SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)

     [X] Quarterly  report under Section 13 or 15(d) of the Securities  Exchange
Act of 1934 for the quarterly period ended June 30, 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 June 30, 2000 was 9,916,250


<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. and
subsidiaries  and  predecessors   unless  otherwise   indicated.   Consolidated,
unaudited,  condensed interim financial statements including a balance sheet for
the Company as of the quarter ended June 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-4 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 June 30, 2000
<CAPTION>


                                     ASSETS

Current assets
<S>                                                                   <C>
     Cash                                                                  $            17,063
     Receivables                                                                         8,416
     Receivable from shareholders                                                            -
                                                                            ------------------
         Total current assets                                                           25,479
                                                                            ------------------

Property and equipment, net of accumulated depreciation                                975,303
                                                                            ------------------

Other assets

     School licensing                                                                    1,144
     Security deposits                                                                  52,214
                                                                            ------------------
         Total other assets                                                $            53,358
                                                                            ------------------

         Total assets                                                      $         1,054,140
                                                                            ==================

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities

     Accounts and notes payable                                            $            90,906
     Taxes payable                                                                      65,565
     Current portion of long term debt - non stockholders                               16,296
                                                                            ------------------
         Total current liabilities                                                     172,767
                                                                            ------------------

Long-term liabilities

     Term debt - long term portion - non stockholders                                    4,377
     Due to stockholders                                                             1,114,726
                                                                            ------------------
         Total other liabilities                                                     1,119,103
                                                                            ------------------

         Total liabilities                                                           1,291,870
                                                                            ------------------

Stockholders' equity (deficit)

     Common stock, $.0001 par value
         20,000,000 shares authorized with 9,776,250 and
         140,000 shares issued and outstanding                                             978
     Paid in capital                                                                 1,197,343
     Stock issued (not paid)                                                         (262,500)
     Retained Earnings (deficit)                                                   (1,173,551)
                                                                            ------------------
         Total stockholders' equity (deficit)                                        (237,730)
                                                                            ------------------

         Total liabilities and stockholders' equity (deficit)              $         1,054,140
                                                                            ==================

</TABLE>



                                       F-1
<PAGE>


<TABLE>

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


<CAPTION>

                                                            Three Months Ended               Six Months Ended
                                                                 June 30,                        June 30,

                                                             2000            1999              2000               1999
                                                     ============    ============    ==============    ===============
<S>                                                <C>             <C>             <C>                <C>
Revenue                                            $      365,581   $     323,586   $       755,766   $        662,428
                                                      ============    ============    ==============    ===============

Expenses

    Cost of sales                                         199,610         241,658           420,990            467,472

    General and administrative                            185,293         185,923           436,095            379,520

    Depreciation, amortization and interest                29,113          69,030            58,221             98,636
                                                      ------------    ------------    --------------    ---------------

Total expenses                                            414,016         496,611           915,306            945,628
                                                      ------------    ------------    --------------    ---------------

Income (loss) from continuing operations
  before income taxes                                     (48,435)       (173,025)         (159,540)          (283,200)

Provision for income taxes                                        -           600                 -                600
                                                      ------------    ------------    --------------    ---------------

Net (loss)                                         $      (48,435)   $   (173,625)   $     (159,540)   $      (283,800)
                                                      ============    ============    ==============    ===============

Income (loss) per weighted-average share
  of common stock outstanding
    Basic net (loss) per share                     $        (0.00)   $      (0.03)   $        (0.07)   $         (0.05)
                                                      ============    ============    ==============    ===============

Weighted-average number of common
  stock outstanding                                     9,776,250       6,206,979         9,776,250          6,206,979
                                                      ============    ============    ==============    ===============

</TABLE>









                                       F-2


<PAGE>



<TABLE>

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

                                                                                2000           1999
                                                                         ===============  ================
<S>                                                                     <C>               <C>
Cash Flows From Operating Activities
     Net (loss)                                                           $     (159,540) $    (283,800)
                                                                            ------------  -------------

