<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 JUNE 30, 2001
                                       OR

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

        FOR THE TRANSITION 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
                  of incorporation or              Identification
                     organization)                      No.)

                             1311 MAMARONECK AVENUE,
                                    SUITE 210
                          WHITE PLAINS, NEW YORK 10605
               (Address of principal executive offices)(Zip Code)

       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 for 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
August 7, 2001 was approximately 52,881,618.
<Page>

                                LEARN2.COM, INC.
                                    FORM 10-Q
                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2001
                                      INDEX

<Table>
<Caption>
                                                                                        PAGE
                                                                                         NO.
                                                                                        ----
<S>                                                                                    <C>
PART I. FINANCIAL INFORMATION

Item 1.   Condensed Consolidated Financial Statements

          Condensed Consolidated Balance Sheets as of June 30, 2001 (unaudited) and      3
          December 31, 2000

          Condensed Consolidated Statements of Operations for the three and six          4
          months ended June 30, 2001 and 2000 (unaudited)

          Condensed Consolidated Statements of Cash Flows for the six months ended       5
          June 30, 2001 and 2000 (unaudited)

          Notes to Unaudited Condensed Consolidated Financial Statements                 6

Item 2.   Management's Discussion and Analysis of Financial Condition and Results of     10
          Operations

Item 3.   Quantitative and Qualitative Disclosures About Market Risk                     17

PART II. OTHER INFORMATION

Item 1.   Legal Proceedings                                                              17

Item 6.   Exhibits and Reports on Form 8-K                                               17

SIGNATURE                                                                                18
</Table>


                                       2
<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>
                                                          JUNE 30,   DECEMBER 31,
                                                           2001          2000
                                                         ---------    ---------
                                                        (UNAUDITED)
<S>                                                      <C>          <C>
                                   ASSETS
Current assets:
 Cash and cash equivalents                               $   2,318    $   4,760
 Accounts receivable, net                                    3,004        3,373
 Inventories                                                 1,175        1,493
 Prepaid expenses and other current assets                   1,292          906
                                                         ---------    ---------

  Total current assets                                       7,789       10,532
 Fixed assets, net                                           4,315        4,981
 Capitalized software, net                                  14,664       14,915
 Intangible assets, net                                      4,666        5,011
 Goodwill, net                                              13,951       14,343
 Other assets                                                  524          539
                                                         ---------    ---------

  Total assets                                           $  45,909    $  50,321
                                                         =========    =========

            LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
 Accounts payable                                        $   2,911    $   3,692
 Accrued expenses and other current liabilities              2,888        3,531
 Convertible debenture, net                                  9,438           --
 Current portion of deferred revenue                           539        1,345
 Convertible promissory note                                 2,000
 Other current liabilities                                     384          246
                                                         ---------    ---------

  Total current liabilities                                 18,160        8,814
 Convertible debenture, net                                     --        9,271
 Other liabilities                                              81          113
                                                         ---------    ---------

  Total liabilities                                         18,241       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                                206,467      197,287
 Notes receivable from directors                            (1,687)      (1,687)
 Accumulated deficit                                      (177,641)    (164,006)
                                                         ---------    ---------

 Total stockholders' equity                                 27,668       32,123
                                                         ---------    ---------

  Total liabilities and stockholders' equity             $  45,909    $  50,321
                                                         =========    =========
</Table>

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


                                       3
<Page>

                                LEARN2.COM, INC.

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

<Table>
<Caption>
                                        SIX MONTHS ENDED              THREE MONTHS ENDED
                                 JUNE 30, 2001   JUNE 30, 2000   JUNE 30, 2001   JUNE 30, 2000
                                 ------------    ------------    ------------    ------------
<S>                              <C>             <C>             <C>             <C>
Net revenues                     $      9,868    $     11,573    $      4,308    $      6,126
Cost of revenues                        2,292           3,694           1,036           1,927
                                 ------------    ------------    ------------    ------------

Gross profit                            7,576           7,879           3,272           4,199
Operating expenses:
 Research and product
 development                            1,507           4,048             810           1,910
 Sales and marketing                    3,981           6,509           1,912           2,969
 General and administrative             3,187           4,716           1,580           2,196
 Depreciation and amortization          2,423           2,827           1,224           1,384
 Non-recurring costs                      380             641              --             641
                                 ------------    ------------    ------------    ------------

Total operating expenses               11,478          18,741           5,526           9,100
                                 ------------    ------------    ------------    ------------

Operating loss                         (3,902)        (10,862)         (2,254)         (4,901)
Interest and other (expense)
income, net                              (733)             18            (513)            (95)
Interest expense related to
beneficial conversion feature
associated with convertible
debenture                              (9,000)             --              --              --
                                 ------------    ------------    ------------    ------------

Net loss                         $    (13,635)   $    (10,844)   $     (2,767)   $     (4,996)
                                 ============    ============    ============    ============

Basic and diluted loss per
common share                     $      (0.26)   $      (0.21)   $      (0.05)   $      (0.09)
                                 ============    ============    ============    ============

Weighted average basic and
diluted shares outstanding         52,881,618      52,522,456      52,881,618      52,726,175
                                 ============    ============    ============    ============
</Table>

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


                                       4
<Page>

                                Learn2.com, Inc.

