SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           ---------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           ---------------------------

                              Learner's World, Inc.
                              ---------------------
             (Exact name of registrant as specified in its charter)

         New York                                      11-33313 50
         ----------                                    -----------
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization)

                        369 Avenue U, Brooklyn, NY 11223
                        --------------------------------
                    (Address of principal executive offices)

                 The 2001 Benefit Plan of Learner's World, Inc.
                 ----------------------------------------------
                            (Full title of the plan)


                 Sal Casaccio, 369 Avenue U, Brooklyn, NY 11223
                (Name, address, including zip code, of agent for
                                    service)

                   Telephone number for Issuer: (212) 888-6822
                                 ---------------
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
<S>                         <C>              <C>                    <C>                    <C>

Title of Securities to be    Amounts to       Proposed Maximum       Proposed Maximum       Amount of
Registered                   be               Offering Price Per     Aggregate Offering     Registration
                             Registered       Share(1)               Price                  Fee
Common Stock, 0.0001 par
value                        3,000,000        $0.03                  $90,000                $22.50

==========================   ================ ==================     ===================    ============
</TABLE>

     (1)  Bona Fide estimate of maximum  offering  price solely for  calculating
          the  registration fee pursuant to Rule 457(h) of the Securities Act of
          1933,  based on the average  bid and asked  price of the  registrant's
          common stock as of May 11, 2001 a date within five business days prior
          to the date of filing of this  registration  statement.

          In   addition,  pursuant to Rule 416(c) under the Securities  Act of
          1933,  this Registration  Statement also covers an indeterminate
          amount of interests to be offered or sold pursuant to the Plan
          described herein.



                                    Page -1-


<PAGE>




                   2001 Benefit Plan of Learner's World, Inc.
                  Cross-Reference Sheet Pursuant to Rule 404(a)

     Cross-reference  between  items of Part I of Form S-8 and the Section 10(a)
Prospectus that will be delivered to each employee,  consultant, or director who
participates in the Plan.

Registration Statement Item Numbers and Headings       Prospectus Heading

1.       Plan Information                              Section 10(a) Prospectus

2.       Registrant Information and                    Section 10(a) Prospectus
         Employee Plan Annual Information



                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The following documents filed by Learner's World, Inc., a New York
corporation (the "Company"), with the Securities and Exchange Commission (the
"Commission") are hereby incorporated by reference:

         1.       The Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2000.

         2.       All reports filed by the Company with the Commission pursuant
to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year ended December 31, 2000.

         Prior to the filing, if any, of a post-effective amendment that
indicates that all securities covered by this Registration Statement have been
sold or that de-registers all such securities then remaining unsold, all reports
and other documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such reports and documents.

Item 4.  Description of Securities

         The common stock of the Company being registered pursuant to this
Registration Statement is part of a class of securities registered under Section
12 of the Exchange Act. A description of such securities is contained in the
Company's Form 10-SB filed with the Commission on December 15, 1999, and any
amendment or report filed for the purpose of updating such description. Said
description is incorporated herein by reference. (See "Item 3. Incorporation of
Documents by Reference.")





                                    Page -2-

<PAGE>



Item 5. Interests of Named Experts and Counsel

     Richard D.  Surber,  an attorney  licensed to practice  law in the State of
California is named herein as having  rendered an opinion on the validity of the
securities being registered herein and with respect to legal matters  concerning
the registration and offering of the securities  referred to herein.  Mr. Surber
will receive  1,170,000  shares of the Company's  $0.0001 par value common stock
which will represent 9.99% of the issued and outstanding  shares of the Company.
The shares are to be received by Mr. Surber for services rendered to the Company
with respect to corporate legal work and advise to the Company.

Item 6. Indemnification of Directors and Officers

Article  7,  Section  721  through  726 of the  New  York  Statues  provide  for
indemnification  of the Company's  officers and directors in certain  situations
where they might otherwise  personally  incur liability,  judgments,  penalties,
fines and  expenses in  connection  with a  proceeding  or lawsuit to which they
might become parties because of their position with the Company.

In accordance with the provisions  referenced above, the Company shall indemnify
to the fullest  extent  permitted  by it bylaws,  and in the manner  permissible
under the laws of the State of New York,  any person made,  or  threatened to be
made,  a  party  to  an  action  or   proceeding,   whether   criminal,   civil,
administrative  or  investigative,  by  reason  of the fact  that he is or was a
director or officer of the Company,  or served any other enterprise as director,
officer or employee at the request of the Company.  The Board of  Directors,  in
its  discretion,  shall have the power on behalf of the Company to indemnify any
person,  other than a director or officer,  made a party to any action,  suit or
proceeding  by  reason  of the fact that  he/she  is or was an  employee  of the
Company.

Insofar  as  indemnification  for  liabilities  arising  under  the  Act  may be
permitted to directors,  officers and  controlling  persons of the Company,  the
Company has been  advised  that in the opinion of the  Securities  and  Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against  such  liabilities  ( other than the  payment by the Company of expenses
incurred or paid by a director,  officer or controlling person of the Company in
the successful  defense of any action,  suit or proceedings) is asserted by such
director, officer, or controlling person in connection with any securities being
registered,  the Company  will,  unless in the opinion of its counsel the matter
has been  settled  by  controlling  precedent,  submit  to court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issues.

Item 7.   Exemption from Registration Claimed

No restricted securities are being re-offered or resold pursuant to this
registration statement.

Item 8. Exhibits.

         The exhibits attached to this Registration Statement are listed in the
Exhibit Index, which is found on page 7.


Item 9.  Undertakings


                                    Page -3-

<PAGE>




(a)      The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
         a post-effective amendment to this Registration Statement to include
         any material information with respect to the plan of distribution not
         previously disclosed in the Registration Statement or any material
         change to such information in the Registration Statement.

         (2) To treat, for the purpose of determining any liability under the
         Securities Act of 1933, each such post-effective amendment as a new
         registration statement relating to the securities offered therein, and
         the offering of such securities at that time shall be deemed to be the
         initial bona fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
         any of the securities being registered which remain unsold at the
         termination of the offering.

(b)  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.



                                    Page -4-

<PAGE>



                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, on May 11, 2001.
                                   Learner's World, Inc.


                                   By: /s/ Salvatore Casaccio
                                   -------------------------------------
                                   Salvatore Casaccio, as President and Director



                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints Salvatore Casaccio with power of substitution, as
his attorney-in-fact for him, in all capacities,  to sign any amendments to this
registration  statement and to file the same,  with  exhibits  thereto and other
documents in connection therewith,  with the Securities and Exchange Commission,
hereby  ratifying  and  confirming  all  that  said   attorney-in-fact   or  his
substitutes may do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.


Signature                     Title                            Date



 /s/Salvatore Casaccio        President and Director           May 11, 2001
-----------------------
Salvatore Casaccio


 /s/ Aggripino Casaccio       Director                         May 11, 2001
-----------------------
Aggripino Casaccio


 /s/  Carmine Notaro          Director                         May 11, 2001
---------------------
Carmine Notaro






                                    Page -5-

<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549




                                    EXHIBITS

                                       TO

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933




                              Learner's World, Inc.
                            (a New York corporation)









                                    Page -6-

<PAGE>






<TABLE>
<CAPTION>

INDEX TO EXHIBITS

<S>        <C>               <C>                                                  <C>

                                                                                   Page
Exhibits    SEC Ref. No.      Description of Exhibit
--------    ------------      ----------------------
   A             4            2001 Stock Benefit Plan of the Company                8
   B          5, 23(b)        Opinion and consent of Counsel with respect to        14
                              the legality of the issuance of securities being
                              issued

   C           23(a)          Consent of Accountant                                 17
   D             99           Section 10(a) Prospectus                              18

</TABLE>





















                                    Page -7-

<PAGE>










                              THE 2001 BENEFIT PLAN

                                       OF

                              LEARNER'S WORLD, INC.











                                    Page -8-

<PAGE>



                 THE 2001 BENEFIT PLAN OF LEARNER'S WORLD, INC.

     Learner's  World,  Inc., a New York  corporation  (the  "Company"),  hereby
adopts The 2001 Benefit Plan of Learner's World,  Inc. (the "Plan") this 3rd day
of May, 2001.  Under the Plan, the Company may issue stock,  or grant options to
acquire the Company's common stock,  par value $0.0001 (the "Stock"),  from time
to time to  employees of the Company or its  subsidiaries,  all on the terms and
conditions set forth herein ("Benefits").  In addition, at the discretion of the
Board of Directors, Benefits may from time to time be granted under this Plan to
other  individuals,  including  consultants  or advisors,  who contribute to the
success of the Company or its  subsidiaries but are not employees of the Company
or its  subsidiaries,  provided  that bona fide  services  shall be  rendered by
consultants  and advisors and such services  must not be in connection  with the
offer or sale of securities in a  capital-raising  transaction.  No stock may be
issued,  or option granted under the benefit plan to consultants,  advisors,  or
other  persons who directly or  indirectly  promote or maintain a market for the
Company's securities.

