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 March 31, 2001.

   [ ]  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 May 15, 2001 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.....................................4

SIGNATURES....................................................................4

INDEX TO EXHIBITS.............................................................5











                 [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]













<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 March 31, 2001
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.










                 [THIS SPACE HAS BEEN LEFT BLANK INTENTIONALLY.]
































                                        1

<PAGE>



                              LEARNER'S WORLD, INC.
                                AND SUBSIDIARIES
                 UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>


                                                                                 March 31
                                                                                   2001
                                           ASSETS
<S>                                                                          <C>

Current assets
          Cash                                                                $          -
          Receivables                                                                5,046
          Receivable from shareholders                                                   -
                                                                              ------------
                    Total current assets                                             5,046
                                                                              ------------

Property and equipment, net of accumulated depreciation                            879,577
                                                                              ------------

Other assets
          School licensing                                                             583
          Security deposits                                                         52,214
                                                                              ------------
                    Total other assets                                              52,797
                                                                              ------------
                    Total Assets                                              $    937,420
                                                                              ============

                       LIABILITIES AND STOCKHOLDERS'EQUITY (DEFICIT)

Current liabilities
          Bank overdraft                                                      $     23,050
          Accounts and notes payable                                               108,923
          Taxes payable                                                             47,470
          Current portion of long term debt - non stockholders                      14,097
                                                                              ------------
                    Total current liabilities                                      193,540
                                                                              ------------

Long-term liabilities
          Due to stockholders                                                    1,238,416
                                                                              ------------
</TABLE>


                                       F-1

<PAGE>





      Total other liabilities                                       1,238,416
                                                                    ---------


                 UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET
                                   (Continued)

<TABLE>
<S>                                                                             <C>


                                                                                   March 31,
                                                                                     2001
                                                                                  ----------
                    Total liabilities                                              1,431,956
                                                                                  ----------
Stockholders' equity (deficit)
          Common stock, $.0001 par value, 20,000,000 shares
          Authorized with 10,297,250 shares issued and
          Outstanding at March 31, 2001                                                1,030
          Paid in capital                                                          1,282,521
          Stock issued not paid                                                    (262,500)
          Retained earnings (deficit)                                             1,515,587)
                                                                                  ----------
                    Total stockholders' equity (deficit)                           (494,536)
                                                                                  ----------
                    Total liabilities and stockholders' equity (deficit)          $  937,420
                                                                                  ==========
</TABLE>


























                                       F-2

<PAGE>




                 See Accompanying Notes To Financial Statements
                              LEARNER'S WORLD, INC.
                                AND SUBSIDIARIES
            UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                      FOR THE THREE MONTHS ENDING MARCH 31,

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

                                                                   2001             2000
                                                               ------------      ----------
Revenue                                                        $    400,771      $  390,185
                                                               ------------      ----------

Expenses
          Cost of Sales                                             202,829         221,380
          General and administrative                                200,695         250,802
          Depreciation, amortization and interest                    43,667          29,108
                                                               ------------      ----------
                    Total expenses                                  447,191         501,290
                                                               ------------      ----------

Income (loss) from continuing operations before income
taxes                                                              (46,420)       (111,105)
Provision for income taxes                                                -               -
                                                               ------------      ----------
Net (loss)                                                         (46,420)       (111,105)
                                                               ============      ==========

Income (loss) per weighted-average share
of common stock outstanding
          Basic net (loss) per share                           $     (0.00)      $   (0.01)
                                                               ============      ==========
Weighted-average number of common stock outstanding              10,297,250       7,950,449
                                                               ============      ==========
</TABLE>














                 See Accompanying Notes To Financial Statements

                                       F-3

<PAGE>





                              LEARNER'S WORLD, INC.
                                AND SUBSIDIARIES
            UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                      FOR THE THREE MONTHS ENDING MARCH 31,
<TABLE>
<S>                                                                 <C>               <C>

                                                                         2001             2000
                                                                     ------------      ----------
Cash Flows From Operating Activities
          Net (loss)                                                 $   (46,420)      $(111,105)
Adjustments To Reconcile Net (Loss) To
Net Cash Used In Operating Activities
          Depreciation, net of adjustment                                  30,119          26,098
          Amortization                                                          -             303
          Decrease (increase) in receivables                                3,370           1,439
          Decrease (increase) in receivables from stockholders                  -          70,000
          Increase (decrease) in accounts and notes payable                50,203        (10,505)
          Increase (decrease) in taxes payable                           (31,660)           (409)
                                                                     ------------      ----------
                    Net Adjustment                                         52,032          86,926
                                                                     ------------      ----------
                    Net Cash (Used) In Operating Activities                 5,612        (24,179)
Cash Flows From Investing Activities
          Purchase of equipment                                                 -        (35,000)
                                                                     ------------      ----------
                    Net Cash (Used) By Investing Activities                     -        (35,000)
Cash Flows From Financing Activities
          Increase (decrease) bank overdraft                                3,441               -
          (Decrease) increase in notes and loans payable
          Non stockholders                                               (16,298)         (8,377)
          (Decrease) increase in notes and loans payable
    stockholders                                                            7,245          37,805
          Proceeds from unpaid capital stock issued                             -          16,563
                                                                     ------------      ----------
                    Net Cash Provided By Financing Activities             (5,612)          45,991
Net Increase (Decrease) In Cash                                                 -        (13,188)
                                                                     ------------      ----------
Cash - Beginning                                                                -          23,715
Cash - Ending                                                        $          -      $   10,527
                                                                     ============      ==========
Other Information
                    Interest paid in cash                            $     13,563      $    2,707

