SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB/A


(Mark One)

     [X] Quarterly  report under Section 13 or 15(d) of the Securities  Exchange
Act of 1934 for the quarterly period ended September 30, 2000.

     [ ] Transition report under Section 13 or 15(d) of the Securities  Exchange
Act of 1934 for the transition period from to . ------------ --------------


         Commission file number:000-28513
                                ---------


                              LEARNER'S WORLD, INC.
        (Exact name of small business issuer as specified in its charter)





            NEW YORK                                     11-3331350
           ----------                                   ------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)





                     369 Avenue U, Brooklyn, New York      11223
                     ---------------------------------------------
               (Address of principal executive office)  (Zip Code)


                                 (718) 449-3194
                           (Issuer's telephone number)


         Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 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 XX           No
                                        --             ----


         The number of outstanding  shares of the issuer's common stock,  $0.001
par value  (the only  class of  voting  stock),  as of  September  30,  2000 was
10,297,250




<PAGE>




                                TABLE OF CONTENTS

                                     PART I

ITEM 1.  FINANCIAL STATEMENTS..................................................1

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS..................................2


                                     PART II

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K......................................5

SIGNATURES.....................................................................6

INDEX TO EXHIBITS..............................................................7







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<PAGE>



ITEM 1.           FINANCIAL STATEMENTS

         As used herein,  the term "Company" refers to Learner's World,  Inc., a
New York  corporation,  and its subsidiaries  and predecessors  unless otherwise
indicated.  Consolidated,  unaudited,  condensed  interim  financial  statements
including a balance sheet for the Company as of the quarter ended  September 30,
2000 and statements of operations,  and statements of cash flows for the interim
period up to the date of such  balance  sheet and the  comparable  period of the
preceding year are attached hereto as Pages F-1 through F-5 and are incorporated
herein by this reference.











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                                        1

<PAGE>


<TABLE>

                              LEARNER'S WORLD, INC.
                               AND SUBSIDIARIES
                 UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
                            As of September 30, 2000
<CAPTION>

                                     ASSETS
Current assets
<S>                                                                     <C>
     Cash                                                               $            -
     Receivables                                                                 8,416
     Receivable from shareholders                                                    -
                                                                         -------------
         Total current assets                                                    8,416
                                                                         -------------
Property and equipment, net of accumulated depreciation                        949,205
                                                                         -------------
Other assets
     School licensing                                                              841
     Security deposits                                                          52,214
                                                                         -------------
         Total other assets                                             $       53,055
                                                                         -------------
         Total assets                                                   $    1,010,676
                                                                         =============

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities
     Accounts and notes payable                                         $       82,059
     Taxes payable                                                              65,029
     Current portion of long term debt - non stockholders                       57,803
                                                                         -------------
         Total current liabilities                                             204,891
                                                                         -------------
Long-term liabilities
     Term debt - long term portion - non stockholders                              378
     Due to stockholders                                                     1,152,526
                                                                         -------------
         Total other liabilities                                             1,152,904
                                                                         -------------
         Total liabilities                                                   1,357,795
                                                                         -------------
Stockholders' equity (deficit)
     Common stock, $.0001 par value
         20,000,000 shares authorized with 10,297,250 and
         140,000 shares issued and outstanding                                   1,030
     Paid in capital                                                         1,282,521
     Stock issued (not paid)                                                 (262,500)
     Retained Earnings (deficit)                                           (1,368,170)
                                                                         -------------
         Total stockholders' equity (deficit)                                (347,119)
                                                                         -------------
         Total liabilities and stockholders' equity (deficit)           $    1,010,676
                                                                         =============
</TABLE>

                                      F-1


<PAGE>


<TABLE>

                              LEARNER'S WORLD, INC.
                                AND SUBSIDIARIES
            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
               FOR THE THREE AND NINE MONTHS ENDING SEPTEMBER 30,

<CAPTION>

                                                           Three Months Ended                Nine Months Ended
                                                              September 30,                    September 30,

                                                               2000            1999             2000              1999
                                                    =============== ===============  ===============   ===============
<S>                                                <C>              <C>               <C>             <C>
Revenue                                            $       309,016  $      298,007 $      1,064,782  $        960,435
                                                    -------------- ---------------  ---------------   ---------------
Expenses

    Cost of sales                                          184,601         132,286          605,591           599,758

    General and administrative                             238,705         197,995          674,800           577,515