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                 (IN THOUSANDS)
                                   (UNAUDITED)

<Table>
<Caption>
                                                              SIX MONTHS ENDED
                                                        ----------------------------
                                                        JUNE 30, 2001  JUNE 30, 2000
                                                        -------------  -------------
<S>                                                        <C>           <C>
Cash flows from operating activities:
Net loss                                                   $(13,635)     $(10,844)
Adjustments to reconcile net loss to net cash used in
Operating activities:
Depreciation and amortization                                 2,423         2,827
Non-cash warrant, interest, and compensation expense            830           940
Interest expense related to beneficial conversion
feature associated with convertible debenture                 9,000            --
Loss on sale of assets                                           (9)           --
Other                                                            --            14
Change in operating assets and liabilities                   (2,291)         (789)
                                                           --------      --------

Net cash used in operating activities                        (3,682)       (7,852)
Cash flows from investing activities:
Proceeds from sale of assets                                     67         1,547
Proceeds from sale of short-term investments                     --           902
Capitalized content development costs                          (757)         (278)
Capital expenditures                                            (70)       (1,204)
                                                           --------      --------

Net cash provided by (used in) investing activities            (760)          967
Cash flows from financing activities:
Proceeds from issuance of convertible note                    2,000            --
Proceeds from issuance of convertible debenture and
warrant                                                          --        10,000
Deferred financing costs                                         --          (382)
Issuance of common stock under stock option and
stock purchase plans and exercises of warrants                   --         2,275
                                                           --------      --------

  Net cash provided by financing activities                   2,000        11,893
                                                           --------      --------

Net increase (decrease) in cash and cash equivalents         (2,442)        5,008
Cash and cash equivalents, beginning of period                4,760         7,228
                                                           --------      --------

Cash and cash equivalents, end of period                   $  2,318      $ 12,236
                                                           ========      ========

Supplemental disclosures of cash flow information:
Cash paid for interest                                     $     66      $      2

Schedule of non-cash financing activities:
Warrant issued as a result of financing                          --         1,000
Debt discount                                                    --        (1,000)
</Table>

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


                                       5
<Page>

                                LEARN2.COM, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 1--ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

DESCRIPTION OF BUSINESS

    Learn2.com, Inc.'s ("Learn2") offerings include engaging online and physical
learning and training products and complementary services, commonly referred to
as e-learning services. Learn2 markets these services to corporate, government
and individual clients and customers. Learn2 believes its mix of products and
services provides it with a competitive advantage toward becoming the e-learning
service provider of choice to its customers. Learn2 operates its business in two
operating segments; Learning Services and Broadcast Messaging.

CURRENT DEVELOPMENTS

    On April 19, 2001, in order to facilitate Learn2's continued growth, Learn2
and E-Stamp Corporation ("E-Stamp") entered into a 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 the 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 26.5 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.

    In July 2001, ViaGrafix Corporation, a wholly-owned subsidiary of Learn2,
entered into a letter of intent to sell etracks.com, Inc. ("eTracks") to the
president of etracks.com, Inc. for a purchase price of $2.5 million. Under the
terms of the letter of intent, at the closing of the transaction, $1.0 million
of the purchase price would be paid in cash and $1.5 million would be paid
pursuant to the issuance of a senior secured promissory note. The letter of
intent will expire on November 16, 2001. If the contemplated transaction is not
completed, etracks will continue to operate its historical business as a
subsidiary of ViaGrafix.

    On August 2, 2001, Learn2's common stock was delisted from the Nasdaq
National Market and began trading on the OTC Bulletin Board.

BASIS OF PRESENTATION

    As of June 30, 2001, Learn2 was in default under the terms of its $10.0
million convertible debenture. As described in Note 3, the holder of Learn2's
$10 million convertible debenture could declare the convertible debenture due
and payable upon the earlier of the dates described in the waiver. If the merger
is not completed and Learn2 is unable to obtain an additional waiver from the
holder of the convertible debenture, Learn2 may not have the resources to repay
its obligations under the convertible debenture or convertible promissory note.
These conditions raise substantial doubt about Learn2's ability to continue as a
going concern. As a result, Learn2's audited financial statements for the year
ended December 31, 2000 have been prepared on a going concern basis, which
contemplates the realization of assets and settlement of liabilities in the
normal course of business. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty. Learn2's
plan is to complete the merger in order to overcome this uncertainty.