</TABLE>

                                      F-4

<PAGE>


                 See Accompanying Notes To Financial Statements

                     LEARNER'S WORLD, INC. AND SUBSIDIARIES
               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2001

NOTE 1.            BASIS OF PRESENTATION

          The  interim  consolidated  financial  statements  for the three month
          period ended March 31, 2001 are unaudited, but include all adjustments
          which the management considers necessary for a fair presentation.

          The accompanying  unaudited  consolidated financial statements are for
          the  interim  period  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, 2000. The accompanying unaudited consolidated financial statements
          for the three month  period  ended March 31, 2001 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 these estimates.
































                                       F-5

<PAGE>



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

General

During the first quarter of 2001,  Learner's World, Inc., a New York corporation
and its subsidiaries  (hereinafter  the "Company"  unless the context  indicates
otherwise) improved its financial condition.  The Company increased its revenues
over the  comparable  quarter in 2000. As a direct result of increased  revenues
for the  first  quarter  of 2001 and the  year  ended  December  31,  2000,  the
Company's overall financial health improved.

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.

Results of Operations

Gross  revenues for the quarter ended March 31, 2001 were  $400,771  compared to
$390,185  for the same  period  in 2000,  an  increase  of $  10,586.  The gross
revenues for March 31, 2001, were higher than the comparable quarter in 2000 due
to a slight increase in revenues from the company's Internet operations.

Costs of  revenues  were  $202,829  for the  quarter  ended on March  31,  2001,
compared  to  $221,380  for  the  comparable  period  in  2000,  a  decrease  of
approximately 8%.

Gross profit was  $197,942 for the quarter  ended on March 31, 2001 and $168,805
for the comparable quarter in 2000. Gross profit as a percentage of revenues was
49% and 43%, respectively.

General,  and  administrative  expenses  were  $200,695 for the quarter ended on
March 31, 2001 and  $250,802  for the  comparable  period in 2000, a decrease of
$50,107.  The  primary  reason  for the  decrease  was a  decrease  in  Internet
development costs and a decrease in legal and professional services..

Operating loss was $46,420 during the quarter ended on March 31, 2001,  compared
to an  operating  loss of  $111,105  for the  comparable  quarter  in 2000.  The
Company's  operating  loss  decreased  for the quarter ended March 31, 2001 as a
result of significant  decreases in Internet development costs and a decrease in
the cost of professional services.

Capital Resources and Liquidity

The Company had a net working  capital deficit of $188,494 for the quarter ended
March 31, 2001, as compared to a $121,255 deficit at the end of March 31, 2000.

Net  stockholders'  deficit in the  Company was  $494,536 as of March 31,  2001,
compared  to  stockholder's  equity of  $29,253 as of  December  31,  2000.  The
decrease in net stockholder's equity is primarily due to losses in operations.

The Company's cash flows fluctuate 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 the debt

                                        2

<PAGE>


service,  the Company must periodically raise funds from external sources.  This
often involves the Company conducting exempt offerings of its equity securities.
However,  during the first quarter of 2001, the Company did not issue any equity
securities to finance its operations.

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 quarters ended March 31, 2001 or 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.  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.

Going Concern

The  Company's  ability to continue as a going  concern is an issue  raised as a
result of an accumulated  deficit of $1,515,587 as of March 31, 2001 compared to
a deficit of $965,074 at December 31, 2000. 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

                                        3

<PAGE>



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, and are incorporated herein by this reference.

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




                                   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 5th day of June 2001.




Learner's World, Inc.                                   June 5, 2001


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
























                                        4

<PAGE>


                                INDEX TO EXHIBITS

         No.      Page No.          Description

         3(i)     *                 Certificate of Incorporation of Learner's
                                    World, Inc., a New York corporation, dated
                                    June 27, 1996.

         3(ii)    *                 Certificate of Amendment of the Articles
                                    of Incorporation of the Company filed on
                                    April 11, 1997 effecting the change of the
                                    authorized number of shares to 20,000,000,
                                    par value to $.0001 and effecting a
                                    39,000-for-1 forward split of the issued
                                    shares.

         3(iii)   *                 Certificate of Amendment of the Articles
                                    of Incorporation of the Company filed on
                                    January 31, 1999 effecting a 1-for-30
                                    reverse split of the issued shares.

         3(iv)    *                 By-laws of the Company.

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

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

         10(iii)  *                 Leases for building located at 208-32 to
                                    208-46 Bell Boulevard, Bayside, New York
                                    11360.



  * incorporated by reference from Form 10-SB/A filed March 22, 2000.









                                        5

<PAGE>