<PAGE>

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

                                    FORM 10-Q

(MARK ONE)

/x/   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
      EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001

                                       OR

/ /   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
      EXCHANGE ACT OF 1934

                       FOR THE TRANSITIONAL PERIOD FROM TO

                         COMMISSION FILE NUMBER 0-24936

                         ------------------------------

                                LEARN2.COM, INC.

             (Exact Name of Registrant as Specified in its Charter)

                DELAWARE                                 75-2480669
      (State or other Jurisdiction          (I.R.S. Employer Identification No.)
    of Incorporation or Organization)

         1311 MAMARONECK AVENUE,                            10605
                SUITE 210                                 (Zip Code)
         WHITE PLAINS, NEW YORK
(Address of Principal Executive Offices)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (914) 682-4300


    Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or such shorter period that the registrant
was required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes /x/ No / /

    The number of shares of the registrant's common stock outstanding as of May
12, 2001 was approximately 52,881,618.


<PAGE>

                                LEARN2.COM, INC.
                                    FORM 10-Q
                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001

                                      INDEX

<TABLE>
<CAPTION>
                                                                                                 PAGE NO.
<S>                                                                                              <C>
PART I FINANCIAL INFORMATION

Item 1.  Condensed Consolidated Financial Statements.
         Condensed Consolidated Balance Sheets as of March 31, 2001 and December 31,                 2
         2000.
         Condensed Consolidated Statements of Operations for the three months ended                  3
         March 31, 2001 and 2000.
         Condensed Consolidated Statements of Cash Flows for the three months ended                  4
         March 31, 2001 and 2000.
         Notes to Condensed Consolidated Financial Statements.                                       5
Item 2.  Management's Discussion and Analysis of Financial Condition and Results of
         Operations.                                                                                 8
Item 3.  Quantitative and Qualitative Disclosures about Market Risk.                                13

PART II OTHER INFORMATION

Item 1.  Legal Proceedings.                                                                         13
Item 6.  Exhibits and Reports on Form 8-K.                                                          13

SIGNATURE                                                                                           14
</TABLE>

                                        1

<PAGE>

                          PART I. FINANCIAL INFORMATION


ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                LEARN2.COM, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                             MARCH 31,   DECEMBER 31,
                                                                               2001         2000
                                                                            (unaudited)
                                                                             ---------    ---------
ASSETS
Current assets:
<S>                                                                          <C>          <C>
    Cash and cash equivalents                                                $   3,427    $   4,760
    Accounts receivable, net                                                     3,109        3,373
    Inventories                                                                  1,386        1,493
    Prepaid expenses and other current assets                                      516          906
                                                                             ---------    ---------
         Total current assets                                                    8,438       10,532
Fixed assets, net                                                                4,623        4,981
Capitalized software, net                                                       14,861       14,915
Intangible assets, net                                                           4,839        5,011
Goodwill, net                                                                   14,147       14,343
Other assets                                                                       531          539
                                                                             ---------    ---------
         Total assets                                                        $  47,439    $  50,321
                                                                             =========    =========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
    Accounts payable                                                         $   3,149    $   3,692
    Accrued expenses and other current liabilities                               3,131        3,531
    Current portion of deferred revenue                                          1,244        1,345
    Other current liabilities                                                      208          246
                                                                             ---------    ---------
         Total current liabilities                                               7,732        8,814
Convertible debenture, net
respectively                                                                     9,354        9,271
Other liabilities                                                                   98          113
                                                                             ---------    ---------
         Total liabilities                                                      17,184       18,198
Stockholders' equity:
Common stock, par value $0.01 per share, 100,000,000 shares authorized;
52,881,618 shares issued and outstanding                                           529          529

Additional paid-in capital                                                     206,287      197,287

Notes receivable from directors                                                 (1,687)      (1,687)

Accumulated deficit                                                           (174,874)    (164,006)
                                                                             ---------    ---------
         Total stockholders' equity                                             30,255       32,123
                                                                             ---------    ---------
         Total liabilities and stockholders' equity                          $  47,439    $  50,321
                                                                             =========    =========
</TABLE>

   The accompanying notes are an integral part of these condensed consolidated
                             balance sheets.

