<PAGE>

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

                                    FORM 10-Q

                                   (Mark One)
|X| QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

    For the quarterly period ended June 30, 2008

|_| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

    For the transition period from ___________ to ___________

    Commission File number 000-29953

                             LEARNING PRIORITY, INC.
              -----------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                NEVADA 95-4562316
              -------------------------------- --------------------
                (State or other jurisdiction of (I.R.S. Employer
               incorporation or organization) Identification No.)

             605 WARWICK AVENUE #4, THOUSAND OAKS, CALIFORNIA 91360
             ------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

        Registrant's telephone number, including area code (805) 449-1614

                                       N/A
               ---------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

         Securities registered under Section 12(b) of the Exchange Act:

           Title of each class       Name of each exchange on which registered
            -------------------     -----------------------------------------
                  None                                 None

Indicate by check mark if the registrant (1) has filed reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Company was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days.

Yes |_| No |X|

Indicate by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):

Large Accelerated Filer |_|   Accelerated Filer |_|  Non-Accelerated Filer |X|

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act).

Yes   |_|         No    |X|

As of June 30, 2008, there were 1,002,758 outstanding shares of the Registrant's
Common Stock, $0.001 par value.

<PAGE>
<TABLE>
<CAPTION>
<S>     <C>
                                                 TABLE OF CONTENTS

-------- -------- --------------------------------------------------------------- ---------
         Part I   FINANCIAL INFORMATION
-------- -------- --------------------------------------------------------------- ---------
Item 1.           Financial Statements and Supplementary Data                            3
-------- -------- --------------------------------------------------------------- ---------
Item 2.           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations.                                   6
-------- -------- --------------------------------------------------------------- ---------
Item 3.           Quantitative and Qualitative Disclosures about Market Risk             9
-------- -------- --------------------------------------------------------------- ---------
Item 4.           Controls and Procedures                                                9
-------- -------- --------------------------------------------------------------- ---------

-------- -------- --------------------------------------------------------------- ---------
         Part II  OTHER INFORMATION
-------- -------- --------------------------------------------------------------- ---------
Item 1.           Legal Proceedings                                                      9

-------- -------- --------------------------------------------------------------- ---------
Item 1A           Risk Factors                                                          10
-------- -------- --------------------------------------------------------------- ---------
Item 2.           Unregistered Sales of Equity Securities and Use of Proceeds           10
-------- -------- --------------------------------------------------------------- ---------
Item 3.           Defaults Upon Senior Securities                                       10
-------- -------- --------------------------------------------------------------- ---------
Item 4.           Submission of Matters to a Vote of Security Holders                   10
-------- -------- --------------------------------------------------------------- ---------
Item 5.           Other Information                                                     10
-------- -------- --------------------------------------------------------------- ---------
Item 6.           Exhibits                                                              10
-------- -------- --------------------------------------------------------------- ---------
                  Signatures                                                            11
-------- -------- --------------------------------------------------------------- ---------
</TABLE>

 As used in this annual report, "we", "us", "our", "Learning Priority", the
"Company", or "our Company" refers to Learning Priority, Inc. and its
predecessor.

Forward-Looking Statements and Associated Risks

The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for certain forward-looking statements. Some of the statements contained in this
annual report of Learning Priority discuss future expectations, contain
projections of our operations or financial condition or state other
forward-looking information. Some statements contained in this annual report on
Form 10-K that are not historical facts (including without limitation statements
to the effect that we "believe," "expect," "anticipate," "plan," "intend,"
"foresee," or other similar expressions) and are forward-looking statements.
These forward-looking statements are based on our current expectations and
beliefs concerning future developments and their potential effects on us. There
can be no assurance that future developments affecting us will be those
anticipated by us. All comments concerning our expectations for future revenue
and operating results are based on our forecasts of our plan of operation and do
not include the potential impact of any future acquisitions or operations. These
forward-looking statements involve significant risks and uncertainties (some of
which are beyond our control) and assumptions. Should one or more of these risks
or uncertainties materialize, or should any of our assumptions prove incorrect,
actual results may vary in material respects from those projected in the
forward-looking statements.