    Depreciation, amortization and interest                 30,329          18,463           88,550           117,099
                                                    -------------- ---------------  ---------------   ---------------
Total expenses                                             453,635         348,744        1,368,941         1,294,372
                                                    -------------- ---------------  ---------------   ---------------
Income (loss) from continuing operations
  before income taxes                                     (144,619)        (50,737)        (304,159)         (333,937)

Provision for income taxes                                        -            200                -               800
                                                    --------------- --------------  ---------------   ---------------
Net (loss)                                         $      (144,619)  $     (50,937) $      (304,159)  $      (334,737)
                                                    =============== ==============  ===============   ===============

Income (loss) per weighted-average share
  of common stock outstanding
    Basic net (loss) per share                     $         (0.02)  $       (0.01) $         (0.04)  $         (0.05)
                                                    =============== ==============  ===============   ===============
Weighted-average number of common
  stock outstanding                                     10,040,250       9,646,250        9,864,250         6,430,833
                                                    =============== =============== ===============   ===============
</TABLE>







                                       F-2

<PAGE>

<TABLE>


                                              LEARNER'S WORLD, INC.
                                                AND SUBSIDIARIES
                               UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    FOR THE NINE MONTHS ENDING SEPTEMBER 30,
<CAPTION>

                                                                                 2000              1999
                                                                            ===============  ================
<S>                                                                      <C>               <C>
Cash Flows From Operating Activities
     Net (loss)                                                           $       (354,159) $       (334,737)
                                                                            ---------------  ----------------

Adjustments To Reconcile Net (Loss) To Net Cash
   Used In Operating Activities
      Depreciation, net of adjustment                                                78,294            63,413
      Amortization                                                                      909                 -
      Stock issued for services                                                      35,230                 -
      Interest eliminated and reclassified to paid in capital                             -                 -
      Decrease (Increase) in receivables                                              1,439                 -
      Decrease (Increase) in receivables from stockholders                           70,000                 -
      Increase (Decrease) in accounts and notes payable                              10,595          (11,358)
      Increase (Decrease) in taxes payable                                            1,677               281
                                                                            ---------------  ----------------
                 Net Adjustment                                                     198,144            52,336
                                                                            ---------------  ----------------
                 Net Cash (Used) In Operating Activities                           (156,015)         (282,401)
                                                                            ---------------  ----------------
Cash Flows From Investing Activities
      Purchase of equipment                                                         (35,000)           (6,202)
      Purchase of school licensing                                                        -                 -
                                                                            ---------------  ----------------
                 Net Cash (Used) By Investing Activities                            (35,000)           (6,202)
                                                                            ---------------  ----------------
Cash Flows From Financing Activities
      (Decrease) Increase in notes and loans payable
        non stockholders - Net                                                       25,132          (23,610)
      (Decrease) Increase in notes and loans payable
        stockholders                                                                 75,605          (77,514)
      Proceeds from unpaid capital stock issued                                      16,563           390,000
      Proceeds from additional stock issued                                          50,000                 -
                                                                            ---------------  ----------------
                 Net Cash Provided By Financing Activities                          167,300           288,876
                                                                            ---------------  ----------------
Net Increase (Decrease) In Cash                                                     (23,715)               273

Cash - Beginning                                                                     23,715             2,195
                                                                            ---------------  ----------------

Cash - Ending                                                             $               - $           2,468
                                                                            ===============  ================
Other Information
       Interest paid in cash                                              $           9,347 $               -
                                                                            ===============  ================
Non Cash Items
       Stock issued for services                                          $          35,230 $          13,800
       Stock issued for debt conversion                                                   -           120,000
       Debt to shareholders contributed to paid in capital                $               - $          99,458
       Interest accrued but not paid to stockholders                                      -            40,688

</TABLE>

                                      F-3


<PAGE>


                     EARNER'S WORLD, INC. AND SUBSIDIARIES
          NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000


NOTE 1 - BASIS OF PRESENTATION

         The unaudited interim  consolidated  financial  statements at September
         30, 2000 and for the nine month  periods  ended  September 30, 2000 and
         1999 are  unaudited,  but  include  all  adjustments  which  management
         considers necessary for a fair presentation.

         The accompanying  unaudited  consolidated  financial statements are for
         the  interim  periods  and  do not  include  all  disclosures  normally
         provided  in  annual  financial  statements,  and  should  be  read  in
         conjunction  with the Company's Form 10-KSB for the year ended December
         31, 1999. The accompanying  unaudited  interim  consolidated  financial
         statements for the nine month periods ended September 30, 2000 and 1999
         are not necessarily indicative of the results which can be expected for
         the entire year.