1. Purpose of the Plan.  The Plan is intended to aid the Company in  maintaining
and developing a management team,  attracting  qualified  officers and employees
capable of assuring  the future  success of the  Company,  and  rewarding  those
individuals who have contributed to the success of the Company.  The Company has
designed  this  Plan to aid it in  retaining  the  services  of  executives  and
employees and in attracting new personnel when needed for future  operations and
growth and to provide such  personnel  with an incentive to remain  employees of
the Company,  to use their best efforts to promote the success of the  Company's
business,  and to  provide  them with an  opportunity  to obtain or  increase  a
proprietary  interest in the Company.  It is also designed to permit the Company
to  reward  those  individuals  who are not  employees  of the  Company  but who
management  perceives to have  contributed  to the success of the Company or who
are important to the continued business and operations of the Company. The above
goals will be achieved through the granting of Benefits.

2. Administration of this Plan.  Administration of this Plan shall be determined
by the Company's  Board of Directors (the "Board").  Subject to compliance  with
applicable   provisions   of  the   governing   law,   the  Board  may  delegate
administration  of this Plan or specific  administrative  duties with respect to
this Plan on such terms and to such  committees  of the Board as it deems proper
(hereinafter the Board or its authorized committee shall be referred to as "Plan
Administrators").  The interpretation and construction of the terms of this Plan
by  the  Plan  Administrators   thereof  shall  be  final  and  binding  on  all
participants in this Plan absent a showing of  demonstrable  error. No member of
the Plan  Administrators  shall be liable for any action taken or  determination
made in good faith with respect to this Plan. Any Benefit approved by a majority
vote of those Plan  Administrators  attending a duly and  properly  held meeting
shall  be  valid.  Any  Benefit  approved  by the Plan  Administrators  shall be
approved as specified by the Board at the time of delegation.

3. Shares of Stock  Subject to this Plan. A total of three  million  (3,000,000)
shares of Stock may be subject to, or issued pursuant to, Benefits granted under
this Plan. If any right to acquire Stock granted under this Plan is exercised by
the  delivery  of shares of Stock or the  relinquishment  of rights to shares of
Stock,  only the net shares of Stock issued (the shares of stock issued less the
shares of Stock  surrendered)  shall count  against  the total  number of shares
reserved for issuance under the terms of this Plan.



                                    Page -9-

<PAGE>




4. Reservation of Stock on Granting of Option. At the time any Option is granted
under the terms of this Plan,  the Company  will reserve for issuance the number
of shares of Stock subject to such Option until it is exercised or expires.  The
Company may reserve  either  authorized  but  unissued  shares or issued  shares
reacquired by the Company.

5.  Eligibility.  The Plan  Administrators  may  grant  Benefits  to  employees,
officers, and directors of the Company and its subsidiaries,  as may be existing
from time to time, and to other individuals who are not employees of the Company
or its  subsidiaries,  including  consultants  and advisors,  provided that such
consultants  and  advisors  render  bona fide  services  to the  Company  or its
subsidiaries  and such services are not rendered in connection with the offer or
sale of  securities  in a  capital-raising  transaction.  In any case,  the Plan
Administrators  shall  determine,  based on the  foregoing  limitations  and the
Company's best interests, which employees, officers, directors,  consultants and
advisors  are eligible to  participate  in this Plan.  Benefits  shall be in the
amounts, and shall have the rights and be subject to the restrictions, as may be
determined by the Plan  Administrators,  all as may be within the  provisions of
this Plan.

6.  Term of Options issued as Benefits and Certain Limitations on Right to
    Exercise.

         a.       Each Option issued as a benefit hereunder ("Option") shall
         have its term established by the Plan Administrators at the time the
         Option is granted.

         b.       The term of the Option, once it is granted, may be reduced
         only as provided for in this Plan and under the express written
         provisions of the Option.

         c.       Unless otherwise  specifically  provided by the written
         provisions of the  Option  or  required  by  applicable  disclosure
         or other  legal requirements  promulgated by the  Securities  and
         Exchange  Commission ("SEC"),   no   participant   of  this   Plan  or
         his  or  her  legal representative, legatee, or distributee will be,
         or shall be deemed to be, a holder of any shares  subject to an Option
         unless and until such participant  exercises his or her right to
         acquire all or a portion of the  Stock   subject  to  the  Option  and
         delivers   the   required consideration to the Company in accordance
         with the terms of this Plan and then only as to the number of shares
         of Stock acquired.  Except as specifically  provided  in  this  Plan
         or as  otherwise  specifically provided by the written provisions of
         the Option, no adjustment to the exercise  price or the number of
         shares of Stock subject to the Option shall be made for  dividends or
         other rights for which the record date is prior to the date on which
         the  Stock  subject  to the  Option  is acquired by the holder.

         d.       Options  shall  vest and become  exercisable  at such time or
         times and on such terms as the Plan  Administrators  may  determine at
         the time of the grant of the Option.

         e.       Options may contain such other provisions, including further
         lawful restrictions on the vesting and exercise of the Options as the
         Plan Administrators may deem advisable.

         f.       In no event may an Option be exercised after the expiration of
         its term.

         g.       Options shall be non-transferable, except by the laws of
         descent and distribution.



                                    Page -10-

<PAGE>




7.  Exercise Price.  The Plan  Administrators  shall establish the exercise
price payable to the  Company  for shares to be  obtained  pursuant  to Options
which exercise price may be amended from time to time as the Plan Administrators
shall determine.

8.  Payment of Exercise Price.  The exercise of any Option shall be contingent
on receipt by the Company of the exercise price paid in either cash, certified
or personal check payable to the Company.

9   Withholding. If the grant of a Benefit hereunder, or exercise of an Option
given as a Benefit is subject to withholding or other trust fund payment
requirements of the Internal Revenue Code of 1986, as amended (the "Code"), or
applicable state or local laws, the Company will initially pay the Optionee's
liability and will be reimbursed by Optionee no later than six months after such
liability arises and Optionee hereby agrees to such reimbursement terms.

10. Dilution or Other Adjustment. The shares of Common Stock subject to this
Plan and the exercise price of outstanding Options are subject to proportionate
adjustment in the event of a stock dividend on the Common Stock or a change in
the number of issued and outstanding shares of Common Stock as a result of a
stock split, consolidation, or other recapitalization. The Company, at its
option, may adjust the Options, issue replacements, or declare Options void.

11. Benefits to Foreign Nationals. The Plan Administrators may, in order to
fulfill the purpose of this Plan and without amending this Plan, grant Benefits
to foreign nationals or individuals residing in foreign countries that contain
provisions, restrictions, and limitations different from those set forth in this
Plan and the Benefits made to United States residents in order to recognize
differences among the countries in law, tax policy, and custom. Such grants
shall be made in an attempt to give such individuals essentially the same
benefits as contemplated by a grant to United States residents under the terms
of this Plan.

12. Listing and Registration of Shares. Each Option shall be subject to the
requirement that if at any time the Plan Administrators shall determine, in
their sole discretion, that it is necessary or desirable to list, register, or
qualify the shares covered thereby on any securities exchange or under any state
or federal law, or obtain the consent or approval of any governmental agency or
regulatory body as a condition of, or in connection with, the granting of such
Option or the issuance or purchase of shares thereunder, such Option may not be
exercised in whole or in part unless and until such listing, registration,
consent, or approval shall have been effected or obtained free of any conditions
not acceptable to the Plan Administrators.

13. Expiration and Termination of this Plan. This Plan may be abandoned or
terminated at any time by the Plan Administrators except with respect to any
Options then outstanding under this Plan. This Plan shall otherwise terminate on
the earlier of the date that is five years from the date first appearing in this
Plan or the date on which the 3 millionth share is issued hereunder.

14. Amendment of this Plan. This Plan may not be amended more than once during
any six month period, other than to comport with changes in the Code or the
Employee Retirement Income Security Act or the rules and regulations promulgated
thereunder. The Plan Administrators may modify and amend this Plan in any
respect; provided, however, that to the extent such amendment or modification
would cause this Plan to no longer comply with the applicable provisions of the
Code governing incentive stock benefits as they may be amended from time to
time, such amendment or modification shall also be approved by the shareholders
of the Company.


                                    Page -11-

<PAGE>



    ATTEST:

/s/ Salvatore Casaccio
-----------------------------
Salvatore Casaccio, President




















                                    Page -12-

<PAGE>



                                    EXHIBIT A

                               NOTICE OF EXERCISE





                   (To be signed only upon exercise of Option)

TO: Learner's World, INC.

     The  undersigned,  the owner of the  attached  Option,  hereby  irrevocably
elects to exercise the rights to purchase  thereunder  ______________  shares of
Common Stock of Learner's  World,  Inc. and herewith  pays for the shares in the
manner specified in the Option.  The undersigned  requests that the certificates
for such shares be delivered to them according to instructions  indicated below.
If such  shares  are not all of the shares  purchasable  under the  Option,  the
undersigned  further  requests  that a new  option  certificate  be  issued  and
delivered to the  undersigned  for the remaining  shares  purchasable  under the
Option.