                                        2

<PAGE>

                                LEARN2.COM, INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                 THREE MONTHS ENDED
                                                           ------------------------------
                                                           MARCH 31, 2001  MARCH 31, 2000
                                                                             (NOTE 2)
                                                           --------------  --------------
<S>                                                         <C>             <C>
Net revenues                                                $      5,560    $      5,447
Cost of revenues                                                   1,256           1,767
                                                            ------------    ------------
Gross profit                                                       4,304           3,680
Operating expenses:
    Research and product development                                 697           2,138
    Sales and marketing                                            2,069           3,539
    General and administrative                                     1,607           2,521
    Depreciation and amortization                                  1,198           1,444
    Non-recurring costs                                              380            --
                                                            ------------    ------------
        Total operating expenses                                   5,951           9,642
                                                            ------------    ------------
Operating loss                                                    (1,647)         (5,962)
Interest and other, net                                             (221)            113
Interest expense related to beneficial conversion feature
associated with convertible debenture                             (9,000)           --
                                                            ------------    ------------
Net loss                                                    $    (10,868)   $     (5,849)
                                                            ============    ============
Basic and diluted loss per common share                     $      (0.21)   $      (0.11)
                                                            ============    ============
Weighted average basic and diluted shares outstanding         52,881,618      52,318,737
                                                            ============    ============
</TABLE>

  The accompanying notes are an integral part of these condensed consolidated
                             financial statements.

                                        3

<PAGE>

                                LEARN2.COM, INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                        MARCH 31, 2001  MARCH 31, 2000
<S>                                                        <C>             <C>
Cash flows from operating activities:
Net loss                                                   $(10,868)       $ (5,849)
Adjustments to reconcile net loss to net cash used
in operating activities:
Depreciation and amortization                                 1,198           1,444
Non-cash warrant amortization expense                           288             424
Interest expense related to beneficial conversion
feature associated with convertible debenture                 9,000            --
Loss on sale of assets                                           (9)             14
Change in operating assets and liabilities                     (532)         (1,546)
                                                           --------        --------
     Net cash used in operating activities                     (923)         (5,513)
Cash flows from investing activities:
Proceeds from sale of assets                                     89             800
Proceeds from sale of short-term investments                   --               495
Capitalized content development costs                          (438)            (84)
Capital expenditures                                            (61)           (642)
                                                           --------        --------
     Net cash (used in) provided by investing
activities                                                     (410)            569
Cash flows from financing activities:
Proceeds from issuance of convertible debenture and
warrant                                                        --            10,000
Deferred financing costs                                       --              (422)
Issuance of common stock under stock option and
stock purchase plans                                           --             1,860
                                                           --------        --------
     Net cash provided by financing activities                 --            11,438
Net (decrease) increase in cash and cash equivalents         (1,333)          6,494
                                                           --------        --------
Cash and cash equivalents, beginning of period                4,760           7,228
                                                           --------        --------
Cash and cash equivalents, end of period                   $  3,427        $ 13,722
                                                           ========        ========
Supplemental disclosures of cash flow information:
Cash paid for interest                                     $     24        $      2
                                                           ========        ========
Noncash financing activities:
Warrant issued as a result of financing                    $   --          $  1,000
                                                           ========        ========
</TABLE>

  The accompanying notes are an integral part of these condensed consolidated
                             financial statements.

                                        4

<PAGE>

                                LEARN2.COM, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 1--ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

DESCRIPTION OF BUSINESS

    Learn2, Inc. together with its subsidiaries ("Learn2") is a Learning Service
Provider ("LSP") for corporate, government and individual clients. Learn2's
offerings include engaging learning and training products delivered on physical
media and online and complementary services. Learn2 also provides permission
e-mail marketing and tracking services to companies that engage in commerce and
advertising on the Internet as well as other companies that have a need for
these services. Learn2 operates its business in two operating segments: Learning
Services and Broadcast Messaging Services.

CURRENT DEVELOPMENTS

    On April 19, 2001, in order to facilitate Learn2's continued growth,
Learn2 and E-Stamp Corporation ("E-Stamp") entered into an Agreement and
Plan of Merger (the "Merger Agreement"). Pursuant to the terms of the Merger
Agreement, each share of Learn2 common stock will be converted into the right
to receive shares of E-Stamp common stock such that the holders of E-Stamp
common stock immediately prior to the merger will hold approximately 50.1%,
and the former holders of Learn2's common stock (including the holder of
Learn2's $10.0 million convertible debenture) (Note 3) will hold
approximately 49.9%, of the combined company. The holder of Learn2's $10.0
million convertible debenture has agreed that, immediately prior to the
completion of the merger, the debenture will be redeemed in exchange for
E-Stamp's payment of $1.0 million and the issuance of approximately 26.4
million shares of Learn2's common stock.

