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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   -----------

                                FORM 10-K/A No.1

     (MARK ONE)

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

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

                                       OR

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

                    FOR THE TRANSITION PERIOD FROM _______ TO

                         COMMISSION FILE NUMBER: 0-27417

                                   -----------

                               LEARN2 CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                DELAWARE                                 76-0518568
        (STATE OF INCORPORATION)            (I.R.S. EMPLOYER IDENTIFICATION NO.)
          111 HIGH RIDGE ROAD                               06905
         STAMFORD, CONNECTICUT                           (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (203) 975-9602
        SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                    COMMON STOCK, PAR VALUE $0.001 PER SHARE
                                (TITLE OF CLASS)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes  X  No
                                              ---    ---

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. ___

         As of March 20, 2002, there were approximately 75,576,764 shares of the
registrant's Common Stock outstanding. The aggregate market value of the Common
Stock held by non-affiliates of the registrant (based on the closing price of
the Common Stock on The Nasdaq National Market) on March 20, 2002 was
approximately $10,406,308 or $0.14 per share (calculated by excluding shares
actually owned by our current directors and officers).


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                                EXPLANATORY NOTE

         This Amendment to our Annual Report on Form 10-K for the year ended
December 31, 2001 is being filed solely to correct typographical errors in the
Report of Independent Public Accountants (Arthur Andersen LLP) on Page F-1
and the Report of Independent Auditors (Ernst & Young LLP) on Page F-2. Other
than these corrections, none of the information contained in our Form 10-K
filed on April 1, 2002 has been revised or amended.

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                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors and Stockholders of
Learn2 Corporation:

         We have audited the accompanying consolidated balance sheet of Learn2
Corporation (a Delaware corporation) as of December 31, 2001, and the related
statements of operations, redeemable convertible preferred stock and
stockholders' equity (deficit) and cash flows for the year then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

         We conducted our audit in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

         In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Learn2 Corporation
as of December 31, 2001, and the results of its operations and its cash flows
for the year then ended in conformity with accounting principles generally
accepted in the United States.

         The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has suffered recurring losses and negative
cash flow from operations that raises substantial doubt about its ability to
continue as a going concern. Management's plans in regard to these matters are
also described in Note 1. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

                                         Arthur Andersen LLP


New York, New York
March 13, 2002



                                       F-1


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                REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

The Board of Directors and Stockholders
E-Stamp Corporation

         We have audited the accompanying balance sheets of Learn2 Corporation
(formerly E-Stamp Corporation) as of December 31, 2000, and the related
statements of operations, redeemable convertible preferred stock and
stockholders' equity (deficit), and cash flows for each of the two years in the
period ended December 31, 2000. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

         We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

         In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Learn2 Corporation
(formerly E-Stamp Corporation) at December 31, 2000, and the results of its
operations and its cash flows for each of the two years in the period ended
December 31, 2000, in conformity with accounting principles generally accepted
in the United States.

         The accompanying financial statements have been prepared assuming that
Learn2 Corporation (formerly E-Stamp Corporation) will continue as a going
concern. As more fully described in Note 1, in April 2001, the Company announced
its intention to cease its current business operations prior to its proposed
merger with Learn2.com. This condition raises substantial doubt about the
Company's ability to continue as a going concern. The financial statements do
not include any adjustments to reflect the possible future effects on the
recoverability and classification of assets or the amounts and classification of
liabilities that may result from the outcome of this uncertainty.

                                           /s/ ERNST & YOUNG LLP

Palo Alto, California
February 20, 2001
except for the second paragraph of Note 1,
as to which the date is April 20, 2001.


                                       F-2


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                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, in Stamford, Connecticut, on April 3,
2002.

                                  LEARN2 CORPORATION

                                  BY: /s/ Marc E. Landy
                                      ----------------------
                                      Name:  Marc E. Landy
                                      Title: Executive Vice President,
                                             Chief Financial Officer, Secretary
                                             and Treasurer