DATED this ________ day of ______________, 200__.






         By:_____________________________


Instructions for delivery:

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------



                 [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]


                                    Page -13-

<PAGE>



                                RICHARD D. SURBER
                               ATTORNEY- AT- LAW*
                            200 South Los Robles Ave
                                    Suite 230
                           Pasadena, California 91101

                                                  *Admitted only in California





May 11, 2001


Board of Directors
Learner's World, Inc.
369 Avenue U
Brooklyn, NY 11223

Re: Form S-8 Registration Statement

Gentlemen:

     I have acted as special  counsel  for  Learner's  World,  Inc.,  a New York
corporation (the "Company"),  in connection with the preparation and filing with
the Securities and Exchange  Commission ("the  Commission") under the Securities
Act of 1933,  as amended,  ("the Act") of a  registration  statement on Form S-8
(the  "Registration  Statement").  The  Company is  registering  a Benefit  Plan
entitled "The 2001 Benefit Plan of Learner's  World,  Inc." (the "Benefit Plan")
pursuant to which the Company has authorized the issuance of 3,000,000 shares of
the Company's common stock,  par value $.0001.  In connection with the Company's
filing of the Registration  Statement,  you have requested my opinion  regarding
the validity of the issuance of the aforementioned Shares.

     This  opinion  letter  (this  "Opinion")  is  governed  by,  and  shall  be
interpreted  in accordance  with the Legal Opinion  Accord (the "Accord") of the
ABA Section of Business Law (1991). As a consequence,  it is subject to a number
of qualifications  and limitations,  all as more  particularly  described in the
Accord, and this Opinion should be read in conjunction therewith.

     In connection with the preparation of this Opinion, I have examined the
following:

     1.   The Company's  Articles of  Incorporation  and amendments  thereto and
     Bylaws;
     2.   The  Registration  Statement  herein  referenced;
     3.   The authorization  and  approval,  dated April 23, 2001,  by the
     Company's Board of Directors of the Company's  2001 Benefit Plan
     concerning the Shares and  Registration  Statement;
     4.   The  Company's  Section 10(a) Prospectus  for the  Registration
     Statement;
     5.   The  Company's  Form 10-KSB for the fiscal year ended June 30, 2000
     and the Company's  Form 10-QSB for the quarterly  period ended September
     30, 2000 and December 31, 2000;


                                    Page -14-

<PAGE>



     6.  Such other documents as I have deemed necessary for the purposes of
     this Opinion.

     Additionally,  I have made such  investigations  of  federal  law as I have
considered  necessary  and  appropriate  to form a basis  for this  opinion.  My
opinion is qualified by the scope of the review  specified  herein and I make no
representations  as to the sufficiency of my investigation  for this opinion.  I
further  expressly  exempt  from  this  opinion  any  representations  as to the
completeness, adequacy, accuracy or any other aspect of the financial statements
incorporated in the Registration Statement.

     The  documentation and  representations  provided to me for this opinion by
the Company and its duly authorized representatives indicate that the Company is
validly  organized  under  the laws of the  State of New York;  the  Company  is
current in its filings with the Commission; the Company's Board of Directors has
authorized the Benefit Plan; the Company's Board of Directors has authorized the
filing  of the  Registration  Statement;  and that the  number  of  shares to be
included in the  Registration  Statement are  available for issuance  based upon
corporate  documentation  and  on the  amount  of  shares  actually  issued  and
outstanding. As such, I am of the opinion that the Shares herein referenced have
been  duly and  validly  authorized  and that  subject  to  compliance  with all
provision  of the Plan,  the  Shares  will be  validly  issued as fully paid and
non-assessable shares of common stock in the Company.

     This  opinion  is  based  upon  and  subject  to  the   qualifications  and
limitations specified below:

     (A) Certain of the  remedial  provisions  of the 2001  Benefit  Plan may be
further  limited  or  rendered   unenforceable  by  other  applicable  laws  and
interpretations.

     (B) In  rendering  the  opinion  that the shares of the Common  Stock to be
registered  pursuant to the Registration  Statement and issued under the Benefit
Plan will be validly issued,  fully paid and nonassessable,  I assumed that: (1)
the Company's  Board of Directors has exercised good faith in  establishing  the
value paid for the Shares;  (2) all issuances and  cancellations  of the capital
stock of the Company will be fully and  accurately  reflected  in the  Company's
Stock  Records  as  provided  by the  Company's  transfer  agent;  and  (3)  the
consideration, as determined by the Company's Board of Directors, to be received
in exchange for each  issuance of common stock of the Company,  has been paid in
full and actually received by the Company.

     (C) I have made no  independent  verification  of the facts  asserted to be
true and accurate by authorized  representatives of the Company and have assumed
that no person or entity has engaged in fraud or misrepresentation regarding the
inducement relating to, or the execution or delivery of, the documents reviewed.

     (D) In  rendering  this  opinion I have  assumed  that all  signatures  are
genuine,  that all documents submitted to me as copies conform  substantially to
the  originals,  that all documents have been duly executed on or as of the date
represented on the  documents,  that execution and delivery of the documents was
duly authorized on the part of the parties,  that all documents are legal, valid
and binding on the parties and that all corporate records are complete.

     (E)  I  have  assumed  that  the  Company  is  satisfying  the  substantive
requirements  of Form S-8 and I expressly  disclaim  any opinion  regarding  the
Company's compliance with such requirements, whether they are of federal or


                                    Page -15-

<PAGE>



state origin, or any opinion as to the subsequent tradeability of any Shares
issued pursuant to the Benefit Plan.

     (F) I am  admitted  to practice  law in the State of  California.  I am not
admitted to practice  law in the State of New York or in any other  jurisdiction
where the Company may own  property or transact  business.  This opinion is with
respect to federal  law only and I have not  consulted  legal  counsel  from any
other  jurisdiction for the purpose of the opinion contained herein. I expressly
except from this  opinion any opinion as to whether or to what extent a New York
court or any other court would apply New York law, or the law of any other state
or  jurisdiction,  to any  particular  aspect of the  facts,  circumstances  and
transactions that are the subject of this opinion.

     (G) This  opinion is  strictly  limited  to the  parameters  contained  and
referenced herein and is valid only as to the signature date with respect to the
same.  I assume no  responsibility  to advise you of any  subsequent  changes or
developments which might affect any aspect to this opinion.

     I  hereby  consent  to  the  use  of  this  opinion  as an  exhibit  to the
Registration  Statement.  This opinion may not be used, relied upon, circulated,
quoted or otherwise  referenced  in whole or in part for any purpose  without my
written consent.

Sincerely,


/s/ Richard D. Surber
---------------------
Richard D. Surber










                                    Page -16-

<PAGE>






                           SELLERS & ASSOCIATES, P.C.
                         3785 Harrison Blvd., Suite 101
                                Ogden, Utah 84403
                       Phone 801-621-8128 FAX 801-627-1639




                       CONSENT OF INDEPENDENT ACCOUNTANTS


May 14, 2001


Learner's World, Inc.
369 Avenue U
Brooklyn, NY 11223

Gentlemen:

         We hereby consent to the use of our audit report dated March 23, 2001
of Learner's World, Inc. for the year ended December 31, 2000 in the Form S-8 of
Learner's World, Inc. dated May 11, 2001.




/s/ Sellers & Associates P.C.
-----------------------------
















                                    Page -17-

<PAGE>




                           SECTION 10(A) PROSPECTUS OF
                              LEARNER'S WORLD, INC.

     May 4,  2001:  This  document  constitutes  part of a  prospectus  covering
securities of Learner's  World,  Inc., a New York  corporation  (the "Company"),
that have been  registered  under the  Securities  Act of 1933,  as amended (the
"Securities  Act").  This  document,  a Section 10(a)  Prospectus,  contains and
constitutes   four   sections.   The  first  section   includes   "General  Plan
Information."  "Registrant  Information and Employee Plan Annual Information" is
the next portion and is located in this  prospectus.  The Company's  latest Form
10-KSB,  for the fiscal year ended  December  31,  2000,  which is  incorporated
herein by this  reference,  is the third  section with which  offerees are being
constructively  provided.  Finally,  offerees who receive Stock Options shall be
provided with a Stock Option Agreement and a Notice of Exercise,  which is to be
completed and submitted within the time allowed,  with tender of the appropriate
consideration for those who wish to exercise options.

Item 1.  General Plan Information

     The Company's  board of directors  (the "Board") has adopted a benefit plan
for its employees and others entitled "The 2001 Benefit Plan of Learner's World,
Inc." (the "Plan").  Pursuant to the Plan,  the Board can authorize the issuance
of stock or options to purchase stock up to an aggregate of three million shares
of common stock of the Company, par value $0.001 per share (the "Common Stock"),
over a maximum  of a five year  period,  although  the  Board may  shorten  this
period.