   On April 25, 2001, E-Stamp loaned Learn2 $2.0 million. In connection with
this loan, Learn2 issued to E-Stamp a $2 million convertible promissory note
that bears interest at 10% per annum. The principal amount of the note, is
due and payable on April 30, 2002. The note provides that upon the occurrence
of specified events of default, E-Stamp may accelerate the maturity date of
the note.

    The merger is subject to customary closing conditions, including approval by
the stockholders of E-Stamp and Learn2.

BASIS OF PRESENTATION

    In the opinion of management, the accompanying unaudited condensed
consolidated financial statements contain all adjustments (normal and recurring
in nature) necessary to present fairly the financial position, results of
operations and cash flows for the periods presented in conformity with
accounting principles generally accepted in the United States applicable to
interim periods. The results of operations for any interim period are not
necessarily indicative of the results to be expected for the full fiscal year or
for any future period.

    The accompanying financial statements should be read in conjunction with the
consolidated financial statements and related notes included in Learn2's Annual
Report on Form 10-K for the year ended December 31, 2000. Certain
reclassifications have been made to the prior year's financial statements to
conform to the current period presentation.

MANAGEMENT USE OF ESTIMATES

    The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and

                                        5

<PAGE>

                                LEARN2.COM, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 1--ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

NOTE 2--CHANGE IN ACCOUNTING PRINCIPLE

    Effective January 1, 2000, Learn2 adopted SAB No. 101. Learn2's adoption of
SAB 101 resulted in a change in method of accounting for cooperative advertising
expenses. In accordance with previously existing accounting principles, Learn2
recorded cooperative advertising expenses as a sales and marketing expense.
During 2000, as a result of new interpretations of generally accepted accounting
principles by the SEC through the issuance of SAB No. 101, Learn2 was required
to change the accounting policy for cooperative advertising, to record these
expenses as a reduction of gross revenues.

    The effect of the adoption of SAB No. 101 as of January 1, 2000 for the
quarter ended March 31, 2000 was to decrease both revenues and sales and
marketing expenses by approximately $1.0 million and thus the adoption of SAB
No. 101 resulted in no change to previously reported results of operations,
as this was only a reclassification between revenue and sales and marketing
expenses. Learn2's revenues and sales and marketing expenses for the quarter
ended March 31, 2001 reflect this change.

NOTE 3--CONVERTIBLE DEBENTURE

    On March 10, 2000, Learn2 entered into a Securities Purchase Agreement
and pursuant thereto it issued a $10.0 million 6% convertible debenture due
March 10, 2003. The debenture is convertible at any time at the option of the
holder at a conversion price of $0.41 per share (as reset on March 10, 2001).
In connection with the reset on March 10, 2001, Learn2 recorded interest
expense of $9.0 million as a result of the reduction of the original
conversion price from $6.00 to $0.41. The debenture is subject to
anti-dilution provisions. Under certain conditions, the debenture
automatically converts after one year. The conversion price of the debenture
also may be reset to the market value of Learn2's common stock on the second
anniversary of the convertible debenture if the price of Learn2's common
stock declines below $0.41 on the second anniversary. In addition, the holder
was granted a five-year warrant to purchase 337,268 shares of Learn2 common
stock exercisable at $7.41 per share. The value of this warrant has been
recorded as a debt discount and is being amortized over the life of the
related debt.

    On April 13, 2001, the holder executed a waiver agreeing not to exercise any
of its rights under the debenture to declare an event of default or convert the
debenture with certain exceptions as provided in the waiver; with respect to
Learn2's failure to register shares of common stock, issuable as a result of
the conversion price reset on March 10, 2001, provided that
Learn2 files a registration statement by July 31, 2001 covering the shares of
Learn2 common stock issuable under the debenture following the reset of the
conversion price of the debenture.

                                        6

<PAGE>
                                LEARN2.COM, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 3--CONVERTIBLE DEBENTURE (CONTINUED)

On April 19, 2001, Learn2, E-Stamp and the holder of the debenture entered
into a redemption and termination agreement (the "Redemption and Termination
Agreement"). Pursuant to the Redemption and Termination Agreement, the
holder of the debenture has agreed that, immediately prior to the completion
of the merger between Learn2 and E-Stamp, the debenture will be redeemed in
exchange for E-Stamp's payment of $1.0 million and the issuance of
approximately 26.4 million shares of Learn2's common stock.