                                       6
<Page>

                                LEARN2.COM, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

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

    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 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 unaudited 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/A 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.

    As of June 30, 2001, Learn2 had cash and cash equivalents of approximately
$2.3 million and a working capital deficiency of approximately $10.4 million.

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
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 Staff Accounting Bulletin
("SAB") No. 101. Learn2's adoption of SAB No. 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 Securities and Exchange Commission 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 six
months and quarter ended June 30, 2000 was to decrease both revenues and sales
and marketing expenses by approximately $2.0 million and $1.0 million,
respectively and thus the adoption of SAB No. 101 resulted in no change to
previously reported operating results, as this was only a reclassification
between revenue and sales and marketing expenses. Learn2's revenues and sales
and marketing expenses for the six months and three months ended June 30, 2001
and 2000 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


                                       7
<Page>

                                LEARN2.COM, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 3--CONVERTIBLE DEBENTURE (CONTINUED)

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 filed a
registration statement within 30 days after the date the waiver would have
expired and such registration statement is declared effective by the Securities
and Exchange Commission within 90 days after such date.

    On April 19, 2001, in connection with the merger, the holder executed a new
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. Except as set forth in the second succeeding sentence, the new
waiver expires upon the earlier of (x) the termination of the merger agreement,
(y) September 30, 2001 and (z) the date of the occurrence of an event of default
under the $2 million convertible promissory note issued to E-Stamp by Learn2.
The dates between April 19, 2001 and the expiration of the new waiver are
referred to as the standstill period. However with respect to an event of
default caused by Learn2's failure to register shares of common stock, issuable
as a result of the conversion price reset on March 10, 2001, the new waiver
would not expire and would remain effective if Learn2 files a registration
statement within 30 days after the end of the standstill period covering the
shares of Learn2 common stock issuable under the debenture following the reset
of the conversion price of the debenture and such registration statement is
declared effective by the Securities and Exchange Commission within 90 days
after the end of the standstill period.

    Because Learn2 cannot control the cure for events of default under the
debenture, Learn2 reclassified the debenture as a current liability as of March
31, 2001.

    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 26.5 million
shares of Learn2's common stock.

NOTE 4 - CONVERTIBLE PROMISSORY NOTE

     Pursuant to the Merger Agreement between Learn2 and E-Stamp, E-Stamp loaned
Learn2 $2 million on April 25, 2001 in exchange for Learn2's issuance to E-Stamp
of a $2 million 10% convertible promissory note. The note is due and payable by
Learn2 on April 30, 2002. The maturity date of the note will automatically
accelerate under certain conditions, including the occurrence of an event of
default under Learn2's $10 million convertible debenture that results in the
acceleration of the due date of the debenture.

      If E-Stamp terminates the merger agreement as a result of Learn2's breach
of the merger agreement that results in a material adverse effect on Learn2 and
that breach cannot be or has not been cured within 15 days after the giving of
written notice by E-Stamp to Learn2, E-Stamp may declare the note due and
payable sixty days following the termination of the merger agreement.

    The note is convertible by E-Stamp at any time into 2,000 shares of Series E
preferred stock of Learn2. These 2,000 shares of Learn2 Series E preferred stock
are initially convertible into an aggregate of 8,000,000 shares of Learn2 common
stock, subject to adjustment of the conversion ratio under specified
circumstances, at any time following the termination of the merger agreement.
The Learn2 Series E preferred stock is not convertible into shares of Learn2
common stock prior to the termination of the merger agreement. As a result, the
common stock conversion feature will only be relevant if the merger agreement is
terminated, whether as a result of failure to obtain stockholder approval or
otherwise. Upon completion of the merger, the note will be cancelled without
consideration.


                                       8
<Page>

                                LEARN2.COM, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 5- STOCK -BASED COMPENSATION

    On April 10, 2001, Learn2's Board of Directors approved a plan under which
each director, officer and employee would be given the opportunity to exchange
their existing options with new options to purchase common stock at an exercise
price of $0.25 per share, subject to a new vesting schedule that will be
approved by E-Stamp. As a result, E-Stamp and Learn2 are in the process of
discussing appropriate vesting schedules and other matters concerning the Learn2
stock options. On April 17, 2001 in light of the decline of Learn2's stock price
and in connection with the proposed merger with E-Stamp, the Board of Directors
(i) waived the requirements that Messrs. Schupak, Ezrin, and Cannavino pledge
additional shares of common stock as collateral for their loans as a result of
stock option exercises in March of 1999 and (ii) subject to the closing of the
merger with E-Stamp, approved the repricing of the stock options to the amount
already paid. From the date of each of these repricings, the related options
will be subject to variable accounting. As such, Learn2 recorded a non-cash
compensation expense of approximately $180,000 in the second quarter of 2001
relating to these repricings.

