. Submission of Matters to a Vote of Security Holders

     None


PART II

Item 5. Market for Common Equity and Related Stockholder Matters

     The   Issuer's   common   stock  is   listed  on  the   NASD's   Electronic
Over-the-Counter  Bulletin  Board  (symbol  LRNN).  The  quoted  prices  reflect
interdealer prices without retail markup,  markdown or commissions,  and may not
necessarily  represent  actual  transactions.  On February 28, 2001, the closing
trade for the common stock was $0.025.

     On February 28, 2001, the number of stockholder accounts of record was 777.

Item 6. Plan of Operations

     The company  will supply  home-study  French,  German,  Spanish and Italian
language courses to established  clients. New clients will be generated from the
company's Web sites at www.learnalanguage.com. and www.cocokids.com.

     Development  of the ESL Spanish  course will be completed by June 2001. The
Mexican  partner  will produce and sell the course in thirteen  countries  where
Spanish  is a common  language.  ALL will  retain  title  to the  copyright  and
trademark rights and will receive payment of a royalty on all product sales. ALL
will also seek other  non-English  speaking  partners  to develop and market ESL
programs in other foreign languages using the ESL Spanish course as a template.

     Cocokids is fully  developed  for  French,  Spanish and English and will be
test marketed for suitability of sale using the franchise method of selling.

Item 7. Financial Statements/or Financial Condition

     For the information  called for by this Item, see the Financial  Statements
attached.

Item  8.  Changes  in and  Disagreements  With  Accountants  on  Accounting  and
Financial Disclosure

     During the  quarter  ended  February  30,  2001,  there were no  reportable
disagreements  between the Issuer and its  auditors on any matter of  accounting
principles or practices,  financial statement  disclosure,  or auditing scope or
procedure.


PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
With Section 16(a) of the Exchange Act

         Mr. Thomas L. Madden, a director since November 7th, 2000
         Mr. Peter Kenyon, a director since November 7th, 2000
         Ms. Anne Kenyon, a director since November 7th, 2000


Item 10. Executive Compensation

     Executive compensation is in the process of being finalized.

Item 11. Security Ownership of Certain Beneficial Owners and Management

     A total of 16,444,465 shares of common stock were issued and outstanding on
the date of this Quarterly Report on Form 10-QSB. The following table sets forth
certain  information  with respect to the beneficial  ownership of shares of the
Issuer's common stock by (i) each person known to be the beneficial  owner of 5%
or more of the common  stock,  (ii) each  executive  officer or  director of the
Issuer, and (iii) all executive officers and directors as a group.

  Name and Address                    Number of Shares
 of Beneficial Owner                 Beneficially Owned       Percent of Class

       None                                None                    - 0 -%

All Officers and Directors as a Group      - 0 -                   - 0 -%

Item 12. Certain Relationships and Related Transactions

     Information set out in Item 10 is also applicable to this item. No officer,
director,  nominee  for  director,  family  member of any of the  foregoing,  or
corporation,  organization, trust or estate in which any of the foregoing has an
interest is indebted to the Registrant.

Item 13. Exhibits and Reports on Form 8-K

     None.



                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Quarterly Report on
Form 10-QSB to be signed on its behalf by the undersigned, thereunto duly
authorized.

February 28, 2001
                                        Accelerated Learning Languages, Inc.

                                        By: /s/  Peter Kenyon
                                        ----------------------------------
                                        Peter Kenyon,
                                        President



<PAGE>


ACCELERATED LEARNING LANGUAGES, INC.
Balance Sheets
November 30, 2000




<TABLE>


                                                                       11/30/00
                                     ASSETS
<S>                                                                  <C>

Cash and cash equivalents                                                    $5

                                Total Assets                                 $5


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities                                                                  $0
                                Total Liabilities                            $0

Stockholders' Equity
   Serial Preferred Stock, convertible $.0001 par value;
   100,000 shares authorized, 0 outstanding at November 30, 2000.            10

   Common Stock, $.0001 par value; 50,000,000
   shares authorized, 16,444,465 issued and outstanding
   at November 30, 2000.                                                    104

         Additional Paid-in-Capital                                  17,063,578
         Retained Earnings (Deficit)                               (17, 063,687)

                                Total Stockholders' Equity                   $5

                           Total Liabilities and Stockholders' Equity        $5

</TABLE>

<PAGE>



ACCELERATED LEARNING LANGUAGES, INC.
Statement of Operations and Retained Earnings (Deficit)
For the Quarter Ended November 30, 2000



<TABLE>
<S>                                                         <C>

                                                                   11/30/00
Income
         Gross sales                                                  $0
                                    Total Income                       0

Expenses
         General and administrative                                    0
                                    Total Expenses                     0

                                    Net Income                         0

Beginning Retained Earnings (Deficit)                        (17,063,687)
         Transfer of retained earnings to increase Common
         Stock for Preferred Stock converted                           0

Ending retained Earnings (Deficit)                           (17,063,687)

Weighted Average shares outstanding
         during the period                                     1,038,948

</TABLE>


<PAGE>


ACCELERATED LEARNING LANGUAGES, INC.
Statement of Cash Flows
For the Quarter Ended November 30, 2000



<TABLE>

<S>                                                              <C>

                                                                      11/30/00

Cash Flows From Operating Activities
         Net Income                                                      $0

         Preferred Stock issued for legal services                        0

         Total adjustments to Net Income                                  0

                  Net Cash Provided by Operating Activities               0

Cash Flow From Investing Activities
         Proceeds from exercise of stock purchase warrants                5

                  Net Cash Provided by Financing Activities               5

Net Increase in Cash                                                      5

Cash, Beginning of Period                                                $5


</TABLE>