NOTE 4--SEGMENT INFORMATION

    Based on the criteria established by SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information," Learn2 operates in two
principal business segments: Learning Services and Broadcast Messaging Services.
SFAS No. 131 establishes standards for the way public business enterprises
report information about operating segments. It also establishes standards for
related disclosures about products and services, geographic areas, and major
customers. Management evaluates the performance of each segment on their
respective revenues and gross profits. Learn2 does not allocate corporate
overhead costs between the two segments. Management does not believe that
allocating these expenses is material in evaluating each segment's performance.

      The following tables set forth industry segment information for the
quarters ended March 31, 2001 and 2000:

<TABLE>
<CAPTION>
                                                       NET REVENUES                        GROSS PROFIT
                                              --------------------------------    -------------------------------
                                                   2001               2000             2001              2000
                                              ---------------    -------------    --------------    -------------
<S>                                                 <C>              <C>               <C>              <C>
Learning Services                                   $  4,928         $  4,206          $  3,708         $  3,112
Broadcast Messaging Services                             645            1,273               604              588
Intersegment Elimination                                 (13)             (32)               (8)             (20)
                                              ---------------    -------------    --------------    -------------

Total                                               $  5,560         $  5,447          $  4,304         $  3,680
                                              ===============    =============    ==============    =============


     Identifiable assets by segment are as follows:

                                                              Identifiable
                                                                  Assets
                                                              -------------
                                             March 31,         December 31,
                                              2000                2000
                                             ---------        -------------
Learning Services                             $46,979            $49,918
Broadcast Messaging Services                      460                403
                                              -------            -------
  Total                                       $47,439            $50,321
                                              =======            =======
</TABLE>


                                        7

<PAGE>

NOTE 5--LEGAL

    Learn2 is involved in claims and lawsuits that generally are incidental to
its business. Learn2 is contesting vigorously all such matters and believes that
their ultimate resolution will not have a material adverse effect on Learn2's
consolidated financial position, results of operations or cash flows.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS.

    The following information should be read in conjunction with the financial
statements and the notes thereto and in conjunction with Management's Discussion
and Analysis of Financial Condition and Results of Operations in Learn2's Annual
Report on Form 10-K for the year ended December 31, 2000.

    In order to keep our stockholders informed of Learn2's future plans and
objectives, this Quarterly Report on Form 10-Q and other reports and statements
issued by Learn2 from time-to-time contain, among other things, certain
statements concerning Learn2's future plans, objectives, performance, intentions
and expectations that are or may be deemed to be "forward-looking statements".
For example, the words "believe," "expect," "anticipate," "project" and similar
expressions should alert you that this is a forward-looking statement.
Forward-looking statements speak only as of the date the statement is made.
Learn2's ability to do this has been fostered by the Private Securities
Litigation Reform Act of 1995, which provides a "safe harbor" for
forward-looking statements to encourage companies to provide prospective
information so long as those statements are accompanied by meaningful cautionary
statements identifying important factors that could cause actual results to
differ materially from those discussed in the statement.

    Although Learn2 believes that its expectations are based on reasonable
assumptions, these forward-looking statements are subject to a number of
known and unknown risks and uncertainties that could cause Learn2's actual
results, performance and achievements to differ materially from those
described or implied in the forward-looking statements. These factors include
among others, Learn2's ability to complete new products at planned costs and
on planned schedules, Learn2's ability to attract and retain strategic
partners and consummate business combinations, Learn2's ability to leverage
intangible assets, and Learn2's ability to maintain a sufficient level of
financing for its business strategy. Additional factors that are beyond
Learn2's control and could influence results include market acceptance of
Learn2's products and services and adoption of the Internet as a medium of
commerce and communication. See the discussion of Learn2's business and a
description of the various factors that could affect materially Learn2's
ability to achieve the anticipated results described in the forward-looking
statements that are included in Item 1 of Learn2's Annual Report on Form 10-K
for the year ended December 31, 2000.


                                        8

<PAGE>

OVERVIEW

    Learn2.com, Inc. together with its subsidiaries ("Learn2") is a Learning
Service Provider ("LSP") for corporate, government and individual clients.
Learn2's offerings include engaging learning and training products delivered on
physical media and online and complementary services. Learn2 believes its mix of
products and services provides Learn2 with a competitive advantage toward
becoming the solutions provider of choice to our customers.