NOTE 6--SEGMENT INFORMATION


     Based on the criteria established by Statement of Financial Accounting
Standards ("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 six
months and three months ended June 30, 2001 and 2000:

<Table>
<Caption>
                                                         SIX MONTHS ENDED                       THREE MONTHS ENDED
                                                ------------------------------------    -----------------------------------
       Net Revenues:                              JUNE 30, 2001      JUNE 30, 2000       JUNE 30, 2001      JUNE 30, 2000
                                                -----------------   ----------------    ----------------    ---------------
<S>                                                     <C>                <C>                 <C>                <C>
       Learning Services                                $  8,268           $  9,148            $  3,340           $  4,943
       Broadcast Messaging Services                        1,623              2,549                 978              1,275
       Intersegment Elimination                              (23)              (124)                (10)               (92)
                                                -----------------   ----------------    ----------------    ---------------

       Total                                            $  9,868          $  11,573            $  4,308           $  6,126
                                                =================   ================    ================    ===============

<Caption>
                                                         SIX MONTHS ENDED                       THREE MONTHS ENDED
                                                ------------------------------------    -----------------------------------
       Gross Profit:                              JUNE 30, 2001      JUNE 30, 2000       JUNE 30, 2001      JUNE 30, 2000
                                                -----------------   ----------------    ----------------    ---------------
<S>                                                     <C>                <C>                 <C>                <C>
       Learning Services                                $  6,050           $  6,692            $  2,341           $  3,580
       Broadcast Messaging Services                        1,544              1,271                 939                682
       Intersegment Elimination                              (18)               (84)                 (8)               (63)
                                                -----------------   ----------------    ----------------    ---------------

       Total                                            $  7,576           $  7,879            $  3,272           $  4,199
                                                =================   ================    ================    ===============
</Table>


                                       9
<Page>

                                LEARN2.COM, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 6--SEGMENT INFORMATION- (CONTINUED)


      Identifiable assets by segment are as follows:

<Table>
<Caption>
                                         --------------------------------------
       Identifiable Assets:               JUNE 30, 2001      DECEMBER 31, 2000
                                         ----------------    ------------------
<S>                                            <C>                   <C>
       Learning Services                       $  44,972             $  49,918
       Broadcast Messaging Services                  937                   403
                                         ----------------    ------------------

       Total                                   $  45,909             $  50,321
                                         ================    ==================
</Table>

NOTE 7--LEGAL


      Learn2 is involved in claims and lawsuits that are generally 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
consolidated financial position, results of operations or cash flows.

NOTE 8- RECENT ACCOUNTING PROUNCEMENTS

       In July 2001, the Financial Accounting Standards Board ("FASB") issued
SFAS 141, "Business Combinations" which supersedes Accounting Principles
Board ("APB") Opinion No. 16, "Business Combinations." SFAS No. 141 requires
the purchase method of accounting for business combinations initiated after
June 30, 2001 and eliminates the pooling-of-interests method. In addition,
SFAS No. 141 establishes specific criteria for the recognition of intangible
assets separately from goodwill and requires unallocated negative goodwill to
be written off immediately as an extraordinary gain. The provisions of SFAS
No. 141 are required to be adopted July 1, 2001. The adoption of SFAS No. 141
will not change the method of accounting used in previous business
combinations including those Learn2 accounted for under the
pooling-of-interests method.

            In July 2001, the FASB also issued SFAS No. 142, "Goodwill and
Other Intangible Assets," which is effective for fiscal years beginning after
December 15, 2001. Certain provisions shall also be applied to acquisitions
initiated subsequent to June 30, 2001. SFAS No. 142 supercedes APB Opinion
No. 17 "Intangible Assets" and requires, among other things, the
discontinuance of amortization related to goodwill and indefinite lived
intangible assets. These assets will then be subject to an impairment test at
least annually. In addition, the standard includes provisions upon adoption
for the reclassification of certain existing recognized intangibles as
goodwill, reassessment of the useful lives of existing recognized intangibles
and reclassification of certain intangibles out of previously reported
goodwill.

         If the merger is not completed, Learn2 will adopt SFAS No. 142
effective January 1, 2002, which will result in Learn2 no longer amortizing
its existing goodwill. At June 30, 2001, goodwill approximated $14.0 million
and goodwill amortization approximated $196,000 and $392,000 for the three
months and six-months ended June 30, 2001, respectively. In addition, Learn2
will be required to measure goodwill for impairment as part of the transition
provisions. Learn2 is required to complete transition impairment tests no
later than December 31, 2002. Any impairment resulting from these transition
tests will be recorded as of January 1, 2002 and will be recognized as the
cumulative effect of a change in accounting principle. Learn2 will not be
able to determine if an impairment will be required until completion of such
impairment test.

