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, 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 May 15, 2000 was 10,270,007


<PAGE>




                                TABLE OF CONTENTS

                                     PART I

ITEM 1.  FINANCIAL STATEMENTS.................................................3

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS.................................4


                                     PART II

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

SIGNATURES....................................................................7

INDEX TO EXHIBITS.............................................................8











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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 March 31, 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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                                        3


<PAGE>

<TABLE>

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


                                                                    March 31,     December 31,
                                                                      2000           1999
                                                                ==============  ===============
                                      ASSETS
<S>                                                          <C>               <C>
Current assets

     Cash                                                      $       10,527   $      23,715
     Receivables                                                        8,416           9,855
     Receivable from shareholders                                    -                 70,000
                                                                -------------    -------------
         Total current assets                                          18,943         103,570
                                                                -------------    -------------
Property and equipment, net of accumulated depreciation             1,001,401         992,499
                                                                -------------    -------------
Other assets

     School licensing                                                   1,447           1,750
     Security deposits                                                 52,214          52,214
                                                                -------------    -------------
         Total other assets                                    $       53,661   $      53,964
                                                                -------------    -------------
         Total assets                                          $    1,074,005   $   1,150,033
                                                                =============    ============

                        LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities

     Accounts and notes payable                                $       60,959   $      71,464
     Taxes payable                                                     62,943          63,352
     Current portion of long term debt - non stockholders              16,296          16,296
                                                                -------------    -------------
         Total current liabilities                                    140,198         151,112
                                                                -------------    -------------

Long-term liabilities

     Term debt - long term portion - non stockholders                   8,376          16,753
     Due to stockholders                                            1,114,726       1,076,921
                                                                -------------    -------------
         Total other liabilities                                    1,123,102       1,093,674
                                                                -------------    -------------
         Total liabilities                                          1,263,300       1,244,786
                                                                -------------    -------------
Stockholders' equity (deficit)
     Commonstock,  $.0001 par value 20,000,000
           shares authorized with 9,776,250 and
           140,000 shares issued and outstanding
           at March 31, 2000 and December 31,
           1999 respectively                                              978             978
     Paid in capital                                                1,197,343       1,197,343
     Stock issued not paid                                           (262,500)       (279,063)
     Retained Earnings (deficit)                                   (1,125,116)     (1,014,011)
                                                                -------------    -------------
         Total stockholders' equity (deficit)                        (189,295)        (94,753)
                                                                -------------    -------------
         Total liabilities and stockholders' equity (deficit)  $    1,074,005   $   1,150,033
                                                                ==============   ============
</TABLE>



                                      F-1

<PAGE>






<TABLE>

                              LEARNER'S WORLD, INC.
                                AND SUBSIDIARIES
            UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                      FOR THE THREE MONTHS ENDING MARCH 31,

<CAPTION>

                                                                   2000            1999
                                                            ================  ===============
<S>                                                       <C>               <C>
Revenue                                                     $      390,185    $    338,842

Expenses

     Cost of sales                                                 221,380         225,814

     General and administrative                                    250,802         193,597

     Depreciation, amortization and interest                        29,108          29,606
                                                             -------------     -----------
Income (loss) from continuing operations before
    income taxes                                                  (111,105)       (110,175)

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


Net (loss)                                                  $     (111,105)   $   (110,175)
                                                             ==============     ===========
 Income (loss) per weighted-average share of common
    stock outstanding

   Basic net (loss) per share                               $        (0.01)    $     (0.04)
                                                             ==============    ============
Weighted-average number of common stock outstanding              7,950,449       2,724,375
                                                             ==============    ============
</TABLE>




                                      F-2

<PAGE>


<TABLE>

                              LEARNER'S WORLD, INC.
                                AND SUBSIDIARIES
             UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
                        FOR THE THREE MONTHS ENDING MARCH 31,


                                                                               2000                1999
                                                                          ==============    =================
Cash Flows From Operating Activities
<S>                                                                     <C>               <C>

     Net (loss)                                                         $       (111,105)   $    (110,175)
                                                                          --------------     ------------
Adjustments To Reconcile Net (Loss) To Net Cash
   Used In Operating Activities

      Depreciation, net of adjustment                                            26,098            8,294
      Amortization                                                                  303                -
      Stock issued for services                                                       -                -
      Interest eliminated and reclassified to paid in capital                         -                -
      Decrease (Increase) in receivables                                          1,439            2,000
      Decrease (Increase) in receivables from stockholders                       70,000          (60,000)
      Increase (Decrease) in accounts and notes payable                         (10,505)         (34,948)
      Increase (Decrease) in taxes payable                                         (409)                -
                                                                          --------------     ------------
                 Net Adjustment                                                  86,926          (84,654)
                                                                          ---------------    ------------
                 Net Cash (Used) In Operating Activities                        (24,179)         (194,829)
                                                                          --------------     ------------
Cash Flows From Investing Activities