    Learn2's products provide an engaging learning experience to corporate and
individual customers through interactive multimedia and animated tutorials and
courseware. Learn2's corporate and government customers have access to these
high quality tutorials and additional features such as reporting and
administration through www.Learn2University.com. Additionally, through
www.Learn2.com, visitors can access Learn2's content that includes tips and
step-by-step instructions on a broad spectrum of skills, activities and tasks,
as well as the multimedia tutorials. Learn2's e-learning products are also
available on CD-ROM and video and can be purchased from Learn2's Website and
major retailers nationwide.

    Learn2's goal is to become the world's leading provider of engaging
e-learning products and services. To achieve this goal, Learn2 expects to focus
on our four primary objectives: creating a trusted brand, developing and owning
creative and engaging content, leveraging our patented state-of-the-art
technologies and offering services to meet the needs of Learn2's clients.

    Through Learn2's subsidiary, eTracks, Learn2 provides permission e-mail
marketing and tracking services to customers that have "opt-in" e-mail customer
lists. eTracks' services include e-mail creation, delivery, tracking and
response analysis for a high volume of client e-mail accounts in a short period
of time. Learn2 also has developed a proprietary member database of over 500,000
Internet users who have "opted-in" to receive promotional e-mails. eTrack's
clients can supplement their internally developed customer lists with this
member database. In addition, during 2000 and prior, through periodic e-mails,
eTracks marketed various electronics and other products to our members. The
demand for permission e-mail marketing and tracking services has increased over
the past few years and we expect that the demand will continue to grow for the
foreseeable future. We believe that eTracks' technology enables more robust and
useful tracking capabilities than its competitors'.

                                        9
<PAGE>

X

RESULTS OF OPERATIONS

LEARNING SERVICES

    Learning Services revenues consist primarily of learning products and
services sold or distributed through the Internet and of physical products sold
through traditional retail channels. Cost of revenues consists of the expenses
associated with the production and shipment of Learn2's physical products. In
addition, it includes related costs to develop custom courses for specific
customers.

    Net revenues for Learning Services increased approximately 17.2% to $4.9
million for the quarter ended March 31, 2001 from $4.2 million for the
quarter ended March 31, 2000. Learning Services gross profit was
approximately 75.2% of net revenues for the quarter ended March 31, 2001
compared to 74.0% of net revenues for the quarter ended March 31, 2000. For
the quarter ended March 31, 2001, net revenues consisted of corporate
learning products, technologies and services sold, licensed or distributed
through the Internet of approximately $3.6 million, consumer learning
products sold through traditional retail channels and on-line of $1.2
million and other revenue of $80,000.

    For the quarter ended March 31, 2000, these revenues consisted of
corporate learning products, technologies and services sold, licensed or
distributed through the Internet of approximately $1.9 million, consumer
learning products sold through traditional retail channels and on-line of
$1.6 million, software sales related to our CAD product line (sold in March
2000) of $400,000 and other revenue of $300,000.

BROADCAST MESSAGING SERVICES

    Broadcast Messaging Services consists primarily of permission e-mail
marketing and tracking services and e-commerce. Cost of revenues consists of the
expenses associated with the delivery of permission e-mail and tracking
services, including Internet access and personnel related costs incurred to
operate our marketing and tracking services and cost of merchandise sold through
our e-commerce operations.

    Net revenues for the Broadcast Messaging Services decreased approximately
49.3% to $645,000 for the quarter ended March 31, 2001, compared to $1.3 million
for the quarter ended March 31, 2000. Broadcast Messaging Services gross profit
was 93.6% of net revenues for the quarter ended March 31, 2001 compared to
46.2% of net revenues for the quarter ended March 31, 2000. The increase in
gross profit was result of a change in the composition of revenues. 2001 revenue
consisted primarily of broadcast messaging revenue which has higher gross
margins compared to 2000 revenue which also consisted of product revenues which
have lower gross margins.

OPERATING EXPENSES

RESEARCH AND PRODUCT DEVELOPMENT EXPENSES

    Research and product development expenses were approximately $697,000 for
the quarter ended March 31, 2001 compared to $2.1 million for the quarter ended
March 31, 2000. Research and product development expenses relate to the
development and enhancement of Learn2's technologies, content, Website and
product design. The decrease in expenses is attributable primarily to cost
reduction efforts implemented in May 2000 and January 2001. Learn2 believes that
investment in research and development is required to remain competitive.
Therefore, Learn2 anticipates continued spending for research and development in
future periods.