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/A for the year ended December 31, 2000.


                                       10
<Page>

     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.

    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 completion of the merger with E-Stamp Corporation, 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. Learn2 has been operating
its business on the basis that the merger with E-Stamp Corporation will be
completed. See the discussion of Learn2's business and a description of the
various factors that could materially affect 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/A for the year ended
December 31, 2000.

CURRENT DEVELOPMENTS

    On April 19, 2001, in order to facilitate Learn2's continued growth,
Learn2 and E-Stamp entered into a 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) will
hold approximately 49.9%, of the combined company. The holder of the
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 26.5 million shares of
Learn2's common stock. The merger is subject to customary closing conditions,
including approval by the stockholders of E-Stamp and Learn2.

    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.

    In July 2001, ViaGrafix Corporation, a wholly-owned subsidiary of Learn2,
entered into a letter of intent to sell etracks.com, Inc. ("eTracks") to the
president of etracks.com, Inc. for a purchase price of $2.5 million. Under the
terms of the letter of intent, at the closing of the transaction, $1.0 million
of the purchase price would be paid in cash and $1.5 million would be paid
pursuant to the issuance of a senior secured promissory note. The letter of
intent will expire on November 16, 2001. If the contemplated transaction is not
completed, etracks will continue to operate its historical business as a
subsidiary of ViaGrafix.

    On August 2, 2001, Learn2's common stock was delisted from the Nasdaq
National Market and began trading on the OTC Bulletin Board. The delisting of
Learn2's common stock from the Nasdaq National Market is an event of default
under Learn2's $10 million convertible debenture. The holder of Learn2's $10
million convertible debenture agreed to waive its rights under the convertible
debenture until the earlier of the termination of the merger agreement,
September 30, 2001 and an event of default under the convertible promissory
note. If the merger is not completed and Learn2 is unable to obtain an
additional waiver from the holder of the convertible debenture, Learn2 may not
have the resources to repay its obligations under the convertible debenture or
the convertible promissory note. As a result of the event of default under the
convertible debenture, Learn2's auditors have revised their opinion regarding
Learn2's financial statements for the year ended December 31, 2000 and expressed
substantial doubt as to Learn2's ability to continue as a going concern.

    Because Learn2 cannot control the cure for events of default under the
debenture, Learn2 reclassified the debenture as a current liability as of March
31, 2001.


                                       11
<Page>

OVERVIEW

    Learn2's offerings include engaging online and physical learning and
training products and complementary services, commonly referred to as e-learning
services. Learn2 markets these services to corporate, government and individual
clients and customers. Learn2 believes its mix of products and services provides
Learn2 with a competitive advantage toward becoming the e-learning service
provider of choice to its 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.

    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 its 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. As reported by eMarketer in the June 2001 edition of The
e-mail Marketing Report, total e-mail marketing spending in the US in 2000 was
just over $1 billion, including $496 million on e-mail ads, up from $422 million
in 1999. According to eMarketer, by year-end 2003, US businesses and other
organizations will spend almost $4.6 billion, including $2.2 billion on e-mail
advertising expenditures. As a result, Learn2 expects 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'.

    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.

RESULTS OF OPERATIONS


THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2001

    Net revenues and gross profits for the three months and six months ended
June 30, 2001 decreased from the three months and six months ended June 30, 2000
as a result of volume decreases in revenue associated with Learn2's retail
business and the reduction in product sales revenue in the Broadcast Messaging
segment. Operating expenses for the quarter ended June 30, 2001 decreased to
approximately $5.5 million from $9.1 million for the quarter ended June 30,
2000. Operating expenses for the six months ended June 30, 2001 decreased to
$11.5 million from $18.7 million for the six months ended June 30, 2000. The
decrease in operating expenses is attributable primarily to cost reduction
efforts implemented in May of 2000 and January of 2001. Net loss for the quarter
ended June 30, 2001 decreased to $2.8 million from $5.0 million for the quarter
ended June 30, 2000. Net loss for the six months ended June 30, 2001 increased
to $13.6 million from $10.8 million for the six months ended June 30, 2000. The
net loss for the six months ended June 30, 2001 included the additional interest
expense of $9.0 million recorded as a result of the beneficial conversion price
reset from $6.00 to $0.41 on the $10.0 million convertible debenture. Excluding
the effect of the additional interest expense, the loss for the six months ended
June 30, 2001 was $4.6 million.