                                        2
<PAGE>

PART I - FINANCIAL INFORMATION

Item 1.     Financial Statements.
<TABLE>
<CAPTION>
<S>     <C>

                             LEARNING PRIORITY, INC.
                          (a development stage company)
                                 BALANCE SHEETS

                                                   JUNE 30,      DECEMBER 31,
                                                    2008             2007

TOTAL ASSETS

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued expenses
Compensation payable
Due to related party
Accrued interest
Stock payable
Derivative liability

Total Current Liabilities


Stockholders' Deficit
Common stock, $.001 par value, 2,016,061,636
  shares authorized, 1,002,758
  shares issued and outstanding as of 6/30/08           1,000        1,500,000

Additional paid-in capital                         16,343,350       16,343,350
Deficit accumulated during the development        (16,344,350)     (17,843,350)
Total Stockholders' Deficit

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT


See accompanying summary of accounting policies and notes to financial statements

                                       3
<PAGE>


                                              LEARNING PRIORITY, INC.
                                           (a development stage company)
                                              STATEMENTS OF OPERATIONS
                                 Three and Six Months ended June 30, 2008 and 2007
                                        and the Period from January 25, 1996
                                            (Inception) to June 30, 2008
                                                    (unaudited)


                                                 Three             Three        Six        Six
                                                 months           months        months    months        Inception
                                                 ended            ended         ended     ended            through
                                                 June 30,        June 30,     June 30,  June 30,          June 30,
                                                  2008            2007          2008      2007              2008
                                                 --------        --------     --------  --------        ----------

License Fee  Income                                                                                    $     50,000
Selling, general and administrative                                                                      11,624,432
Software development costs                                                                                7,220,268
Impairment of property and equipment                                                                         18,572
Interest expense                                                                                            786,908
(Gain) loss on derivatives                                                                                 (335,231)
Interest income                                                                                            (144,239)
Forgiveness of debt                                                                                         506,488
NET LOSS                                                                                                 16,344,350
BASIC AND DILUTED LOSS
PER SHARE                                         ($0.00)        ($0.00)      ($0.00)    ($0.00)               N/A
WEIGHTED-AVERAGE SHARES
OUTSTANDING                                      1,000       1,500,000,000     1,000   1,500,000,000           N/A

See accompanying summary of accounting policies and notes to financial statements.

                                       4
<PAGE>

                                              LEARNING PRIORITY, INC.
                                           (a development stage company)
                                             STATEMENTS OF CASH FLOWS
                                  Six Months ended June 30, 2008 and 2007 and the
                             Period from January 25, 1996 (Inception) to June 30, 2008
                                                    (unaudited)


                                              Six months ended          Six months ended         Inception
                                                   June 30,                  June 30,             through
                                                      2008                     2007             June 30, 2008
                                                      ----                     ----             -------------


CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss                                                                                            16,344,350
Adjustments to reconcile net income (loss)
  to net cash used in operating activities:
Stock for services                                                                                   3,322,436
Additional stock issued for note conversion                                                            354,346
Stock for settlement of dispute                                                                        223,500
Option and warrant expense                                                                           3,530,974
Change in fair value of derivative liability                                                          (335,231)
Accretion of debt discount on loan payable                                                             260,166
Forgiveness of debt                                                                                   (506,488)
Impairment of property and equipment                                                                    18,572
Compensation waived by officers                                                                        270,403
Changes in:
Prepaid expense
Accounts payable and accrued expenses                                                                1,046,720
NET CASH USED BY OPERATING ACTIVITIES                                                              (10,398,809)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment                                                                     (18,572)
NET CASH USED BY INVESTING ACTIVITIES                                                                  (18,572)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock,
  net of offering costs                                                                               9,370,177
Proceeds from issuance of debenture                                                                     250,000
Proceeds from issuance of bridge notes and
  other short-term notes payable                                                                        933,260
Payments on bridge notes and other
  short-term notes payable                                                                              (136,056)
NET CASH PROVIDED BY FINANCING ACTIVITIES                                                             10,417,381
NET CHANGE IN CASH
CASH: Beginning of period
End of period
NET-CASH TRANSACTIONS
Conversion of notes and accrued interest
   to common stock                                                                                       781,033
Contribution of accrued compensation to
  officers to additional  paid in capital                                                                 97,500
Discount on debt                                                                                         297,800