     The Board adopted the Plan on May 3, 2001.  The Plan is intended to aid the
Company in maintaining  and continuing its  development of a quality  management
team,  in  attracting  qualified  employees,  consultants,  and advisors who can
contribute  to  the  future  success  of the  Company,  and  in  providing  such
individuals  with an  incentive  to use their best efforts to promote the growth
and profitability of the Company.

     The Plan is not subject to the provisions of the Employee Retirement Income
Security Act of 1974, as amended  ("ERISA"),  nor qualified under Section 401(a)
of the Internal Revenue Code of 1986, as amended (the "Code"). Administration of
the Plan is the  exclusive  province of the Board.  Board members are elected at
each  annual  meeting  of  shareholders.  The term each Board  member  serves is
therefore  one year.  If an annual  meeting is not held the member  shall  serve
until the next submission of matters to a vote of Company's shareholders.

     As ultimate  administrators of the Plan, the Board should be contacted with
requests for additional Plan information. Alternatively, the Board may appoint a
committee to administer the Plan  (hereinafter  the Board or its duly authorized
committee  shall be referred to as "Plan  Administrators").  As no committee has
been  authorized  by  the  Board,   the  current  Board  members  are  the  Plan
Administrators.  This group includes Salvatore Casaccio, Aggripino Casaccio, and
Carmine  Notaro.  The  address  of the Board is c/o the  Company,  369 Avenue U,
Brooklyn, N.Y. 11223, telephone number (718) 966-2118.



                                    Page -18-

<PAGE>



     In the  event a vacancy  in the Board  arises,  the vote of a  majority  of
remaining directors may select a successor,  or, if the vacancy is not filled by
the remaining Board, the vote of shareholders may also elect a successor to fill
such  vacancy.  Board  members  may  be  removed  from  office  by the  vote  of
shareholders  representing not less than two-thirds (2/3) of the shares entitled
to vote on such removal.  Plan  Administrators  who are not Board members can be
removed or appointed  at any time for any reason by the  majority  vote of Board
members.

     The Plan Administrators  shall interpret the Plan (which  interpretation is
binding  on  the  participants  absent  demonstrable  error),   determine  which
employees or others shall receive shares or options, decide the number of shares
or options and  establish  any other terms for the shares or options not already
established in the Company's Plan.  Information  concerning  changes in the Plan
Administrators  will be provided  in the future  either in the  Company's  proxy
statements, annual or other reports, or in amendments to this document.

Securities to be Offered

     Shares  and  options  providing  for the  issuance  or  purchase  of shares
equaling a maximum of three million  shares of Common Stock may be granted under
the Plan. All options under the Plan are "non-  qualified"  stock  options.  The
number  of  shares  of  Common  Stock  issuable  under  the Plan is  subject  to
adjustment  in the event of changes in the  outstanding  shares of Common  Stock
resulting from stock dividends, stock splits, or recapitalizations.

Employees Who May Participate in the Plan

     The Board shall determine which of the Company's  employees are eligible to
receive  shares or options  under the Plan.  The term  "Employee"  includes  any
employee,  director,  officer, or consultant or advisor of the Company or any of
its  subsidiaries,  provided  that  bona  fide  services  shall be  rendered  by
consultants  and advisors and such services  must not be in connection  with the
offer or sale of securities in a capital-raising transaction.

Purchase of Securities Pursuant to the Plan and Payment for Securities Offered

     The Plan  Administrators  shall  determine  which  employees  shall receive
shares or options. The Plan is not subject to ERISA and the securities are being
issued by the Company and not purchased on the open market or otherwise.

     Options  granted under the Plan shall be  exercisable  as determined by the
Plan  Administrators.  If an  option  granted  under the Plan  should  expire or
terminate for any reason without having been exercised in full, the  unpurchased
shares subject to that option will again be available for grant under the Plan.

     The exercise price payable to the Company for Option Shares shall be as set
forth from time to time by the Plan  Administrator.  The  exercise of any Option
shall be  contingent  on receipt by the  Company of the  exercise  price paid in
either cash, certified or personal check payable to the Company.



                                    Page -19-

<PAGE>



     The shares of Common Stock  subject to the Plan and the  exercise  price of
outstanding  options are subject to  proportionate  adjustment in the event of a
stock  dividend  on the  Common  Stock or a change in the  number of issued  and
outstanding shares of Common Stock as a result of a stock split,  consolidation,
or other recapitalization.  Options and all other interests under the plan shall
be non-transferable, except by means of a will or the laws of descent and
distribution.

Amendments and Termination

     The  Plan  may  be  abandoned  or  terminated  at  any  time  by  the  Plan
Administrators  except with  respect to any Options then  outstanding  under the
Plan. The Plan shall otherwise terminate on the earlier of the date that is five
years from the date first  appearing  in the Plan or the date on which an option
for the three  millionth  share is either granted under the Plan or on which the
three millionth share is de-registered on a post-effective amendment on Form S-8
filed with the Securities and Exchange Commission (the "SEC"). No options may be
granted under the terms of the Plan after it has been terminated.  The Board may
alter or amend the Plan  only once  during  any six month  period,  except as to
comply with  changes to the Code.  No  termination,  suspension,  alteration  or
amendment  may  adversely  affect the rights of a holder of a previously  issued
option without the consent of that holder.

Resale of Common Stock

     Shares of Common Stock  issued or purchased on exercise of options  granted
under  the Plan  will  have been  initially  registered  pursuant  to a Form S-8
Registration  Statement  filed by the  Company.  Subsequent  resales  of  shares
obtained  pursuant to the Plan may be eligible for immediate resale depending on
whether an exemption from registration is available or whether the shares are in
fact registered. The Company makes no statement as to subsequent sale-ability of
specific shares  obtained  pursuant to the Plan and urges any persons seeking to
sell shares so obtained to seek counsel from independent attorneys.

     As may be  applicable  for  subsequent  resale of shares  obtained from the
Plan,  the Board  believes  that the  Company  has filed all  reports  and other
materials  required to be filed  during the  preceding  twelve  months under the
Securities Exchange Act of 1934 as of April 23, 2001.

Tax Effects of Plan Participation & Non-statutory Options

     The  following  discussion  of  the  federal  income  tax  consequences  of
participation  in the Plan is only a summary,  does not purport to be  complete,
and does not  cover,  among  other  things,  state and  local tax  consequences.
Additionally,  differences  in  participants'  financial  situations  may  cause
federal, state, and local tax consequences of participation in the Plan to vary.
Therefore,  each  participant  in the Plan is urged  to  consult  his or her own
accountant,   legal  or  other  advisor   regarding  the  tax   consequences  of
participation  in the Plan.  This  discussion is based on the  provisions of the
Code as presently in effect.

     Under the current  provisions  of the Code,  if shares of Common  Stock are
issued to the original  holder of a  non-qualified  option granted and exercised
under the Plan  (assuming  there is not an active  trading market for options of
the Company),  (i) the option holder ("Holder") will not recognize income at the
time of the grant of the option;  (ii) on exercise of the option the Holder will
recognize  ordinary  income in an amount  equal to the excess of the fair market
value of the shares of Common Stock acquired at the time of exercise over the


                                    Page -20-

<PAGE>


exercise  price;  (iii) upon the sale of the  shares of Common  Stock the Holder
will recognize a short term or long term capital gain, or loss, as may be, in an
amount equal to the  difference  between the amount he or she receives  from the
sale of those  shares and the  Holder's  tax basis in the  shares (as  described
below);  and (iv) the Company  will be entitled to expense as  compensation  the
amount of  ordinary  income that the holder  recognized,  as set forth in Clause
(ii) above.

     If the Holder pays the exercise  price  entirely in cash,  the tax basis of
the shares of Common  Stock will be equal to the  amount of the  exercise  price
paid plus the  ordinary  income  recognized  by the Holder from  exercising  the
options.  This basis  should equal the fair market value of the shares of Common
Stock acquired on the date of exercise. The holding period will begin on the day
after the tax basis of the shares is determined.

     The  ordinary  income  received  by the Holder on exercise of the option is
considered  to be  compensation  from  the  Company.  As  with  other  forms  of
compensation,  withholding  tax and other trust fund  payments  will be due with
respect to the  exercise of the  options.  The Company  will  initially  pay the
Optionee's liability and will be reimbursed by Optionee no later than six months
after such liability arises.

Item 2.  Registrant Information and Employee Plan Annual Information

     The Company  will  provide to any  Employee  upon  request a copy,  without
charge,  of the Company's  periodic  reports  filed with the SEC,  including its
latest annual  report on Form 10-KSB and its  quarterly  reports on Form 10-QSB.
The Company will also provide any Employee  upon written or oral request a copy,
without charge, of the documents  incorporated by reference in Item 3 of Part II
of the Form S-8 registration statement. These documents are also incorporated by
reference into the Section 10(a)  prospectus,  of which this document is a part.
Requests  for such  information  should be directed to the Company at Attn:  Sal
Casaccio, 369 Avenue U, Brooklyn, N.Y. 11223.