                                       12
<Page>

    The following tables set forth industry segment information for the six
months and three months ended June 30, 2001 and 2000:

<Table>
<Caption>
                                                    SIX MONTHS ENDED                       THREE MONTHS ENDED
                                           ------------------------------------    -----------------------------------
       Net Revenues:                           JUNE 30,           JUNE 30,            JUNE 30,            JUNE 30,
                                                 2001               2000                2001                2000
                                           -----------------   ----------------    ----------------    ---------------
<S>                                                <C>                <C>                 <C>                <C>
       Learning Services                           $  8,268           $  9,148            $  3,340           $  4,943
       Broadcast Messaging Services                   1,623              2,549                 978              1,275
       Intersegment Elimination                         (23)              (124)                (10)               (92)
                                           -----------------   ----------------    ----------------    ---------------

       Total                                       $  9,868          $  11,573            $  4,308           $  6,126
                                           =================   ================    ================    ===============

<Caption>
                                                    SIX MONTHS ENDED                       THREE MONTHS ENDED
                                           ------------------------------------    -----------------------------------
       Gross Profit:                           JUNE 30,           JUNE 30,            JUNE 30,            JUNE 30,
                                                 2001               2000                2001                2000
                                           -----------------   ----------------    ----------------    ---------------
<S>                                                <C>                <C>                 <C>                <C>
       Learning Services                           $  6,050           $  6,692            $  2,341           $  3,580
       Broadcast Messaging Services                   1,544              1,271                 939                682
       Intersegment Elimination                         (18)               (84)                 (8)               (63)
                                           -----------------   ----------------    ----------------    ---------------

       Total                                       $  7,576           $  7,879            $  3,272           $  4,199
                                           =================   ================    ================    ===============
</Table>

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 decreased approximately 32.4% to $3.3
million for the quarter ended June 30, 2001 from $4.9 million for the quarter
ended June 30, 2000. For the quarter ended June 30, 2001, net revenues consisted
of corporate learning products, technologies and services sold, licensed or
distributed through the Internet of approximately $2.2 million or 66.7% of
revenues, consumer learning products sold through traditional retail channels
and on-line of $1.0 million or 30.3% of revenues and other revenue of $85,000 or
3.0% of revenues.

    For the quarter ended June 30, 2000, net revenues consisted of corporate
learning products, technologies and services sold, licensed or distributed
through the Internet of approximately $2.2 million or 44.9% of revenues,
consumer learning products sold through traditional retail channels and on-line
of $2.5 million or 51.0% of revenues and other revenue of $155,000 or 4.1% of
revenues.


                                       13
<Page>

    Learning Services gross profit was approximately 70.1% of net revenues for
the quarter ended June 30, 2001 compared to 72.4% of net revenues for the
quarter ended June 30, 2000. The change in gross profit was the result of the
differences in the composition of revenues as noted above.

    Net revenues for Learning Services decreased approximately 9.6% to $8.3
million for the six months ended June 30, 2001 from $9.1 million for the six
months ended June 30, 2000. For the six months ended June 30, 2001, net revenues
consisted of corporate learning products, technologies and services sold,
licensed or distributed through the Internet of approximately $6.0 million or
72.3% of revenues, consumer learning products sold through traditional retail
channels and on-line of $2.1 million or 25.3% of revenues and other revenue of
$170,000 or 2.4% or revenues.

    For the six months ended June 30, 2000, net revenues consisted of corporate
learning products, technologies and services sold, licensed or distributed
through the Internet of approximately $4.1 million or 45.1% of revenues,
consumer learning products sold through traditional retail channels and on-line
of $4.6 million or 50.5% of revenues and other revenue of $448,000 or 4.4% of
revenues.

    Learning Services gross profit was approximately 73.2% of net revenues for
the six months ended June 30, 2001 and 2000.

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
23.3% to $978,000 for the quarter ended June 30, 2001, compared to $1.3 million
for the quarter ended June 30, 2000. Broadcast Messaging Services gross profit
was 96.0% of net revenues for the quarter ended June 30, 2001 compared to 53.5%
of net revenues for the quarter ended June 30, 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.

    Net revenues for the Broadcast Messaging Services decreased approximately
36.3% to $1.6 million for the six months ended June 30, 2001, compared to $2.5
million for the six months ended June 30, 2000. Broadcast Messaging Services
gross profit was 95.1% of net revenues for the six months ended June 30, 2001
compared to 49.9% of net revenues for the six months ended June 30, 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 $810,000 for
the quarter ended June 30, 2001 compared to $1.9 million for the quarter ended
June 30, 2000. For the six months ended June 30, 2001, research and product
development expenses were $1.5 million compared to $4.0 million for the six
months ended June 30, 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.