                 See accompanying summary of accounting policies and notes to financial statements
</TABLE>

                                                        5
<PAGE>

                             LEARNING PRIORITY, INC.
                          (a development stage company)
                          NOTES TO FINANCIAL STATEMENTS
                                   (unaudited)

NOTE 1 - BASIS OF PRESENTATION AND NEW ACCOUNTING POLICIES

The accompanying unaudited interim financial statements of Learning Priority, a
development stage company, have been prepared in accordance with accounting
principles generally accepted in the United States of America and the rules of
the Securities and Exchange Commission, and should be read in conjunction with
the audited financial statements and notes thereto contained in Learning
Priority's latest Annual Report filed with the SEC on Form 10-K. In the opinion
of management, all adjustments, consisting of normal recurring adjustments,
necessary for a fair presentation of financial position and the results of
operations for the interim periods presented have been reflected herein. The
results of operations for interim periods are not necessarily indicative of the
results to be expected for the full year. Notes to the financial statements that
would substantially duplicate the disclosure contained in the audited financial
statements for the most recent fiscal year as reported in Form 10-K, have been
omitted.

NOTE 2 - COMMITMENTS AND CONTINGENCIES

Ian Rescigno has been employed as Chief Executive Officer of LEARNING PRIORITY,
INC. since August 1, 2007, and his employment agreement runs through December
31, 2012. Compensation is $150,000 per year plus a bonus equal to the greater of
10% of the Net Pre-Tax Profits or 10% of the Net Cash Flow of Learning Priority,
Inc. computed annually, but not to exceed an amount equal to $300,000 for each
of the calendar years 2008 and 2009 and $450,000 for each of the calendar years
2010, 2011, and 2012; in addition, Mr. Rescigno is entitled to four weeks
vacation, annually, fifteen paid sick days, annually, and insurance benefits.
Mr. Rescigno must devote all of his work efforts to Learning Priority, Inc. for
the term of his employment agreement.

                                       6
<PAGE>


Item 2. Management's  Discussion and Analysis  of Financial  Condition and
        Results of Operations.

Forward-Looking Statements
The discussion in this section contains certain statements of a forward-looking
nature relating to future events or our future performance. Words such as
"anticipates," "believes," "expects," "intends," "future," "may" and similar
expressions or variations of such words are intended to identify forward-looking
statements, but are not the only means of identifying forward-looking
statements. Such statements are only predictions and that actual events or
results may differ materially. In evaluating such statements, you should
specifically consider various factors identified in this report, including the
matters set forth under the caption "business risks," which could cause actual
results to differ materially from those indicated by such forward-looking
statements.

The following discussion is provided to afford the reader an understanding of
the material matters of Learning Priority's financial condition, results of
operation, capital resources and liquidity. It should be read in conjunction
with the financial statements and notes thereto and other information appearing
elsewhere in this report.

Overview
---------
Learning Priority, Inc. is a development stage company engaged in the design and
development of a seamless integrated Internet educational service, called the
Smart Schoolhouse system, for schools and homes, that is intended to be marketed
to and utilized by students, parents, teachers and school administrators. The
planned service will be delivered over the Internet to personal computer users.

