UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 12b-25

             [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q

For Period Ended: December 31, 2000                    SEC FILE NUMBER 000-28513
                                                        CUSIP NUMBER 522001 30 4
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For Period Ended: March 31, 2000

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Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates: Entire Form 10-Q

Part I - Registrant Information

         Full Name of Registrant                  Learner's World, Inc.
                                                  ----------------------

         Former Name if Applicable                 N/A
                                                   -----------

         Address of Principal Executive Office:
                  369 Avenue U
                  Brooklyn, New York 12233

Part II--RULES 12b-25 (b) AND (c)

         If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b) the following
should be completed. (Check box if appropriate)

         (a)      The reasons described in reasonable detail in Part III of this
                  form could not be eliminated without unreasonable effort or
                  expense;

[X]               (b) The subject annual report, semi-annual report, transition
                  report on Form 10-K, Form 2-F, 11- F, or From N-SAR, or
                  portion thereof will be filed on or before the fifteenth
                  calendar day following the prescribed due date; or the subject
                  quarterly report or transition report on Form 10-Q, or portion
                  thereof will be filed on or before the fifth calendar day
                  following the prescribed due date; and







         (c)      The accountant's statement or other exhibit required by Rule
                  12b-25(c) has been attached if applicable.

Part III - Narrative

         State below in reasonable detail the reasons why form 10-K, 11-K, 20-F,
10-Q or N-SAR or portion thereof could not be filed within the prescribed time
period.

         The Company's accountant has been ill. As a result the Company has not
been able to compile the information that is required to be disclosed in its
10-KSB. Consequently, the Company may not be able to file its Form 10-KSB on
time without unreasonable effort or expense.


Part IV - Other Information

         (1)      Name and telephone number of person to contact in regard to
                  this notification.

               Salvatore Casaccio    President            (718)449-3194
               ----------------------------------------------------------------
               (Name)                 (Title)         (Telephone Number)

         (2)      Have all other periodic reports required under section 13 or
                  15(d) of the Securities Exchange Act of 1934 or section 30 of
                  the Investment Company Act of 1940 during the 12 months or for
                  such shorter period that the registrant was required to file
                  such report(s) been filed? If the answer if no, identify
                  report(s).
                                                    (X ) Yes  ( )  No

         (3)      Is it anticipated that any significant change in results of
                  operations from the corresponding period for the last fiscal
                  year will be reflected by the earnings statements to be
                  included in the subject report or portion thereof?
                                                    ( ) Yes  (X ) No

                  If so, attach an explanation of the anticipated change, both
                  narrative and quantitatively, and, if appropriate, state the
                  reasons why a reasonable estimate of the results cannot be
                  made.


                      N/A


                              Learners World, Inc.
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                  (Name of Registrant as specified in Charter)

has caused this notification to be signed on its behalf by the undersigned there
unto duly authorized.


Date: March 28, 2001                       By: /s/ Salvatore Casaccio
      --------------                          -------------------------
                                          Name: Salvatore Casaccio
                                          Title:    President