SALES AND MARKETING

    Sales and marketing expenses were approximately $1.9 million for the quarter
ended June 30, 2001, compared to $3.0 million for the quarter ended June 30,
2000. For the six months ended June 30, 2001, sales and marketing expenses were
$4.0 million compared to $6.5 million for the six months ended June 30, 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.


                                       14
<Page>

GENERAL AND ADMINISTRATIVE EXPENSES

    For the quarter ended June 30, 2001, general and administrative expenses
were approximately $1.6 million compared to $2.2 million for the quarter ended
June 30, 2000. General and administrative expenses were $3.2 million for the six
months ended June 30, 2001, compared to $4.7 million for the six months ended
June 30, 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 June 30, 2001 and $1.4 million for the quarter ended June 30,
2000. The 2001 expenses included approximately $341,000 of depreciation on fixed
assets, $515,000 of amortization of capitalized content development and $368,000
of amortization of goodwill and intangible assets related to acquisitions. The
2000 expenses included approximately $192,000 of depreciation on fixed assets,
$474,000 of amortization of capitalized content development and $718,000 of
amortization of goodwill and intangible assets related to the acquisitions.


    Depreciation and amortization expenses were approximately $2.4 million for
the six months ended June 30, 2001 and $2.8 million for the six months ended
June 30, 2000. The 2001 expenses included approximately $679,000 of depreciation
on fixed assets, $1.0 million of amortization of capitalized content development
and $737,000 of amortization of goodwill and intangible assets related to
acquisitions. The 2000 expenses included approximately $421,000 of depreciation
on fixed assets, $935,000 of amortization of capitalized content development and
$1.5 million of amortization of goodwill and intangible assets related to
acquisitions.

NON-RECURRING COSTS

  Non-recurring charges for the six months ended June 30, 2001 were
approximately $380,000 and were related to severance costs associated with a
workforce reduction in January 2001. Non-recurring charges for the six months
ended June 30, 2000 were approximately $641,000 and were related to transition
costs incurred in the second quarter associated with the ViaGrafix and Panmedia
acquisitions.

INTEREST AND OTHER EXPENSE (INCOME), NET

    Interest and other expense (income), net was approximately $513,000 of
expense compared to $95,000 of expense for the quarters ended June 30, 2001 and
2000, respectively. The 2001 expense primarily related to interest expense on
the $10.0 million convertible debenture and the E-Stamp loan as well as
financing costs related to the factoring of accounts receivable, partially
offset by interest income. The 2000 expense primarily related to interest
expense on the $10.0 million convertible debenture, partially offset by interest
income.

    Interest and other expense (income), net was approximately $733,000 of
expense compared to $18,000 of income for the six months ended June 30, 2001 and
2000, respectively. The 2001 expense primarily related to interest expense on
the $10.0 million convertible debenture, the E-Stamp loan as well as financing
costs related to the factoring of accounts receivable, partially offset by
interest income. The 2000 income primarily related to interest income, partially
offset by interest expense on the $10.0 million convertible debenture along with
a loss on the sale of the Design CAD Software product line.

BENEFICIAL CONVERSION FEATURE

    In connection with the reset of the conversion price on the $10.0 million
convertible debenture, on March 10, 2001, for the six months ended June 30,
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 $2.8 million for the quarter ended June 30,
2001, compared to $5.0 million for the quarter ended June 30, 2000 and was
attributable to the factors discussed above.

   The net loss was approximately $13.6 million for the six months ended June
30, 2001, compared to $ 10.8 million for the six months ended June 30, 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 six months ended June
30, 2001 was $4.6 million or $0.09 per share.


                                       15
<Page>

LIQUIDITY AND CAPITAL RESOURCES

    Since inception, Learn2 has financed its operations primarily through
private placements of equity and debt securities and public offerings of
Learn2's common stock. On April 19, 2001, Learn2 reached an agreement to merge
with E-Stamp Corporation. Assuming satisfaction of certain conditions, including
receipt of the requisite stockholder 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
markets access of the combined companies will be greater than prior to the
merger.

    Net cash used in operating activities was approximately $3.7 million. 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 $760,000. Cash used
in investing activities resulted primarily from capitalized content development
costs and capital expenditures partially offset by proceeds from the sales of
assets.

    Net cash provided by financing activities was approximately $2.0 million.
Cash provided by financing activities resulted from the $2 million convertible
promissory note issued by E-Stamp Corporation to Learn2.

    As of June 30, 2001 Learn2 had approximately $2.3 million in cash and cash
equivalents and a working capital deficiency of approximately $10.4 million. As
of June 30, 2001, Learn2's commitments consisted primarily of obligations under
operating leases. Learn2 has no material commitments for capital expenditures

    On March 10, 2000, Learn2 entered into a Securities Purchase Agreement and
pursuant thereto it issued a $10 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 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. 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 filed a
registration statement within 30 days after the date the waiver would have
expired and such registration statement is declared effective by the Securities
and Exchange Commission within 90 days after such date.