/s/ Salvatore Casaccio
_____________________________                          Dated: May 4, 2001
Salvatore Casaccio , Director






                                    Page -21-

<PAGE>
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{"company-data": {"conformed-name": "LEARNERS WORLD INC", "cik": "0001047733", "assigned-sic": "8351", "irs-number": "113331350", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61122", "film-number": "1642534"}, "business-address": {"street1": "369 AVE U", "city": "BROOKLYN", "state": "NY", "zip": "11223"}, "mail-address": {"street1": "369 AVENUE", "city": "BROOKLYN", "state": "NY", "zip": "11223"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           ---------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           ---------------------------

                              Learner's World, Inc.
                              ---------------------
             (Exact name of registrant as specified in its charter)

         New York                                      11-33313 50
         ----------                                    -----------
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization)

                        369 Avenue U, Brooklyn, NY 11223
                        --------------------------------
                    (Address of principal executive offices)

                 The 2001 Benefit Plan of Learner's World, Inc.
                 ----------------------------------------------
                            (Full title of the plan)

                 Sal Casaccio, 369 Avenue U, Brooklyn, NY 11223
                (Name, address, including zip code, of agent for
                                    service)

                   Telephone number for Issuer: (212) 888-6822
                                 ---------------
CALCULATION OF REGISTRATION FEE
Title of Securities to be    Amounts to       Proposed Maximum       Proposed Maximum       Amount of
Registered                   be               Offering Price Per     Aggregate Offering     Registration
                             Registered       Share(1)               Price                  Fee
Common Stock, 0.0001 par
value                        3,000,000        $0.03                  $90,000                $22.50

==========================   ================ ==================     ===================    ============
(1)  Bona Fide estimate of maximum  offering  price solely for  calculating
          the  registration fee pursuant to Rule 457(h) of the Securities Act of
          1933,  based on the average  bid and asked  price of the  registrant's
          common stock as of May 11, 2001 a date within five business days prior
          to the date of filing of this  registration  statement.

          In   addition,  pursuant to Rule 416(c) under the Securities  Act of
          1933,  this Registration  Statement also covers an indeterminate
          amount of interests to be offered or sold pursuant to the Plan
          described herein.

                                    Page -1-
2001 Benefit Plan of Learner's World, Inc.
                  Cross-Reference Sheet Pursuant to Rule 404(a)

     Cross-reference  between  items of Part I of Form S-8 and the Section 10(a)
Prospectus that will be delivered to each employee,  consultant, or director who
participates in the Plan.

Registration Statement Item Numbers and Headings       Prospectus Heading

1.       Plan Information                              Section 10(a) Prospectus

2.       Registrant Information and                    Section 10(a) Prospectus
         Employee Plan Annual Information

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The following documents filed by Learner's World, Inc., a New York
corporation (the "Company"), with the Securities and Exchange Commission (the
"Commission") are hereby incorporated by reference:

         1.       The Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2000.

         2.       All reports filed by the Company with the Commission pursuant
to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year ended December 31, 2000.

         Prior to the filing, if any, of a post-effective amendment that
indicates that all securities covered by this Registration Statement have been
sold or that de-registers all such securities then remaining unsold, all reports
and other documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such reports and documents.

Item 4.  Description of Securities

         The common stock of the Company being registered pursuant to this
Registration Statement is part of a class of securities registered under Section
12 of the Exchange Act. A description of such securities is contained in the
Company's Form 10-SB filed with the Commission on December 15, 1999, and any
amendment or report filed for the purpose of updating such description. Said
description is incorporated herein by reference. (See "Item 3. Incorporation of
Documents by Reference.")

                                    Page -2-
Item 5. Interests of Named Experts and Counsel

     Richard D.  Surber,  an attorney  licensed to practice  law in the State of
California is named herein as having  rendered an opinion on the validity of the
securities being registered herein and with respect to legal matters  concerning
the registration and offering of the securities  referred to herein.  Mr. Surber
will receive  1,170,000  shares of the Company's  $0.0001 par value common stock
which will represent 9.99% of the issued and outstanding  shares of the Company.
The shares are to be received by Mr. Surber for services rendered to the Company
with respect to corporate legal work and advise to the Company.

Item 6. Indemnification of Directors and Officers

Article  7,  Section  721  through  726 of the  New  York  Statues  provide  for
indemnification  of the Company's  officers and directors in certain  situations
where they might otherwise  personally  incur liability,  judgments,  penalties,
fines and  expenses in  connection  with a  proceeding  or lawsuit to which they
might become parties because of their position with the Company.

In accordance with the provisions  referenced above, the Company shall indemnify
to the fullest  extent  permitted  by it bylaws,  and in the manner  permissible
under the laws of the State of New York,  any person made,  or  threatened to be
made,  a  party  to  an  action  or   proceeding,   whether   criminal,   civil,
administrative  or  investigative,  by  reason  of the fact  that he is or was a
director or officer of the Company,  or served any other enterprise as director,
officer or employee at the request of the Company.  The Board of  Directors,  in
its  discretion,  shall have the power on behalf of the Company to indemnify any
person,  other than a director or officer,  made a party to any action,  suit or
proceeding  by  reason  of the fact that  he/she  is or was an  employee  of the
Company.

Insofar  as  indemnification  for  liabilities  arising  under  the  Act  may be
permitted to directors,  officers and  controlling  persons of the Company,  the
Company has been  advised  that in the opinion of the  Securities  and  Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against  such  liabilities  ( other than the  payment by the Company of expenses
incurred or paid by a director,  officer or controlling person of the Company in
the successful  defense of any action,  suit or proceedings) is asserted by such
director, officer, or controlling person in connection with any securities being
registered,  the Company  will,  unless in the opinion of its counsel the matter
has been  settled  by  controlling  precedent,  submit  to court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issues.

Item 7.   Exemption from Registration Claimed

No restricted securities are being re-offered or resold pursuant to this
registration statement.

Item 8. Exhibits.

         The exhibits attached to this Registration Statement are listed in the
Exhibit Index, which is found on page 7.

Item 9.  Undertakings

                                    Page -3-
(a)      The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
         a post-effective amendment to this Registration Statement to include
         any material information with respect to the plan of distribution not
         previously disclosed in the Registration Statement or any material
         change to such information in the Registration Statement.

         (2) To treat, for the purpose of determining any liability under the
         Securities Act of 1933, each such post-effective amendment as a new
         registration statement relating to the securities offered therein, and
         the offering of such securities at that time shall be deemed to be the
         initial bona fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
         any of the securities being registered which remain unsold at the
         termination of the offering.

(b)  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                    Page -4-
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, on May 11, 2001.
                                   Learner's World, Inc.

                                   By: /s/ Salvatore Casaccio
                                   -------------------------------------
                                   Salvatore Casaccio, as President and Director

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints Salvatore Casaccio with power of substitution, as
his attorney-in-fact for him, in all capacities,  to sign any amendments to this
registration  statement and to file the same,  with  exhibits  thereto and other
documents in connection therewith,  with the Securities and Exchange Commission,
hereby  ratifying  and  confirming  all  that  said   attorney-in-fact   or  his
substitutes may do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

Signature                     Title                            Date

 /s/Salvatore Casaccio        President and Director           May 11, 2001
-----------------------
Salvatore Casaccio

 /s/ Aggripino Casaccio       Director                         May 11, 2001
-----------------------
Aggripino Casaccio

 /s/  Carmine Notaro          Director                         May 11, 2001
---------------------
Carmine Notaro

                                    Page -5-
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    EXHIBITS

                                       TO

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                              Learner's World, Inc.
                            (a New York corporation)

                                    Page -6-
INDEX TO EXHIBITS
Page
Exhibits    SEC Ref. No.      Description of Exhibit
--------    ------------      ----------------------
   A             4            2001 Stock Benefit Plan of the Company                8
   B          5, 23(b)        Opinion and consent of Counsel with respect to        14
                              the legality of the issuance of securities being
                              issued

   C           23(a)          Consent of Accountant                                 17
   D             99           Section 10(a) Prospectus                              18
Page -7-
THE 2001 BENEFIT PLAN

                                       OF

                              LEARNER'S WORLD, INC.

                                    Page -8-
THE 2001 BENEFIT PLAN OF LEARNER'S WORLD, INC.

     Learner's  World,  Inc., a New York  corporation  (the  "Company"),  hereby
adopts The 2001 Benefit Plan of Learner's World,  Inc. (the "Plan") this 3rd day
of May, 2001.  Under the Plan, the Company may issue stock,  or grant options to
acquire the Company's common stock,  par value $0.0001 (the "Stock"),  from time
to time to  employees of the Company or its  subsidiaries,  all on the terms and
conditions set forth herein ("Benefits").  In addition, at the discretion of the
Board of Directors, Benefits may from time to time be granted under this Plan to
other  individuals,  including  consultants  or advisors,  who contribute to the
success of the Company or its  subsidiaries but are not employees of the Company
or its  subsidiaries,  provided  that bona fide  services  shall be  rendered by
consultants  and advisors and such services  must not be in connection  with the
offer or sale of securities in a  capital-raising  transaction.  No stock may be
issued,  or option granted under the benefit plan to consultants,  advisors,  or
other  persons who directly or  indirectly  promote or maintain a market for the
Company's securities.