Adjustments To Reconcile Net (Loss) To Net Cash
   Used In Operating Activities

      Depreciation, net of adjustment                                             52,196         71,474
      Amortization                                                                   606              -
      Stock issued for services                                                        -              -
      Interest eliminated and reclassified to paid in capital                          -              -
      Decrease (Increase) in receivables                                           1,439              -
      Decrease (Increase) in receivables from stockholders                        70,000        (50,000)
      Increase (Decrease) in accounts and notes payable                           19,442        (49,121)
      Increase (Decrease) in taxes payable                                         2,213              -
                                                                            ------------  -------------
                 Net Adjustment                                                  145,896        (27,647)
                                                                            ------------  -------------

                 Net Cash (Used) In Operating Activities                         (13,644)      (311,447)
                                                                            ------------  -------------

Cash Flows From Investing Activities

      Purchase of equipment                                                      (35,000)       (63,132)
      Purchase of school licensing                                                     -              -
                                                                            ------------  -------------
                 Net Cash (Used) By Investing Activities                         (35,000)       (63,132)
                                                                            ------------  -------------

Cash Flows From Financing Activities

      (Decrease) Increase in notes and loans payable

        non stockholders                                                         (12,376)        (6,200)
      (Decrease) Increase in notes and loans payable
        stockholders                                                              37,805         42,584
      Proceeds from unpaid capital stock issued                                   16,563        352,500
                                                                            ------------  -------------
                 Net Cash Provided By Financing Activities                        41,992        388,884
                                                                            ------------  -------------

Net Increase (Decrease) In Cash                                                   (6,652)        14,305

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

Cash - Ending                                                             $       17,063 $       16,500
                                                                            =============  =============

Other Information

       Interest paid in cash                                              $        5,419 $            -
                                                                            =============  =============

Non Cash Items

       Stock issued for services                                          $            -$             -
       Stock issued for debt conversion                                                -        120,000
       Debt to shareholders contributed to paid in capital                $            -$             -

</TABLE>


                                       F-3


<PAGE>



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


NOTE 1 - BASIS OF PRESENTATION

         The interim consolidated  financial statements at June 30, 2000 and for
         the six month periods ended June 30, 2000 and 1999 are  unaudited,  but
         include all adjustments which the management  considers necessary for a
         fair  presentation.  . The December 31, 1999 balance  sheet was derived
         from the Company's audited financial statements.

         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 six month  periods ended June 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 June 30,  2000.  The  amount
         receivable of $262,500 is secured by marketable securities.

                                       F-4


<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's  earns  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 on line 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 on line 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  simulated test environment for time and content as well as
a specific section on test taking techniques for the particular exam By offering
it's 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  second  quarter  of 2000,  the  Company  continued  to  improve  its
financial  condition.  The Company  increased its revenues  over the  comparable
quarter and six month period in 1999. As a direct  result of increased  revenues
for the  second  quarter  of 2000 and the year  ended  December  31,  1999,  the
Company's overall financial health is improving.

Three Months ended June 30, 2000.  Six Months ended June 30, 2000

Gross  revenues for the three months ended June 30, 2000 were $365,581  compared
to  $323,586  for the same period in 1999,  an  increase  of $41,995.  The gross
revenues  for the  three  months  ended  June 30,  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 six months ended June 30, 2000 were $755,766  compared to
$662,428 for the same period in 1999, an increase of $93,338. The gross revenues
for the six months  ended June 30,  2000,  were higher than the  comparable  six
months  in 1999  due to an  increase  in  tuition  and  fees  collected  from an
increased number of students.

Costs of revenues  were  $199,610  for the three  months ended on June 30, 2000,
compared  to  $241,658  for  the  comparable  period  in  1999,  a  decrease  of
approximately 17.4%.

Costs of  revenues  were  $420,990  for the six months  ended on June 30,  2000,
compared  to  $467,472  for  the  comparable  period  in  1999,  a  decrease  of
approximately 10%.

Net losses were $48,435 for the three months ended on June 30, 2000 and $173,625
for the  comparable  three months in 1999.  Net loss as a percentage of revenues
for the three month  periods were -13% and -53%,  respectively.  The decrease in
net losses  resulted from a decrease in total expenses  coupled with an increase
in revenues.

Net losses were  $159,540 for the six months ended on June 30, 2000 and $283,800
for the  comparable six months in 1999. Net loss as a percentage of revenues for
the six month  periods  were -21% and -67%,  respectively.  The  decrease in net
losses  resulted from a decrease in total  expenses  coupled with an increase in
revenues.