                                       7
<PAGE>

The Company originally estimated that it needed a total of approximately $8.5
million to produce, alpha test, beta test and launch the system for the 7th and
8th grades only. The Company subsequently (in August 2001) determined that to
successfully launch the system, it was necessary to include curricula for all
grades from 3rd through 12th as well as the homeschool market, and the Company
therefore also needed to license and make third party content available through
its system. The Company estimated that it needed an additional $5 million
through June 2002 to complete the modifications required for the system's
application for the entire 3rd through 12th grades and to the homeschool market,
to license and integrate third party content, to complete production of
additional enabling tools, to create proprietary curriculum for two additional
grade levels, to launch the system and conduct marketing activities up to the
end of the customary school year (i.e., June 2002), and to provide the
infrastructure to market and exploit the Company's technologies outside of the
grade 3-12 education market. Therefore, having taken into account the revised
capital requirements, the Company estimated that it needed to raise a total of
$13.5 million, of which it had raised a total of $8,062,578, net of expenses, as
of September 30, 2001, primarily through the private placement of its Common
Stock. As of December 31, 2001, the Company had raised only $200,000 of the
additional $5.5 million in capital it needed, and had not completed the
production of additional enabling tools, had not licensed additional third party
curriculum content, had not upgraded the technology and had not the completed
the infrastructure to exploit its technologies outside of the grade 3-12
education market. And as of December 31, 2006, the Company had raised only an
additional $150,000. The Company now estimates that it needs to raise a total of
$5 million in capital to upgrade its technology, license and integrate third
party content for the 3rd through 12th grades, produce additional enabling
tools, conduct marketing activities and launch the system in September 2009 for
the education market. The Company intends to raise the additional $5 million in
capital it needs to complete those modifications and enabling tools, to
integrate third party content and to beta test the system while working with
various school districts, school district alliances and/or State Departments of
Education. Concurrently, the Company intends to obtain additional content from
educational publishers, universities and other content providers and to launch
the system upon the start of the next customary school year (i.e.,
August-September 2009), as well as to create the infrastructure to market and
exploit its technology in other markets. The Company raised $10,417,381, net of
expenses, as of June 30, 2008, toward the goal of a total of $13.5 million,
primarily through the private placement of its common stock. The Company now
expects that expenses (including software development costs and general and
administrative costs) will be approximately $5 million per year from April 1,
2008 to March 31, 2009, to license additional third party curriculum content, to
produce additional software tools, to alpha test and beta test the content so
licensed and the tools so produced, to upgrade technologies, to continue
operations, to provide necessary support and maintenance services to licensees,
to increase marketing activities for the Smart Schoolhouse system and to
continue and increase development, marketing and support activities relating to
the Company's technologies for application in markets outside of the 3rd through
12th grade U.S. education market.

As of January 25, 2008, NASDAQ approved the Company to amend our Articles of
Incorporation to: (i) change the Company's name to "Learning Priority, Inc." and
symbol to "LRNP"; (ii) effectuate a 1-for-1,500 reverse stock split of our
authorized and issued and outstanding shares of common stock; (iii) increase the
number of authorized shares of Common Stock to two billion, sixteen million,
sixty one thousand, six hundred and thirty six (2,016,061,636) shares of common
stock, par value $0.001 per share.

Results of Operation
--------------------
Three Months Ended June 30, 2008 as compared to Six Months Ended June 30, 2007.

                                              FOR THREE MONTHS ENDED
                                                         June 30,
          INCOME STATEMENT:                      2008            2007
                                             ----------------------------

REVENUE                                        $       --      $       --
INTEREST INCOME                                $       --      $       --
SOFTWARE DEVELOPMENT COSTS                     $       --      $       --
GENERAL AND ADMINISTRATIVE EXPENSES            $       --      $
TOTAL OPERATING EXPENSES                       $       --      $

                NET LOSS FROM OPERATIONS       $       ---     $

Comparison of the Three Months Ended June 30, 2008 as compared to Three Months
Ended June 30, 2007.

REVENUE. Our revenue remained the same during the period ended June 30, 2008,
compared with the period ended June 30, 2007.

INTEREST INCOME. Interest income expense remained the same during the period
ended June 30, 2008, compared with the period ended June 30, 2007.

GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
remained the same during the period ended June 30, 2008, compared with the
period ended June 30, 2007.

SOFTWARE DEVELOPMENT COSTS. Software development costs remained the same during
the period ended June 30, 2008, compared with the period ended June 30, 2007.