1. Purpose of the Plan.  The Plan is intended to aid the Company in  maintaining
and developing a management team,  attracting  qualified  officers and employees
capable of assuring  the future  success of the  Company,  and  rewarding  those
individuals who have contributed to the success of the Company.  The Company has
designed  this  Plan to aid it in  retaining  the  services  of  executives  and
employees and in attracting new personnel when needed for future  operations and
growth and to provide such  personnel  with an incentive to remain  employees of
the Company,  to use their best efforts to promote the success of the  Company's
business,  and to  provide  them with an  opportunity  to obtain or  increase  a
proprietary  interest in the Company.  It is also designed to permit the Company
to  reward  those  individuals  who are not  employees  of the  Company  but who
management  perceives to have  contributed  to the success of the Company or who
are important to the continued business and operations of the Company. The above
goals will be achieved through the granting of Benefits.

2. Administration of this Plan.  Administration of this Plan shall be determined
by the Company's  Board of Directors (the "Board").  Subject to compliance  with
applicable   provisions   of  the   governing   law,   the  Board  may  delegate
administration  of this Plan or specific  administrative  duties with respect to
this Plan on such terms and to such  committees  of the Board as it deems proper
(hereinafter the Board or its authorized committee shall be referred to as "Plan
Administrators").  The interpretation and construction of the terms of this Plan
by  the  Plan  Administrators   thereof  shall  be  final  and  binding  on  all
participants in this Plan absent a showing of  demonstrable  error. No member of
the Plan  Administrators  shall be liable for any action taken or  determination
made in good faith with respect to this Plan. Any Benefit approved by a majority
vote of those Plan  Administrators  attending a duly and  properly  held meeting
shall  be  valid.  Any  Benefit  approved  by the Plan  Administrators  shall be
approved as specified by the Board at the time of delegation.

3. Shares of Stock  Subject to this Plan. A total of three  million  (3,000,000)
shares of Stock may be subject to, or issued pursuant to, Benefits granted under
this Plan. If any right to acquire Stock granted under this Plan is exercised by
the  delivery  of shares of Stock or the  relinquishment  of rights to shares of
Stock,  only the net shares of Stock issued (the shares of stock issued less the
shares of Stock  surrendered)  shall count  against  the total  number of shares
reserved for issuance under the terms of this Plan.

                                    Page -9-
4. Reservation of Stock on Granting of Option. At the time any Option is granted
under the terms of this Plan,  the Company  will reserve for issuance the number
of shares of Stock subject to such Option until it is exercised or expires.  The
Company may reserve  either  authorized  but  unissued  shares or issued  shares
reacquired by the Company.

5.  Eligibility.  The Plan  Administrators  may  grant  Benefits  to  employees,
officers, and directors of the Company and its subsidiaries,  as may be existing
from time to time, and to other individuals who are not employees of the Company
or its  subsidiaries,  including  consultants  and advisors,  provided that such
consultants  and  advisors  render  bona fide  services  to the  Company  or its
subsidiaries  and such services are not rendered in connection with the offer or
sale of  securities  in a  capital-raising  transaction.  In any case,  the Plan
Administrators  shall  determine,  based on the  foregoing  limitations  and the
Company's best interests, which employees, officers, directors,  consultants and
advisors  are eligible to  participate  in this Plan.  Benefits  shall be in the
amounts, and shall have the rights and be subject to the restrictions, as may be
determined by the Plan  Administrators,  all as may be within the  provisions of
this Plan.

6.  Term of Options issued as Benefits and Certain Limitations on Right to
    Exercise.

         a.       Each Option issued as a benefit hereunder ("Option") shall
         have its term established by the Plan Administrators at the time the
         Option is granted.

         b.       The term of the Option, once it is granted, may be reduced
         only as provided for in this Plan and under the express written
         provisions of the Option.

         c.       Unless otherwise  specifically  provided by the written
         provisions of the  Option  or  required  by  applicable  disclosure
         or other  legal requirements  promulgated by the  Securities  and
         Exchange  Commission ("SEC"),   no   participant   of  this   Plan  or
         his  or  her  legal representative, legatee, or distributee will be,
         or shall be deemed to be, a holder of any shares  subject to an Option
         unless and until such participant  exercises his or her right to
         acquire all or a portion of the  Stock   subject  to  the  Option  and
         delivers   the   required consideration to the Company in accordance
         with the terms of this Plan and then only as to the number of shares
         of Stock acquired.  Except as specifically  provided  in  this  Plan
         or as  otherwise  specifically provided by the written provisions of
         the Option, no adjustment to the exercise  price or the number of
         shares of Stock subject to the Option shall be made for  dividends or
         other rights for which the record date is prior to the date on which
         the  Stock  subject  to the  Option  is acquired by the holder.

         d.       Options  shall  vest and become  exercisable  at such time or
         times and on such terms as the Plan  Administrators  may  determine at
         the time of the grant of the Option.

         e.       Options may contain such other provisions, including further
         lawful restrictions on the vesting and exercise of the Options as the
         Plan Administrators may deem advisable.

         f.       In no event may an Option be exercised after the expiration of
         its term.

         g.       Options shall be non-transferable, except by the laws of
         descent and distribution.

                                    Page -10-
7.  Exercise Price.  The Plan  Administrators  shall establish the exercise
price payable to the  Company  for shares to be  obtained  pursuant  to Options
which exercise price may be amended from time to time as the Plan Administrators
shall determine.

8.  Payment of Exercise Price.  The exercise of any Option shall be contingent
on receipt by the Company of the exercise price paid in either cash, certified
or personal check payable to the Company.

9   Withholding. If the grant of a Benefit hereunder, or exercise of an Option
given as a Benefit is subject to withholding or other trust fund payment
requirements of the Internal Revenue Code of 1986, as amended (the "Code"), or
applicable state or local laws, the Company will initially pay the Optionee's
liability and will be reimbursed by Optionee no later than six months after such
liability arises and Optionee hereby agrees to such reimbursement terms.

10. Dilution or Other Adjustment. The shares of Common Stock subject to this
Plan and the exercise price of outstanding Options are subject to proportionate
adjustment in the event of a stock dividend on the Common Stock or a change in
the number of issued and outstanding shares of Common Stock as a result of a
stock split, consolidation, or other recapitalization. The Company, at its
option, may adjust the Options, issue replacements, or declare Options void.

11. Benefits to Foreign Nationals. The Plan Administrators may, in order to
fulfill the purpose of this Plan and without amending this Plan, grant Benefits
to foreign nationals or individuals residing in foreign countries that contain
provisions, restrictions, and limitations different from those set forth in this
Plan and the Benefits made to United States residents in order to recognize
differences among the countries in law, tax policy, and custom. Such grants
shall be made in an attempt to give such individuals essentially the same
benefits as contemplated by a grant to United States residents under the terms
of this Plan.

12. Listing and Registration of Shares. Each Option shall be subject to the
requirement that if at any time the Plan Administrators shall determine, in
their sole discretion, that it is necessary or desirable to list, register, or
qualify the shares covered thereby on any securities exchange or under any state
or federal law, or obtain the consent or approval of any governmental agency or
regulatory body as a condition of, or in connection with, the granting of such
Option or the issuance or purchase of shares thereunder, such Option may not be
exercised in whole or in part unless and until such listing, registration,
consent, or approval shall have been effected or obtained free of any conditions
not acceptable to the Plan Administrators.

13. Expiration and Termination of this Plan. This Plan may be abandoned or
terminated at any time by the Plan Administrators except with respect to any
Options then outstanding under this Plan. This Plan shall otherwise terminate on
the earlier of the date that is five years from the date first appearing in this
Plan or the date on which the 3 millionth share is issued hereunder.

14. Amendment of this Plan. This Plan may not be amended more than once during
any six month period, other than to comport with changes in the Code or the
Employee Retirement Income Security Act or the rules and regulations promulgated
thereunder. The Plan Administrators may modify and amend this Plan in any
respect; provided, however, that to the extent such amendment or modification
would cause this Plan to no longer comply with the applicable provisions of the
Code governing incentive stock benefits as they may be amended from time to
time, such amendment or modification shall also be approved by the shareholders
of the Company.

                                    Page -11-
ATTEST:

/s/ Salvatore Casaccio
-----------------------------
Salvatore Casaccio, President

                                    Page -12-
EXHIBIT A

                               NOTICE OF EXERCISE

                   (To be signed only upon exercise of Option)

TO: Learner's World, INC.

     The  undersigned,  the owner of the  attached  Option,  hereby  irrevocably
elects to exercise the rights to purchase  thereunder  ______________  shares of
Common Stock of Learner's  World,  Inc. and herewith  pays for the shares in the
manner specified in the Option.  The undersigned  requests that the certificates
for such shares be delivered to them according to instructions  indicated below.
If such  shares  are not all of the shares  purchasable  under the  Option,  the
undersigned  further  requests  that a new  option  certificate  be  issued  and
delivered to the  undersigned  for the remaining  shares  purchasable  under the
Option.