General, and administrative expenses were $185,293 for the three months ended on
June 30, 2000 and  $185,923  for the  comparable  period in 1999,  a decrease of
$630, or less than 1%.

General,  and administrative  expenses were $436,095 for the six months ended on
June 30, 2000 and $379,520  for the  comparable  period in 1999,  an increase of
$56,575.  The primary reason for the increase was an increase in  administrative
costs during the first quarter.

Operating  loss was  $48,435  during the three  months  ended on June 30,  2000,
compared to an  operating  loss of $173,625 for the  comparable  three months in
1999.  The  Company's  operating  loss  decreased  $125,190 or 72% for the three
months  ended June 30, 2000 because of a decline in cost of revenues and General
and Administrative costs coupled with an increase in revenues.

Operating  loss was  $159,540  during  the six  months  ended on June 30,  2000,
compared to an operating loss of $283,800 for the comparable six months in 1999.
The  Company's  operating  loss  decreased  $124,260 or 43.8% for the six months
ended June 30,  2000  because of a decline in cost of  revenues  and General and
Administrative costs coupled with an increase in revenues.

Capital Resources and Liquidity

The  Company had a net working  capital  deficit of $147,288  for the six months
ended June 30, 2000, as compared to a $47,524 net working  capital deficit as of
December 31, 1999.

Net  stockholders'  deficit in the  Company was  $237,730  as of June 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.

                                        3


<PAGE>



Cash flows used in  operations  were  $13,644 for the six months  ended June 30,
2000 as compared to cash flows used in operations of $311,477 for the comparable
period in 1999.  Negative  cash flows are  primarily  attributable  to marketing
costs.

Cash flows used by  investing  activities  were $35,000 for the six months ended
June 30, 2000 and $63,132 for the six months ended June 30, 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 $41,992 for the six months
ending June 30, 2000, as compared to $388,884 for the comparable period in 1999.
The  Company's   financing   activities  have  primarily  consisted  of  private
placements of its common stock.

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  the debt
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 second quarter of 2000, 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 quarter ended June 30, 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

                                        4


<PAGE>



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 $1,173,551 as of June 30, 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.

Year 2000 Compliance

The Year 2000 problem is a result of computer  programs  being written using two
digits  to define  the  applicable  year.  If not  corrected,  any  programs  or
equipment that have time  sensitive  components  could fail or create  erroneous
results.  As of August 1, 2000,  The Company has not  experienced  any year 2000
problems.

                                     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.





                 [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 10th day of August, 2000.

Learner's World, Inc.

/s/ Sal Casaccio                               August 10, 2000
-----------------
President, Chief Executive Officer and Director



/s/ Sal Casaccio                               August 10, 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)(a)      *     Acquisition  Agreement between the Company's  majority owned
                    subsidiary   Innovative   Property   Development  Corp.  And
                    Diversified   Holdings  -  I,  Inc.,  dated  April  2,  1999
                    (incorporated  herein by reference from Exhibit No. 10(i)(a)
                    to the  Company's  Form 10KSB for the period ended  December
                    31, 1998).

10(i)(b)      *     Real Estate Purchase  Agreement between Oasis  International
                    Hotel &  Casino,  Inc.,  a  consolidated  subsidiary  of the
                    Company, and Pienne Chow Sau Har, consummated on January 11,
                    1999,  regarding  the sale of a  one-half  interest  in 1.45
                    acres in Oasis,  Nevada  (incorporated  herein by  reference
                    from Exhibit No.  10(i)(b) to the Company's  Form 10-KSB for
                    the period ended December 31, 1998).

10(i)(c)      *     Real Estate Purchase  Agreement between Oasis  International
                    Hotel &  Casino,  Inc.,  a  consolidated  subsidiary  of the
                    Company,  and Oasis Fields,  L.L.C.,  consummated on January
                    11, 1999,  regarding the sale of 2.45 acres in Oasis, Nevada
                    (incorporated  herein by reference from Exhibit No. 10(i)(c)
                    to the Company's  Form 10-KSB for the period ended  December
                    31, 1998).

27                  Financial Data Schedule "CE"

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


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