TOTAL OPERATING EXPENSES. Total operating expenses remained the same during the
period ended June 30, 2008, compared with the period ended June 30, 2007.


                                       8
<PAGE>

Liquidity and Capital Resources
-------------------------------
Since 1996, Learning Priority has financed its working capital needs through
capital contributions by stockholders, private placement of common equity and
bridge loans. As of June 30, 2008, the Company had cash of approximately $0. As
of December 31, 2007, the Company had cash of approximately $0. Cash used in
operations was $0 for the three months ended June 30, 2007, and $10,398,809 from
inception through June 30, 2008. Cash used in operations during each of these
periods was primarily for expenses related to the design and development of
computer software and general and administrative expenses. Since 1996 and
through June 30, 2008, the Company has raised $9,370,177 through sales of common
stock, $250,000 from the issuance of debentures and approximately $933,260
through bridge loans. The Company's current cash resources will not be
sufficient to meet its immediate requirements. The Company is not currently
generating revenues to fund its ongoing operations and without additional
capital the Company will not be able to operate.

As indicated above under the caption "Overview," the estimated cost of Learning
Priority's development program and its projected expenses over the next twelve
months will require $5 million in capital to provide the anticipated cash
requirements up to the planned launch of the Smart Schoolhouse system for the
3rd through 12th grades. Changes in the Company's development program or other
changes affecting operating expenses could alter the timing and amount of
expenditures and therefore the amount and timing of when the Company will
require additional funding. Learning Priority currently plans to raise funds
through either revenues generated from licensing its software or the private
placement of its equity or debt securities, or a combination of both, in order
to meet its ongoing cash needs. However, the additional funding the Company
requires may not be available on acceptable terms or at all. If the Company
cannot obtain adequate funding, it will be required to shutdown operations.

Going Concern
-------------
As reflected in the Company's Financial Statements which accompany this report,
our financial statements have been prepared on a going concern basis, which
contemplates the realization of assets and liabilities and commitments in the
normal course of business. In the near term, we expect operating costs to
continue to exceed funds generated from operations. As a result, we expect to
continue to incur operating losses and we may not have sufficient funds to grow
our business in the future. We can give no assurance that we will achieve
profitability or be capable of sustaining profitable operations. As a result,
operations in the near future are expected to continue to use working capital.

To successfully grow the individual segments of the business, we must decrease
our cash burn rate, improve our cash position and the revenue base of each
segment, and succeed in our ability to raise additional capital through a
combination of public or private debt and equity offerings or strategic
alliances. We also depend on certain third party contractors and our executives.
Management recognizes that the Company must generate or obtain additional
capital to enable it to continue operations.

Critical Accounting Policies
----------------------------
Our financial statements and related public financial information are based on
the application of accounting principles generally accepted in the United States
("GAAP"). GAAP requires the use of estimates; assumptions, judgments and
subjective interpretations of accounting principles that have an impact on the
assets, liabilities revenue and expense amounts reported. These estimates can
also affect supplemental information contained in our external disclosures
including information regarding contingencies, risk and financial condition. We
believe our use of estimates and underlying accounting assumptions adhere to
GAAP and are consistently and conservatively applied. We base our estimates on
historical experience and on various other assumptions that we believe to be
reasonable under the circumstances. Actual results may differ materially from
these estimates under different assumptions or conditions. We continue to
monitor significant estimates made during the preparation of our financial
statements.


                                       9
<PAGE>

Our significant accounting policies are summarized in the summary "Background
and Significant Accounting Policies" accompanying our financial statements.
While all these significant accounting policies impact our financial condition
and results of operations, we view certain of these policies as critical.
Policies determined to be critical are those policies that have the most
significant impact on our financial statements and require management to use a
greater degree of judgment and estimates. Actual results may differ from those
estimates. Our management believes that given current facts and circumstances,
it is unlikely that applying any other reasonable judgments or estimate
methodologies would cause effect on our consolidated results of operations,
financial position or liquidity for the periods presented in this report.

