SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 2, 2001
LearningStar Corp.
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(Exact name of registrant as specified in its charter)
Delaware 000-32613 77-0559897
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(State of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
2 Lower Ragsdale Drive, Suite 200
Monterey, California 93940
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(Address of principal executive offices) (Zip Code)
(831) 333-2000
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(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS.
In a press release dated May 4, 2001, LearningStar Corp., a Delaware
corporation (the "Company"), announced that it had received written notification
from the Nasdaq Listing Qualifications Department stating that the Company's
common stock failed to comply with the market value of public float requirement
for initial listing on the Nasdaq National Market. As permitted under Nasdaq
rules, the Company has appealed the delisting determination, which will suspend
the delisting process pending a decision by the Nasdaq Listing Qualifications
Panel. The Company believes that it will be eligible to list its securities on
the Nasdaq SmallCap Market should they be delisted from the Nasdaq National
Market. There is no assurance that the Company's common stock will continue to
be listed on the Nasdaq Stock Market.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Not applicable.
(b) PRO FORMA FINANCIAL INFORMATION.
Not applicable.
(c) EXHIBITS.
99.1 Press Release of LearningStar Corp., dated May 4, 2001.
SIGNATURE
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 hereunto duly authorized.
Dated: May 4, 2001
LEARNINGSTAR CORP.
By: /s/ Robert J. Cahill
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Robert J. Cahill
Chief Financial Officer
EXHIBIT INDEX
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99.1 Press Release of LearningStar Corp., dated May 4, 2001.