         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  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 - INCOME TAXES

         The Company accounts for income taxes in accordance with the provisions
         of Statement of Financial Accounting Standards No. 109, "Accounting for
         Income  Taxes"  ("SFAS  109"),  which  requires an asset and  liability
         approach to accounting for income taxes.  Under SFAS 109,  deferred tax
         assets or  liabilities  are  computed  on the  difference  between  the
         financial  statement  and income  tax bases of assets  and  liabilities
         ("temporary differences") using the enacted marginal tax rate. Deferred
         income  tax  expenses  or  benefits  are  based on the  changes  in the
         deferred tax asset or liability from period to period.

NOTE 3 - COMMON STOCK

         On  February   25,   1999,   the  Company   amended  its   articles  of
         incorporation. The articles of incorporation, as amended, made a 30 for
         1 reverse stock split,  effective  March 1, 1999. This 30 for 1 reverse
         stock  split  has  been  recognized  in  these   financial   statements
         retroactive to December 31, 1998 for comparative purposes.

         In March 1999, the Company issued new stock under Rule 504 Regulation D
         offering.  The issuance of 3,506,250 shares were issued for $876,562 of
         which  $614,062 has been received as of September 30, 2000.  The amount
         receivables of $262,500 are secured by marketable securities.

                                       F-4

<PAGE>



                     LEARNER'S WORLD, INC. AND SUBSIDIARIES
          NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000


NOTE 3 - COMMON STOCK (continued)

         In August, 2000 the Company entered into an agreement whereby it issued
         271,000  shares of new stock for services  rendered,  for $35,230,  the
         market value of the stock that day.  And, it also gave an option to buy
         an  additional  250,000  shares  of  stock  for  $0.20  per  share.  In
         September,  2000 the  option  as  exercised  and the  Company  received
         $50,000 cash and issued the 250,000 shares of new stock.








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                                       F-5

<PAGE>





ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

General

As used herein the term "Company"  refers to Learner's  World,  Inc., a New York
Corporation, and its subsidiaries and predecessors, unless the context indicates
otherwise.  The Company was formed on June 28, 1996,  with the intent to own and
operate  facilities  for the care,  education  and  recreation  of children.  In
December  1996,  the  Company   acquired  three  children's  care  and  learning
facilities from three affiliated  corporations for a four year note of $775,000,
bearing interest at the rate of 7% per annum.  (See "Certain  Relationships  and
Related Transactions").  The Company's facilities are at the following locations
in the New York  metropolitan  area:  (i) 369  Avenue  U,  Brooklyn,  New  York,
established in May 1993; (ii) 1535 First Avenue,  New York New York  established
in September  1994, the Company has since moved the location of this facility to
432  Lakeville,  Lake  Success,  New York 11402;  and (iii)  208-34 Cross Island
Parkway,  Bayside, New York,  established in June 1994. The Company provides the
following  services  for children and  students:  (1) day care and  recreational
services for children between the ages of two and one-half and ten, (2) academic
tutorial services for students of all ages through high school,  (3) instruction
in computer skills and functions for students and adults,  and (4) psychological
diagnostic  and  remedial  services  for  children,  provided  through  licensed
consulting professionals.

The Company  generates  revenue from tuition and fees,  generally  charged on an
hourly  basis for day care,  tutoring  and  computer  instruction.  Charges  for
diagnostic  and treatment  services are also  currently made on an hourly basis.
Although the Company's family entertainment  centers, which include locations in
Manhattan,  Brooklyn and Queens, are financially  solvent, the addition of child
care,  tutorial and computer  instruction has enhanced revenue as these programs
operate  mostly during the hours when the play  activities  are minimal.  All of
these  services are easily and  logically  merged.  They are  compatible in both
theme and space utilization.

The Company also has several  products and plans for others which have been used
to create a dynamic  interactive online test preparation and vocational training
website.  The Company's new website became fully  operational in January of 2000
and is located on the Internet at  www.learnersworld.com.  Through this website,
the Company  plans to offer to the public a location on the  Internet  where the
customers  can  prepare  for tests such as the SAT and other  educational  exams
including  but not  limited to  medical,  law,  and  business.  The site will be
designed to help customers  prepare for vocational tests, such as civil service,
post office,  park ranger,  police or firefighters  The Company also hopes to be
able in the  future to offer  courses  in other  professions  such as  insurance
agent,  stock broker,  or real estate agent.  The Company  intends to bring this
content to the  Internet  and pair it with  existing  and  emerging  software to
create an exciting interactive online learning environment.