                                        10

<PAGE>

SALES AND MARKETING EXPENSES

    Sales and marketing expenses were approximately $2.1 million for the quarter
ended March 31, 2001, compared to $3.5 million for the quarter ended March 31,
2000. Sales and marketing expenses consist primarily of salaries, commissions,
advertising, trade show expenses and costs of marketing materials. The decrease
in expenses is attributable primarily to cost reductions efforts implemented in
May 2000 and January 2001. Sales and marketing expenses may increase in future
periods in our continued effort to achieve growth in revenue and introduce new
products.


GENERAL AND ADMINISTRATIVE EXPENSES

    General and administrative expenses were approximately $1.6 million for the
quarter ended March 31, 2001, compared to $2.5 million for the quarter ended
March 31,2000. General and administrative expenses consist primarily of
personnel related costs, occupancy costs and professional service fees. The
decrease in expenses is attributable primarily to cost reduction efforts
implemented in May of 2000 and January of 2001

DEPRECIATION AND AMORTIZATION

    Depreciation and amortization expenses were approximately $1.2 million
for the quarter ended March 31, 2001 and $1.4 million for the quarter ended
March 31, 2000. The 2001 expenses included approximately $337,000 of
depreciation on fixed assets, $191,000 of amortization of capitalized content
development and $670,000 of amortization of goodwill, intangible assets, and
capitalized software related to acquisitions. The 2000 expenses included
approximately $230,000 of depreciation on fixed assets, and $1.2 million of
amortization of goodwill, intangible assets, and capitalized software related
to acquisitions. The decrease in amortization of goodwill and other
intangibles is attributable to the decrease in the carrying values of those
assets that were written down at December 31, 2000.

NON-RECURRING CHARGES

    Non-recurring charges for the quarter ended March 31, 2001 were
approximately $380,000 and were related to severance costs associated with a
workforce reduction in January 2001.

INTEREST AND OTHER, NET

    Interest and other, net was approximately $221,000 of expense compared to
$113,000 of income for the quarters ended March 31, 2001 and 2000, respectively.
Interest expense primarily related to the $10.0 million convertible debenture
issued on March 10, 2000.

BENEFICIAL CONVERSION FEATURE

    In connection with the reset of the conversion price on the $10.0 million
convertible debenture, on March 10, 2001, Learn2 recorded additional interest
expense of $9.0 million as a result of the reduction of the original
conversion price from $6.00 to $0.41.

NET LOSS

    The net loss was approximately $10.9 million for the quarter ended March 31,
2001, compared to $5.8 million for the quarter ended March 31, 2000 and was
attributable to the factors discussed above. Excluding the effect of the
additional interest expense of $9.0 million recorded as a result of the reset
on the $10.0 million convertible debenture, the loss for the quarter was $1.9
million or $0.04 per share.

                                        11

<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

    Since inception we have financed our operations primarily through private
placements of equity and debt securities and public offerings of our common
stock.

    Net cash used in operating activities was approximately $923,000. Cash used
in operating activities resulted primarily from our net loss, an overall
decrease in operating assets and liabilities, offset by increases in non-cash
charges.

    Net cash used in investing activities was approximately $410,000. Cash used
in investing activities resulted primarily from capitalized content development
costs and capital expenditures partially offset by proceeds from the sales of
assets.

    As of March 31, 2001, Learn2 had $3.4 million in cash and cash equivalents.
As of March 31, 2001, Learn2's commitments consisted primarily of obligations
under operating leases. Learn2 has no material commitments for capital
expenditures

    On April 19, 2001, Learn2 reached an agreement to merge with E-Stamp.
Assuming satisfaction of certain conditions, including receipt of the
requisite shareholder approval, the merger is expected to be consummated in
the third quarter of 2001. Completion of the merger is expected to enhance
Learn2's ability to finance its growth, as cash flow and capital market
access of the combined companies will be greater than prior to the merger.

   On April 25, 2001 E-Stamp loaned Learn2 $2.0 million. In connection with
this loan, Learn2 issued to E-Stamp a $2 million convertible promissory note
that bears interest at 10% per annum. The principal amount of the note, is
due and payable on April 30, 2002. The note provides that upon the occurrence
of specified events of default, E-Stamp may accelerate the maturity date of
the note.