      Purchase of equipment                                                     (35,000)               -
      Purchase of school licensing                                                    -                -
                                                                          --------------     ------------
                 Net Cash (Used) By Investing Activities                        (35,000)               -
                                                                          --------------     ------------
Cash Flows From Financing Activities

      (Decrease) Increase in notes and loans payable
        non stockholders                                                         (8,377)          (6,200)
      (Decrease) Increase in notes and loans payable
        stockholders                                                             37,805           42,584
      Proceeds from unpaid capital stock issued                                  16,563          192,500
                                                                          --------------     ------------
                 Net Cash Provided By Financing Activities                       45,991          228,884
                                                                          --------------     ------------
Net Increase (Decrease) In Cash                                                 (13,188)          34,055

Cash - Beginning                                                                 23,715            2,195
                                                                          --------------     ------------
Cash - Ending                                                           $        10,527   $       36,250
                                                                          ==============     ============
Other Information

       Interest paid in cash                                            $         2,707   $       13,563
                                                                          ==============     ============
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

                                 MARCH 31, 2000

NOTE 1 - BASIS OF PRESENTATION

         The interim consolidated financial statements at March 31, 2000 and for
         the three month  periods  ended March 31, 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 three month  periods  ended March 31, 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 - YEAR 2000/2001 CONSIDERATIONS

         Management  has  assessed  the  Company's  exposure  to date  sensitive
         computer software programs that may not be operative subsequent to 1999
         and has  implemented  a  requisite  course of action to  minimize  Year
         2000/2001 risk and ensure that neither significant costs nor disruption
         of normal business operations are encountered.  However,  because there
         is no guarantee  that all systems of outside  vendors or other entities
         affecting  the Company's  operation  will be 2000/2001  compliant,  the
         Company  remains  susceptible  to  consequences  of the year  2000/2001
         issue.

                                       F-4


<PAGE>



NOTE 4 - 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 March 31,  2000.  The amount
         receivable of $262,500 is fully secured by marketable securities.

NOTE 5 - GOING CONCERN

         The  Company has a net equity  deficit of  $208,238 at March 31,  2000,
         which is $113,485  more  deficit  than at  December  31,  1999.  Unless
         additional  funds are  obtained,  either from  positive  cash flow from
         operations  or from other  sources,  the Company could  jeopardize  its
         ability  to  continue  as a  going  concern.  Presently,  the  majority
         shareholders  continue  funding  the  operations  of the  Company  when
         needed.

                                       F-5



<PAGE>



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

General

         During the first  quarter of 2000,  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 1999. As a direct result of increased
revenues for the first quarter of 2000 and the year ended December 31, 1999, 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, 2000 were  $390,185  compared to
$338,842 for the same period in 1999, an increase of $51,343. The gross revenues
for March 31, 2000,  were higher than the  comparable  quarter in 1999 due to an
increase in tuition and fees collected from an increased number of students.

Costs of  revenues  were  $221,380  for the  quarter  ended on March  31,  2000,
compared  to  $225,814  for  the  comparable  period  in  1999,  a  decrease  of
approximately 2%.

Gross profit was  $168,805 for the quarter  ended on March 31, 2000 and $113,028
for the comparable quarter in 1999. Gross profit as a percentage of revenues was
43% and 33%, respectively.

Selling,  general,  and  administrative  expenses  were $279,910 for the quarter
ended on March 31,  2000 and  $223,203  for the  comparable  period in 1999,  an
increase  of  $56,707.  The  primary  reason  for the  increase/decrease  was an
increase in other administrative costs.

Operating loss was $111,105 during the quarter ended on March 31, 2000, compared
to an  operating  loss of  $110,175  for the  comparable  quarter  in 1999.  The
Company's  operating loss increased less than 1% for the quarter ended March 31,
2000.

Capital Resources and Liquidity

The Company had a net working  capital deficit of $121,255 for the quarter ended
March 31, 2000, as compared to a $47,542 deficit at the end of March 31, 1999.

Net  stockholders'  deficit in the  Company was  $189,295 as of March 31,  2000,
compared  to  stockholder's  deficit of $94,753 as of  December  31,  1999.  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
ofthe  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 first quarter of 2000, the Company did not issue any equity
securities to finance its operations.

                                        4


<PAGE>



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, 2000 or 1999.

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.

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 $1,125,116 as of March 31, 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.

                                        5


<PAGE>



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 May 15,  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.
     -------------------












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                                        6


<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 2nd day of June 2000.

Learner's World, Inc.

/s/ Sal Casaccio                                               June 2, 2000
--------------------
President, Chief Executive Officer and Director

/s/ Sal Casaccio                                               June 2, 2000
--------------------
Controller








                                        7


<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).

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


                                        8