The  Company  intends to supply  online  computer  based  training to be used to
prepare for vocational and educational  placement testing.  All test preparation
courses will be interactive  with live chat rooms and  instructor  availability.
Each course  includes a simulated test  environment for time and content as well
as a specific  section on test taking  techniques  for the  particular  exam. By
offering its services  online,  the Company  will attempt to address a perceived
need for  alternative  modes of training that are both flexible and  convenient.
Unlike the current  educational  offerings now available on the Internet,  which
are mostly  university or government based or highly  technical in content,  the
Company  intends to offer training which will assist people to obtain  necessary
knowledge or certification to prepare for exams and to train for new skills. The
exams/training  which the  Company  intends to offer will help the  customer  to
obtain such benefits as gaining employment or advancing in their current careers
and advancing their educational goals.

The Company's  strategy is to offer an extensive  array of test  preparation and
training  courses  covering  needs in  academics,  health  care,  vocations  and
professions  in a dynamic  and  enjoyable  fashion.  A  separate  segment of the
Company's web site will deal with custom designed  training and test preparation
courses for private industry,  government  agencies and unions. The Company will
attempt to create brand  recognition by implementing  an aggressive  advertising
campaign  emphasizing  the Company's  benefits,  including  quality  content,  a
learner community, support services, and a high level of interaction.

The  Company  plans to  continue  its  expansion  into the child  care and adult
education  fields.  This  will  be  accomplished  through  the  building  of new
locations,  the  acquisition  of suitable  locations  and its  venture  onto the
Internet with its Internet based  educational,  test  preparation and vocational
training web site.

                                        2

<PAGE>



Results of Operations

During the third quarter of 2000, the Company continued to improve its financial
condition.  The Company  increased its revenues over the comparable  quarter and
nine month period in 1999. Due to seasonal  fluctuations in  enrollments,  which
historically decrease the Company's revenues during the summer months,  revenues
for the third  quarter  were less than those  received  in the  second  quarter.
However,  as compared to revenues  for the third  quarter of 1999,  and the year
ended December 31, 1999, the Company's overall financial health has improved.

Three Months ended September 30, 2000.  Nine Months ended September30, 2000

Gross  revenues for the three  months ended  September30,  2000,  were  $309,016
compared to $298,007  for the same period in 1999,  an increase of $11,009.  The
gross revenues for the three months ended  September30,  2000,  were higher than
the  comparable  three  months in 1999 due to an  increase  in tuition  and fees
collected from an increased number of students.

Gross  revenues  for the nine months  ended  September30,  2000 were  $1,064,782
compared to $960,435 for the same period in 1999,  an increase of $104,347.  The
gross revenues for the nine months ended September30, 2000, were higher than the
comparable  nine months in 1999 due to an increase in tuition and fees collected
from an increased number of students.

Costs of revenues were $184,601 for the three months ended on September30, 2000,
compared  to  $132,286  for the  comparable  period  in  1999,  an  increase  of
approximately 40%.

Costs of revenues were $605,591 for the nine months ended on September30,  2000,
compared  to  $599,758  for the  comparable  period  in  1999,  an  increase  of
approximately 1%.

Net losses were  $194,619 for the three  months ended on September  30, 2000 and
$50,937 for the  comparable  three months in 1999.  Net loss as a percentage  of
revenues  for the three  month  periods  were-63%  and -17%,  respectively.  The
increase in net losses for the three month  period  ended  September  30,  2000,
resulted  from an  increase in cost of revenues of $52,315 due to an increase in
upgrading  curriculum and computer  related  expenses coupled with a decrease in
revenues due to increased competition from similar services.

Net losses were  $354,159  for the nine months  ended on  September30,  2000 and
$334,737 for the  comparable  nine months in 1999.  Net loss as a percentage  of
revenues  for the nine  month  periods  were  -33% and -35%,  respectively.  The
increase  in net  losses  resulted  from  increased  costs  relating  to  system
maintenance  and  curriculum  upgrades as well as a decrease in revenues  due to
increased competition.