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<PAGE>

        On March 10, 2000, Learn2 entered into a Securities Purchase Agreement
and pursuant thereto it issued a $10.0 million 6% convertible debenture due
March 10, 2003. The debenture is convertible at any time at the option of the
holder at a conversion price of $0.41 per share (as reset on March 10, 2001). In
connection with the reset on March 10, 2001, Learn2 recorded interest expense of
$9.0 million as a result of the reduction of the original conversion price from
$6.00 to $0.41. The debenture is subject to anti-dilution provisions. Under
certain conditions, the debenture automatically converts after one year. The
conversion price of the debenture also may be reset to the market value of
Learn2's common stock on the second anniversary of the convertible debenture if
the price of Learn2's common stock declines below $0.41 on the second
anniversary. In addition, the holder was granted a five-year warrant to purchase
337,268 shares of Learn2 common stock exercisable at $7.41 per share. The value
of this warrant has been recorded as a debt discount and is being amortized over
the life of the related debt.

   On April 13, 2001, the holder executed a waiver agreeing not to exercise any
of its rights under the debenture to declare an event of default or convert
the debenture with certain exceptions as provided in the waiver; with respect
to Learn2's failure to register shares of common stock, issuable as a result
of the conversion price reset on March 10, 2001, provided that Learn2 files a
registration statement by July 31, 2001 covering the shares of Learn2 common
stock issuable under the debenture following the reset of the conversion price
of the debenture.

    On April 19, 2001, Learn2, E- Stamp and and the holder of debenture
entered into a redemption and termination agreement (the "Redemption and
Termination Agreement"). Pursuant to the Redemption and Termination
Agreement, the holder of the debenture has agreed that, immediately prior to
the completion of the merger between Learn2 and E-Stamp, the debenture will
be redeemed in exchange of E-Stamp's payment of $1.0 million and the issuance
of approximately 26.4 million shares of Learn2's common stock.

To date, we have used cash and operate at a loss. We believe we will have
sufficient resources for our operating requirements and sufficient resources
to realize our current business plan. However, our ability to achieve
positive cash flow depends upon a variety of factors, including the timely
introduction and market success of our products, the costs of developing,
producing and marketing these products, adoption of the Internet as a medium
of commerce and delivery of services, general economic conditions and various
other factors, some of which may be beyond our control. Many of our costs are
fixed and are based on anticipated revenue levels. We may be unable to adjust
spending quickly enough to offset any unexpected revenue shortfall. If we
have a shortfall in revenues in relation to expenses, or if expenses continue
to exceed revenues, then our results of operations and financial condition
would be affected adversely and we may need to raise additional funds. In the
event that the proposed merger with E-Stamp is not consummated, and we need
to raise additional funds we cannot be certain that we will be successful nor
can we predict the terms under which such funds would be available. If
additional funds are not available we may not be able to meet our on-going
expenses unless we change our business plan, sell non-strategic assets,
curtail expenditures, and/or employ other strategies as are required in these
circumstances.

    NEW ACCOUNTING PRONOUNCEMENTS

    Learn2 continually assesses the effects of recently issued accounting
standards. The impact of all recently adopted and issued accounting standards
has been disclosed in the condensed consolidated financial statements included
herein.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

    Not applicable.


                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

    Learn2 is involved in certain other claims and lawsuits that generally are
incidental to its business. Learn2 is vigorously contesting all such matters and
believes that their ultimate resolution will not have a material adverse effect
on Learn2's financial position, results of operations or cash flows.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

      (b)   Reports on Form 8-K

      The following report on form 8-K was filed during the quarter.

      Learn2 filed a Current Report on Form 8-K dated April 26, 2001 with the
      Securities and Exchange Commission. Pursuant to the Merger Agreement,
      Learn2 will merge with and into E-Stamp Corporation subject to certain
      conditions including the approval by the stockholders of E-Stamp and
      Learn2.


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<PAGE>

                                LEARN2.COM, INC.

                                    SIGNATURE

    Pursuant to the requirements 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.

                                            LEARN2.COM, INC.


Date: May 15, 2001                          By:        /s/ MARC E. LANDY
                                                -------------------------------
                                                         Marc E. Landy
                                                EXECUTIVE VICE PRESIDENT, CHIEF
                                                FINANCIAL OFFICER AND SECRETARY
                                                 (PRINCIPAL FINANCIAL OFFICER)





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