DATED this ________ day of ______________, 200__.

         By:_____________________________

Instructions for delivery:

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                 [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]

                                    Page -13-
RICHARD D. SURBER
                               ATTORNEY- AT- LAW*
                            200 South Los Robles Ave
                                    Suite 230
                           Pasadena, California 91101

                                                  *Admitted only in California

May 11, 2001

Board of Directors
Learner's World, Inc.
369 Avenue U
Brooklyn, NY 11223

Re: Form S-8 Registration Statement

Gentlemen:

     I have acted as special  counsel  for  Learner's  World,  Inc.,  a New York
corporation (the "Company"),  in connection with the preparation and filing with
the Securities and Exchange  Commission ("the  Commission") under the Securities
Act of 1933,  as amended,  ("the Act") of a  registration  statement on Form S-8
(the  "Registration  Statement").  The  Company is  registering  a Benefit  Plan
entitled "The 2001 Benefit Plan of Learner's  World,  Inc." (the "Benefit Plan")
pursuant to which the Company has authorized the issuance of 3,000,000 shares of
the Company's common stock,  par value $.0001.  In connection with the Company's
filing of the Registration  Statement,  you have requested my opinion  regarding
the validity of the issuance of the aforementioned Shares.

     This  opinion  letter  (this  "Opinion")  is  governed  by,  and  shall  be
interpreted  in accordance  with the Legal Opinion  Accord (the "Accord") of the
ABA Section of Business Law (1991). As a consequence,  it is subject to a number
of qualifications  and limitations,  all as more  particularly  described in the
Accord, and this Opinion should be read in conjunction therewith.

     In connection with the preparation of this Opinion, I have examined the
following:

     1.   The Company's  Articles of  Incorporation  and amendments  thereto and
     Bylaws;
     2.   The  Registration  Statement  herein  referenced;
     3.   The authorization  and  approval,  dated April 23, 2001,  by the
     Company's Board of Directors of the Company's  2001 Benefit Plan
     concerning the Shares and  Registration  Statement;
     4.   The  Company's  Section 10(a) Prospectus  for the  Registration
     Statement;
     5.   The  Company's  Form 10-KSB for the fiscal year ended June 30, 2000
     and the Company's  Form 10-QSB for the quarterly  period ended September
     30, 2000 and December 31, 2000;

                                    Page -14-
6.  Such other documents as I have deemed necessary for the purposes of
     this Opinion.

     Additionally,  I have made such  investigations  of  federal  law as I have
considered  necessary  and  appropriate  to form a basis  for this  opinion.  My
opinion is qualified by the scope of the review  specified  herein and I make no
representations  as to the sufficiency of my investigation  for this opinion.  I
further  expressly  exempt  from  this  opinion  any  representations  as to the
completeness, adequacy, accuracy or any other aspect of the financial statements
incorporated in the Registration Statement.

     The  documentation and  representations  provided to me for this opinion by
the Company and its duly authorized representatives indicate that the Company is
validly  organized  under  the laws of the  State of New York;  the  Company  is
current in its filings with the Commission; the Company's Board of Directors has
authorized the Benefit Plan; the Company's Board of Directors has authorized the
filing  of the  Registration  Statement;  and that the  number  of  shares to be
included in the  Registration  Statement are  available for issuance  based upon
corporate  documentation  and  on the  amount  of  shares  actually  issued  and
outstanding. As such, I am of the opinion that the Shares herein referenced have
been  duly and  validly  authorized  and that  subject  to  compliance  with all
provision  of the Plan,  the  Shares  will be  validly  issued as fully paid and
non-assessable shares of common stock in the Company.

     This  opinion  is  based  upon  and  subject  to  the   qualifications  and
limitations specified below:

     (A) Certain of the  remedial  provisions  of the 2001  Benefit  Plan may be
further  limited  or  rendered   unenforceable  by  other  applicable  laws  and
interpretations.

     (B) In  rendering  the  opinion  that the shares of the Common  Stock to be
registered  pursuant to the Registration  Statement and issued under the Benefit
Plan will be validly issued,  fully paid and nonassessable,  I assumed that: (1)
the Company's  Board of Directors has exercised good faith in  establishing  the
value paid for the Shares;  (2) all issuances and  cancellations  of the capital
stock of the Company will be fully and  accurately  reflected  in the  Company's
Stock  Records  as  provided  by the  Company's  transfer  agent;  and  (3)  the
consideration, as determined by the Company's Board of Directors, to be received
in exchange for each  issuance of common stock of the Company,  has been paid in
full and actually received by the Company.

     (C) I have made no  independent  verification  of the facts  asserted to be
true and accurate by authorized  representatives of the Company and have assumed
that no person or entity has engaged in fraud or misrepresentation regarding the
inducement relating to, or the execution or delivery of, the documents reviewed.

     (D) In  rendering  this  opinion I have  assumed  that all  signatures  are
genuine,  that all documents submitted to me as copies conform  substantially to
the  originals,  that all documents have been duly executed on or as of the date
represented on the  documents,  that execution and delivery of the documents was
duly authorized on the part of the parties,  that all documents are legal, valid
and binding on the parties and that all corporate records are complete.

     (E)  I  have  assumed  that  the  Company  is  satisfying  the  substantive
requirements  of Form S-8 and I expressly  disclaim  any opinion  regarding  the
Company's compliance with such requirements, whether they are of federal or

                                    Page -15-
state origin, or any opinion as to the subsequent tradeability of any Shares
issued pursuant to the Benefit Plan.

     (F) I am  admitted  to practice  law in the State of  California.  I am not
admitted to practice  law in the State of New York or in any other  jurisdiction
where the Company may own  property or transact  business.  This opinion is with
respect to federal  law only and I have not  consulted  legal  counsel  from any
other  jurisdiction for the purpose of the opinion contained herein. I expressly
except from this  opinion any opinion as to whether or to what extent a New York
court or any other court would apply New York law, or the law of any other state
or  jurisdiction,  to any  particular  aspect of the  facts,  circumstances  and
transactions that are the subject of this opinion.

     (G) This  opinion is  strictly  limited  to the  parameters  contained  and
referenced herein and is valid only as to the signature date with respect to the
same.  I assume no  responsibility  to advise you of any  subsequent  changes or
developments which might affect any aspect to this opinion.

     I  hereby  consent  to  the  use  of  this  opinion  as an  exhibit  to the
Registration  Statement.  This opinion may not be used, relied upon, circulated,
quoted or otherwise  referenced  in whole or in part for any purpose  without my
written consent.

Sincerely,

/s/ Richard D. Surber
---------------------
Richard D. Surber

                                    Page -16-
SELLERS & ASSOCIATES, P.C.
                         3785 Harrison Blvd., Suite 101
                                Ogden, Utah 84403
                       Phone 801-621-8128 FAX 801-627-1639

                       CONSENT OF INDEPENDENT ACCOUNTANTS

May 14, 2001

Learner's World, Inc.
369 Avenue U
Brooklyn, NY 11223

Gentlemen:

         We hereby consent to the use of our audit report dated March 23, 2001
of Learner's World, Inc. for the year ended December 31, 2000 in the Form S-8 of
Learner's World, Inc. dated May 11, 2001.

/s/ Sellers & Associates P.C.
-----------------------------

                                    Page -17-
SECTION 10(A) PROSPECTUS OF
                              LEARNER'S WORLD, INC.

     May 4,  2001:  This  document  constitutes  part of a  prospectus  covering
securities of Learner's  World,  Inc., a New York  corporation  (the "Company"),
that have been  registered  under the  Securities  Act of 1933,  as amended (the
"Securities  Act").  This  document,  a Section 10(a)  Prospectus,  contains and
constitutes   four   sections.   The  first  section   includes   "General  Plan
Information."  "Registrant  Information and Employee Plan Annual Information" is
the next portion and is located in this  prospectus.  The Company's  latest Form
10-KSB,  for the fiscal year ended  December  31,  2000,  which is  incorporated
herein by this  reference,  is the third  section with which  offerees are being
constructively  provided.  Finally,  offerees who receive Stock Options shall be
provided with a Stock Option Agreement and a Notice of Exercise,  which is to be
completed and submitted within the time allowed,  with tender of the appropriate
consideration for those who wish to exercise options.

Item 1.  General Plan Information

     The Company's  board of directors  (the "Board") has adopted a benefit plan
for its employees and others entitled "The 2001 Benefit Plan of Learner's World,
Inc." (the "Plan").  Pursuant to the Plan,  the Board can authorize the issuance
of stock or options to purchase stock up to an aggregate of three million shares
of common stock of the Company, par value $0.001 per share (the "Common Stock"),
over a maximum  of a five year  period,  although  the  Board may  shorten  this
period.