    On April 19, 2001, in connection with the merger, the holder executed a new
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. Except as set forth in the second succeeding sentence, the new
waiver expires upon the earlier of (x) the termination of the merger agreement,
(y) September 30, 2001 and (z) the date of the occurrence of an event of default
under the $2 million convertible promissory note issued to E-Stamp by Learn2.
The dates between April 19, 2001 and the expiration of the new waiver are
referred to as the standstill period. However with respect to an event of
default caused by Learn2's failure to register shares of common stock, issuable
as a result of the conversion price reset on March 10, 2001, the new waiver
would not expire and would remain effective if Learn2 files a registration
statement within 30 days after the end of the standstill period covering the
shares of Learn2 common stock issuable under the debenture following the reset
of the conversion price of the debenture and such registration statement is
declared effective by the Securities and Exchange Commission within 90 days
after the end of the standstill period.

    Because Learn2 cannot control the cure for events of default under the
debenture, Learn2 reclassified the debenture to a current liability as of March
31, 2001.

    On August 2, 2001, Learn2's common stock was delisted from the Nasdaq
National Market and began trading on the OTC Bulletin Board. The delisting of
Learn2's common stock from the Nasdaq National Market is an event of default
under the convertible debenture. The holder of the convertible debenture could
declare the convertible debenture due and payable upon the earlier of the dates
described in the waiver, including the earlier of the termination of the merger
agreement and September 30, 2001. If the merger is not completed and Learn2 is
unable to obtain an additional waiver from the holder of the convertible
debenture, Learn2 may not have the resources to repay its obligations under the
convertible debenture or the convertible promissory note. As such, Learn2's
auditor's have revised their opinion regarding the Company's financial
statements for the year ended December 31, 2000 and expressed substantial doubt
as to Learn2's ability to continue as a going concern.


                                       16
<Page>

    On April 19, 2001, Learn2, E-Stamp and the holder of debenture entered into
a 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, which will be
accounted for as part of the purchase price, and the issuance of approximately
26.5 million shares of Learn2's common stock based on a conversion price of
$0.41 per share plus accrued interest.

    As of June 30, 2001, one customer represented approximately 15.4% of
accounts receivable. This customer represents a disproportionate percentage of
June 30, 2001 accounts receivable as it relates to a software license sale in
2000.

    Since the acquisition of ViaGrafix Corporation in August 1999, the
management of Learn2 has been exploring and evaluating various business
strategies relating to etracks, a subsidiary of ViaGrafix. In February 2000, the
management of Learn2 reached the conclusion that to maximize shareholder value
and develop the on-going operations of etracks, and to focus on the core
business of e-learning, that it would seek an outside investment which could
lead to the sale of all or part of the business. As a result, over the last
eighteen months, Learn2 has explored various strategic alternatives. During the
first quarter of 2001, the Learn2 board of directors authorized the sale of
etracks for a purchase price in excess of $2.0 million in cash. In July 2001,
ViaGrafix entered into a letter of intent to sell etracks to etracks' current
president for a purchase price of $2.5 million. Under the terms of the letter of
intent, at the closing of the transaction, $1.0 million of the purchase price
would be paid in cash and $1.5 million would be paid pursuant to the issuance of
a senior secured promissory note. The letter of intent will expire on November
16, 2001. If the contemplated transaction is not completed, etracks will
continue to operate its historical business. In Fiscal year 2000, etracks
accounted for 19.5% of Learn2's revenues. For the three months and six months
ended June 30, 2001, etracks accounted for 22.7% and 16.4% of Learn2's revenues,
respectively. Learn2 believes that the sale of etracks will not have a material
impact on Learn2's results of operations.

    To date, Learn2 has used cash and has operated at a loss. In addition,
Learn2 has been operating its business on the basis that the merger will be
completed. Learn2 has also incurred substantial costs in connection with the
merger. Learn2's transaction costs incurred in connection with the merger are
estimated to be approximately $1.2 million to $1.7 million, depending upon
whether the merger is completed. Learn2 believes that if the merger is
completed, the combined company will have sufficient resources for its operating
requirements and sufficient resources to realize the combined company's business
plan. However, Learn2's 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 are
generally 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 the Learn2's financial position, results of operation 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 19, 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.


                                       17
<Page>

                                    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: August 16, 2001          By:           /s/ MARC E. LANDY
                                   -----------------------------------------
                                                 Marc E. Landy
                                   EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL
                                                    OFFICER
                                                 AND SECRETARY
                                         (PRINCIPAL FINANCIAL OFFICER)


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