General, and administrative expenses were $238,705 for the three months ended on
September 30, 2000, and $197,995 for the comparable  period in 1999, an increase
of $40,710,  or 20.6%. The increase in expenses is due to an increased marketing
campaign designed to stem the effects of increased competition.

General, and administrative  expenses were $674,800 for the nine months ended on
September30, 2000 and $577,515 for the comparable period in 1999, an increase of
$97,285,  or 16.8%.  The  primary  reason for the  increase  was an  increase in
administrative  costs during the first three quarters from marketing and general
staffing related cost increases.

Operating loss was $194,619 during the three months ended on September 30, 2000,
compared to an  operating  loss of $50,737 for the  comparable  three  months in
1999.  The Company's  operating  loss  increased  $143,882 or 283% for the three
months ended September 30, 2000 because of an increase in continuing  operations
expenses coupled with an decrease in revenues due to increased competition

Operating loss was $354,159 during the nine months ended on  September30,  2000,
compared to an  operating  loss of $333,337  for the  comparable  nine months in
1999.  The  Company's  operating  loss  increased  $20,822 or 5.88% for the nine
months  ended  September  30, 2000  because of an  increase  in  expenses  and a
decrease in revenues.



                                        3

<PAGE>



Capital Resources and Liquidity

The Company had a net working  capital  deficit of $147,288  for the nine months
ended September30, 2000, as compared to a $47,524 net working capital deficit as
of December 31, 1999.

Net stockholders'  deficit in the Company was $347,119 as of September 30, 2000,
compared  to  stockholder's  equity of  $36,991 as of  December  31,  1999.  The
decrease in net stockholder's equity is primarily due to losses in operations.

Cash flows used in operations  were $156,015 for the nine months ended September
30,  2000,  as compared  to cash flows used in  operations  of $282,401  for the
comparable  period in 1999.  Negative cash flows were primarily  attributable to
marketing costs.

Cash flows used by investing  activities  were $35,000 for the nine months ended
September 30, 2000, and $6,202 for the nine months ended September30,  1999. The
Company's investing  activities have been primarily in the purchase of equipment
used in generating revenues.

Cash flows generated from financing activities were $167,300 for the nine months
ending September 30, 2000, as compared to $288,876 for the comparable  period in
1999. The Company's  financing  activities  have primarily  consisted of private
placements of its common stock and from the exercise of outstanding options.

The Company's cash flows  fluctuated  during the year due to the seasonal nature
of the  Company's  business.  Traditionally,  enrollments  are higher during the
period of the year when  schools  are in regular  session  (September-May)  with
lower  enrollments  during  the  summer  months  (June-August).  The  decline in
enrollments  during the summer is offset to some degree by the revenues from the
Company's summer camps.

Due to the Company's cash flow fluctuations,  the Company experiences occasional
cash flow shortages.  To satisfy its cash requirements,  including debt service,
the Company must  periodically  raise funds from  external  sources.  This often
involves the Company conducting exempt offerings of its equity securities.

Impact of Inflation

The Company  believes that  inflation has had a negligible  effect on operations
over the past three years. The Company believes that it can offset  inflationary
increases  in the cost of  materials  and  labor  through  increased  sales  and
improved operating efficiency.

Capital Expenditures

The Company made no significant  capital  expenditures  on property or equipment
for the quarter ended September30, 2000.

Trends, Events,  Uncertainties that may have a Material Effect on Liquidity Risk
of Lawsuits

Inherent in the  business of  education  and caring for children in a commercial
business is the risk of  lawsuits  for alleged  injuries  to the  children.  The
Company has an insurance  policy with liability  limits of $3,000,000  aggregate
limit which includes $1,000,000 in personal injury liability coverage to protect
the Company from legal claims to the amount of the policy  coverage for risks as
specified in the policy of insurance.  Although  currently  there are no pending
lawsuits against the Company,  there is no assurance that there will not be such
lawsuits in the future and that the Company  will not incur losses as the result
of such  lawsuits  in excess of its  insurance  coverage.  Lawsuits  against the
Company will tend to increase  operating  expenses and lower the  potential  for
profitability, as well as cause possible harm to the Company's reputation.

Labor Related Risks

The Company depends extensively on the availability,  quality and reliability of
teachers,  instructors,  tutors and  care-givers  which it  utilizes  to provide
children's  educational  and day care  services.  There is no assurance that the
Company will have an adequate  supply of qualified  personnel at acceptable cost
to operate a profitable business.