     The Board adopted the Plan on May 3, 2001.  The Plan is intended to aid the
Company in maintaining  and continuing its  development of a quality  management
team,  in  attracting  qualified  employees,  consultants,  and advisors who can
contribute  to  the  future  success  of the  Company,  and  in  providing  such
individuals  with an  incentive  to use their best efforts to promote the growth
and profitability of the Company.

     The Plan is not subject to the provisions of the Employee Retirement Income
Security Act of 1974, as amended  ("ERISA"),  nor qualified under Section 401(a)
of the Internal Revenue Code of 1986, as amended (the "Code"). Administration of
the Plan is the  exclusive  province of the Board.  Board members are elected at
each  annual  meeting  of  shareholders.  The term each Board  member  serves is
therefore  one year.  If an annual  meeting is not held the member  shall  serve
until the next submission of matters to a vote of Company's shareholders.

     As ultimate  administrators of the Plan, the Board should be contacted with
requests for additional Plan information. Alternatively, the Board may appoint a
committee to administer the Plan  (hereinafter  the Board or its duly authorized
committee  shall be referred to as "Plan  Administrators").  As no committee has
been  authorized  by  the  Board,   the  current  Board  members  are  the  Plan
Administrators.  This group includes Salvatore Casaccio, Aggripino Casaccio, and
Carmine  Notaro.  The  address  of the Board is c/o the  Company,  369 Avenue U,
Brooklyn, N.Y. 11223, telephone number (718) 966-2118.

                                    Page -18-
In the  event a vacancy  in the Board  arises,  the vote of a  majority  of
remaining directors may select a successor,  or, if the vacancy is not filled by
the remaining Board, the vote of shareholders may also elect a successor to fill
such  vacancy.  Board  members  may  be  removed  from  office  by the  vote  of
shareholders  representing not less than two-thirds (2/3) of the shares entitled
to vote on such removal.  Plan  Administrators  who are not Board members can be
removed or appointed  at any time for any reason by the  majority  vote of Board
members.

     The Plan Administrators  shall interpret the Plan (which  interpretation is
binding  on  the  participants  absent  demonstrable  error),   determine  which
employees or others shall receive shares or options, decide the number of shares
or options and  establish  any other terms for the shares or options not already
established in the Company's Plan.  Information  concerning  changes in the Plan
Administrators  will be provided  in the future  either in the  Company's  proxy
statements, annual or other reports, or in amendments to this document.

Securities to be Offered

     Shares  and  options  providing  for the  issuance  or  purchase  of shares
equaling a maximum of three million  shares of Common Stock may be granted under
the Plan. All options under the Plan are "non-  qualified"  stock  options.  The
number  of  shares  of  Common  Stock  issuable  under  the Plan is  subject  to
adjustment  in the event of changes in the  outstanding  shares of Common  Stock
resulting from stock dividends, stock splits, or recapitalizations.

Employees Who May Participate in the Plan

     The Board shall determine which of the Company's  employees are eligible to
receive  shares or options  under the Plan.  The term  "Employee"  includes  any
employee,  director,  officer, or consultant or advisor of the Company or any of
its  subsidiaries,  provided  that  bona  fide  services  shall be  rendered  by
consultants  and advisors and such services  must not be in connection  with the
offer or sale of securities in a capital-raising transaction.

Purchase of Securities Pursuant to the Plan and Payment for Securities Offered

     The Plan  Administrators  shall  determine  which  employees  shall receive
shares or options. The Plan is not subject to ERISA and the securities are being
issued by the Company and not purchased on the open market or otherwise.

     Options  granted under the Plan shall be  exercisable  as determined by the
Plan  Administrators.  If an  option  granted  under the Plan  should  expire or
terminate for any reason without having been exercised in full, the  unpurchased
shares subject to that option will again be available for grant under the Plan.

     The exercise price payable to the Company for Option Shares shall be as set
forth from time to time by the Plan  Administrator.  The  exercise of any Option
shall be  contingent  on receipt by the  Company of the  exercise  price paid in
either cash, certified or personal check payable to the Company.

                                    Page -19-
The shares of Common Stock  subject to the Plan and the  exercise  price of
outstanding  options are subject to  proportionate  adjustment in the event of a
stock  dividend  on the  Common  Stock or a change in the  number of issued  and
outstanding shares of Common Stock as a result of a stock split,  consolidation,
or other recapitalization.  Options and all other interests under the plan shall
be non-transferable, except by means of a will or the laws of descent and
distribution.

Amendments and Termination

     The  Plan  may  be  abandoned  or  terminated  at  any  time  by  the  Plan
Administrators  except with  respect to any Options then  outstanding  under the
Plan. The Plan shall otherwise terminate on the earlier of the date that is five
years from the date first  appearing  in the Plan or the date on which an option
for the three  millionth  share is either granted under the Plan or on which the
three millionth share is de-registered on a post-effective amendment on Form S-8
filed with the Securities and Exchange Commission (the "SEC"). No options may be
granted under the terms of the Plan after it has been terminated.  The Board may
alter or amend the Plan  only once  during  any six month  period,  except as to
comply with  changes to the Code.  No  termination,  suspension,  alteration  or
amendment  may  adversely  affect the rights of a holder of a previously  issued
option without the consent of that holder.

Resale of Common Stock

     Shares of Common Stock  issued or purchased on exercise of options  granted
under  the Plan  will  have been  initially  registered  pursuant  to a Form S-8
Registration  Statement  filed by the  Company.  Subsequent  resales  of  shares
obtained  pursuant to the Plan may be eligible for immediate resale depending on
whether an exemption from registration is available or whether the shares are in
fact registered. The Company makes no statement as to subsequent sale-ability of
specific shares  obtained  pursuant to the Plan and urges any persons seeking to
sell shares so obtained to seek counsel from independent attorneys.

     As may be  applicable  for  subsequent  resale of shares  obtained from the
Plan,  the Board  believes  that the  Company  has filed all  reports  and other
materials  required to be filed  during the  preceding  twelve  months under the
Securities Exchange Act of 1934 as of April 23, 2001.

Tax Effects of Plan Participation & Non-statutory Options

     The  following  discussion  of  the  federal  income  tax  consequences  of
participation  in the Plan is only a summary,  does not purport to be  complete,
and does not  cover,  among  other  things,  state and  local tax  consequences.
Additionally,  differences  in  participants'  financial  situations  may  cause
federal, state, and local tax consequences of participation in the Plan to vary.
Therefore,  each  participant  in the Plan is urged  to  consult  his or her own
accountant,   legal  or  other  advisor   regarding  the  tax   consequences  of
participation  in the Plan.  This  discussion is based on the  provisions of the
Code as presently in effect.

     Under the current  provisions  of the Code,  if shares of Common  Stock are
issued to the original  holder of a  non-qualified  option granted and exercised
under the Plan  (assuming  there is not an active  trading market for options of
the Company),  (i) the option holder ("Holder") will not recognize income at the
time of the grant of the option;  (ii) on exercise of the option the Holder will
recognize  ordinary  income in an amount  equal to the excess of the fair market
value of the shares of Common Stock acquired at the time of exercise over the

                                    Page -20-
exercise  price;  (iii) upon the sale of the  shares of Common  Stock the Holder
will recognize a short term or long term capital gain, or loss, as may be, in an
amount equal to the  difference  between the amount he or she receives  from the
sale of those  shares and the  Holder's  tax basis in the  shares (as  described
below);  and (iv) the Company  will be entitled to expense as  compensation  the
amount of  ordinary  income that the holder  recognized,  as set forth in Clause
(ii) above.

     If the Holder pays the exercise  price  entirely in cash,  the tax basis of
the shares of Common  Stock will be equal to the  amount of the  exercise  price
paid plus the  ordinary  income  recognized  by the Holder from  exercising  the
options.  This basis  should equal the fair market value of the shares of Common
Stock acquired on the date of exercise. The holding period will begin on the day
after the tax basis of the shares is determined.

     The  ordinary  income  received  by the Holder on exercise of the option is
considered  to be  compensation  from  the  Company.  As  with  other  forms  of
compensation,  withholding  tax and other trust fund  payments  will be due with
respect to the  exercise of the  options.  The Company  will  initially  pay the
Optionee's liability and will be reimbursed by Optionee no later than six months
after such liability arises.

Item 2.  Registrant Information and Employee Plan Annual Information

     The Company  will  provide to any  Employee  upon  request a copy,  without
charge,  of the Company's  periodic  reports  filed with the SEC,  including its
latest annual  report on Form 10-KSB and its  quarterly  reports on Form 10-QSB.
The Company will also provide any Employee  upon written or oral request a copy,
without charge, of the documents  incorporated by reference in Item 3 of Part II
of the Form S-8 registration statement. These documents are also incorporated by
reference into the Section 10(a)  prospectus,  of which this document is a part.
Requests  for such  information  should be directed to the Company at Attn:  Sal
Casaccio, 369 Avenue U, Brooklyn, N.Y. 11223.

/s/ Salvatore Casaccio
_____________________________                          Dated: May 4, 2001
Salvatore Casaccio , Director

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