Off-Balance Sheet Arrangements
------------------------------
We have no off-balance sheet arrangements.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

Market Risk
-----------
Learning Priority's exposure to market risk is principally confined to cash in
bank and money market accounts, which have short maturities and therefore we
believe to be minimal and immaterial market risk.

Item 4.  Controls and Procedures.

Evaluation of Disclosure Controls and Procedures
------------------------------------------------
We maintain disclosure controls and procedures (as defined in Exchange Act Rule
13a-15(f)) that are designed to ensure that information required to be disclosed
in our Exchange Act reports is recorded, processed, summarized and reported
within the time periods specified in the SEC's rules and forms and that such
information is accumulated and communicated to our management, including our
Chief Executive Officer and Chief Financial Officer, as appropriate, to allow
timely decisions regarding required disclosure. In designing and evaluating the
disclosure controls and procedures, management recognizes that any controls and
procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives, and management
necessarily was required to apply its judgment in evaluating the cost benefit
relationship of possible controls and procedures.


We carried out an evaluation, under the supervision and with the participation
of management, including our Chief Executive Officer and Chief Financial
Officer, of the effectiveness of our disclosure controls and procedures as
required by Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Based on this
review, our Chief Executive Officer and Chief Financial Officer concluded that
these disclosure controls and procedures were effective as of June 30, 2008 at
the reasonable assurance level.

Changes in Internal Control Over Financial Reporting
-----------------------------------------------------

During the quarter ended June 30, 2008, 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.

                                       10
<PAGE>

                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

On February 28, 2006, a default judgment was entered against us in the Los
Angeles Superior Court. The Judgment ordered Standard Registrar and Transfer
Company, Inc., our transfer agent, to issue to Ian Rescigno 735,000,000 shares
of our common stock, as well as attorney fees and costs in the amount of
$5,679.50, for breaching a settlement agreement which arose from an employment
agreement dispute with Mr. Rescigno. The transfer agent issued the shares on
March 6, 2006, which resulted in an issuance of 516,061,636 shares above our
authorized common stock of 1,500,000,000. On November 8, 2006, Mr. Rescigno
returned to the transfer agent the stock certificate for 735,000,000 shares and
requested a re-issuance of shares within our authorized common stock, with the
balance of shares to be issued once there are sufficient shares authorized. On
November 9, 2006, the transfer agent canceled the excessive issuance and
re-issued to Mr. Rescigno 218,938,364 shares of common stock. We are committed
to complying with the above default judgment and issuing to Mr. Rescigno the
full amount of shares.

The Company is not involved in any other pending legal proceedings.

Subsequent Event
----------------
The Company has complied with the above default judgment and issued to Mr.
Rescigno the full amount of shares. On July 16, 2008, the Company issued 344,041
shares (adjusted for the reverse stock split) of Common stock to Mr. Rescigno.

Item 1A. Risk Factors.

The risks relating to our company have not materially changed since our Form
10-K filed on December 31, 2007, which information is hereby incorporated by
reference.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3.  Defaults Upon Senior Securities.

None.

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

None.

Item 5.  Other Information.

None.

Item 6.     Exhibits.

<TABLE>
<CAPTION>
<S>     <C>

Exhibit No. Title of Document Location
----------- -------------------------------------------------------------------------------------
31.1         Certification of Principal Executive Officer and  Principal        Filed herewith
             Financial Officer  Required Under Rule 13a-14(a) of the
             Securities Exchange Act of 1934, as amended.
32.1         Certification of Principal Executive Officer and Principal         Filed herewith
             Financial Officer Required Under Rule 13a-14(b) of the Securities
</TABLE>


                                       11
<PAGE>


                                   SIGNATURES



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.


                                                   LEARNING PRIORITY, INC.

Date: July 16, 2008
                                                   /s/  IAN RESCIGNO
                                                   ----------------------------
                                                   Ian Rescigno
                                                   Chief Executive Officer
                                                   (Principal Executive Officer
                                                   and Authorized Signatory)



                                       12