                                        4

<PAGE>



The Company is subject to all of the risks  inherent in a business that utilized
skilled labor, including but not limited to strikes,  disadvantageous collective
bargaining agreements,  labor showdowns,  unavailability of qualified employees,
worker's  compensation  claims,  increases  in worker's  compensation  and other
insurance  premiums  (or  unavailability  of  such  insurance),  wage  disputes,
discrimination  claims,  wrongful  termination  claims,  the  loss of  qualified
employees and inability to replace them, and related risks. At the current time,
none of the Company's  employees are  unionized.  The risks may also inhibit the
Company's  ability to expand or establish new  facilities.  If such labor issues
should arise the Company will attempt to remedy the situation by using temporary
employees and its current staff to temporarily  cover shortages until additional
qualified permanent employees can be found.

Uncertainties Regarding Market Acceptance of New Services

Although the Company's  management  will attempt to complete the market research
necessary  to  determine  whether  there will be  sufficient  demand for its new
Internet based services,  it is possible that the Company will decide to offer a
service that will be rejected by its target customers. The inability to amortize
development  marketing  and sales  support  costs  could  adversely  affect  the
financial  condition  and  operating  results  of  the  Company.  There  remains
uncertainty  regarding  the  Internet  as a viable  distribution  method  of the
Company's  products.  There is a risk that the customers of the Company will not
use the Internet for their test  training and would rather  continue to use more
traditional training methods.

Going Concern

The  Company's  ability to continue as a going  concern is an issue  raised as a
result of an accumulated deficit of $1,368,170 as of September30,  2000 compared
to a deficit of  $1,014,011  at December  31,  1999.  The  Company's  ability to
continue as a going concern is subject to the ability of the Company to obtain a
profit and /or obtaining the necessary funding from outside sources.  Management
is committed to taking the necessary steps to ensure the Company remains a going
concern.  Management's  plan to address the  Company's  ability to continue as a
going concern,  includes:  (1) obtaining additional funding from the sale of the
Company's securities;  (2) increasing sales; (3) obtaining loans and grants from
various financial institutions where possible. Although management believes that
it will be able to obtain the necessary funding to allow the Company to remain a
going concern through the methods  discussed  above,  there can be no assurances
that such methods will prove successful.


                                     PART II

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits Exhibits required to be attached by Item 601 of Regulation S-B are
     listed in the Index to Exhibits on page 10 of this Form  10-QSB/A,  and are
     incorporated herein by this reference.

(b)  Reports on Form 8-K. No reports  were filed on Form 8-K during the quarter.
     -------------------





                 [THIS SPACE HAS BEEN LEFT BLANK INTENTIONALLY.]










                                        5

<PAGE>








                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, this 8th day of December, 2000.




Learner's World, Inc.


/s/ Sal Casaccio
------------------------------
                               December 8, 2000
President, Chief Executive Officer and Director




/s/ Sal Casaccio
------------------------------
                                December 8, 2000
Controller



                                        6

<PAGE>


                                INDEX TO EXHIBITS


EXHIBIT  PAGE              DESCRIPTION
NO.       NO.

3(i)      *         Articles of  Incorporation  of the Company  (note that these
                    were amended by the Articles of Merger constituting  Exhibit
                    2 to this Form  10-KSB)  (incorporated  herein by  reference
                    from Exhibit No. 3(i) to the  Company's  Form 10-KSB for the
                    year ended December 31, 1993).

3(ii)     *         Bylaws of the Company,  as amended  (incorporated  herein by
                    reference  from Exhibit 3(ii) of the  Company's  Form 10 KSB
                    for the year ended December 31, 1995).

                                    MATERIAL CONTRACTS

10(i)     *         Agreement  of Sale dated  December  17,  1996,  between  the
                    Company and Baybridge Playrobics, Inc.

10(ii)    *         Promissory Note dated October 26, 1999,  between the Company
                    and  Antonio  Caustic,   Agrippino   Caustic  and  Salvatore
                    Caustic,  showing the terms of payment for the  Agreement of
                    Sale dated December 17, 1996.

10(iii)   *         Benefit Plan for the Company dated November 19, 1999.

10(iv)    *         Leases for building located at 3 69 Avenue U, Brooklyn,  New
                    York II 223.

10(v)     *         Leases  for  building  located  at  208-32  to  208-46  Bell
                    Boulevard, Bayside, New York

27                  Financial Data Schedule "CE"

*        Previously filed as indicated and incorporated herein by reference from
         the referenced filings previously made by the Company.