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                                       11-3331350
         ----------                                     ----------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

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

               2000 Employee Benefit Plan of Learner's World, Inc.
               ---------------------------------------------------
                            (Full title of the plan)


                           Sal Casaccio, 369 Avenue U,
                            Brooklyn, New York 11223

            (Name, address, including zip code, of agent for service)

   Telephone number, including area code, of agent for service: (718) 449-3194
                                 --------------

<TABLE>
<CAPTION>

                                          CALCULATION OF REGISTRATION FEE

Title of Securities to be       Amounts to        Proposed Maximum              Proposed Maximum            Amount of
Registered                      be Registered     Offering Price Per            Aggregate Offering          Registration
                                                  Share(1)                      Price                       Fee
<S>                            <C>                <C>                           <C>                        <C>

Common Stock,                            521,000   $0.50                        $260,500                    $69.33
no  par value
==============================  ================  ============================  =========================== ==================
</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 August 3, 2000, a date within five  business  days prior to
         the date of filing of this registration statement.

                                        1


<PAGE>



Settlement of Fees Agreement between Learner's World, Inc. and Richard D. Surber
                  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 Richard D. Surber.

Registration Statement Item Numbers and Headings           Prospectus Heading

1.       Plan Information                               Section 10(a) Prospectus

2.       Registrant Information and                     Section 10(a) Prospectus
         Fee Agreement 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  Form  10-SB/A-1  filed  with the  Securities  and  Exchange
     Commission on May 3, 2000.

2.   The  description of the Common Stock  contained in the Company's Form 10-SB
     Registration Statement filed on December 15, 1999 under the Securities Act,
     including  any  amendment or report filed for the purpose of updating  such
     description.

3.   The  Company's  Form  10-KSB/A-1  filed with the  Securities  and  Exchange
     Commission on July 18, 2000.

4.   The Company's Form 10-QSB filed with the Securities and Exchange Commission
     on August 11, 2000.

5.   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, 1999.

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

                                        2


<PAGE>



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
initial Form 10-SB Registration Statement filed with the Commission on March 22,
2000,  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.")

Item 5. Interests of Named Experts and Counsel

No expert  named as  preparing  or  certifying  all or part of the  registration
statement to which this prospectus pertains,  and no counsel for the Company who
is named in this  prospectus  as having  given an opinion on the validity of the
securities being offered hereby, was hired on a contingent basis or has or is to
receive,  in connection with this offering,  a substantial  interest,  direct or
indirect, in 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.

The foregoing discussion of indemnification merely summarizes certain aspects of
indemnification  provisions  and is limited by  reference to the Sections of the
Laws of New York forth above and the provisions of the Company's  Bylaws and the
Company's Articles of Incorporation, or any amendments thereto.

Item 7.   Exemption from Registration Claimed

                                        3


<PAGE>



No  restricted  securities  are  being  reoffered  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

(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.

                                        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, in the city of Brooklyn, New York, on August 14, 2000.

                                 Learner's World, Inc.

                                     /s/ Salvatore Casaccio
                                 By:________________________
                                 Salvatore Casaccio, as President/CEO & Director

         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
_________________                 Director                      August 17, 2000
Salvatore Casaccio


Signature                           Title                             Date


/s/ Agrippino Casiccio
_________________                 Director                      August 17, 2000
Agrippino Casaccio



Signature                           Title                             Date

/s/ Carmine Notaro
_________________                 Director                      August 17, 2000
Carmine Notaro



Signature                           Title                             Date

/s/ Kevin Gersch
_________________                 Director                      August 17, 2000
Kevin Gersch





                                        5


<PAGE>



Signature                           Title                             Date

/s/ Dominick J. Morreale
_________________                 Director                      August 17, 2000
Dominick J. Morreale











                                        6


<PAGE>


                             INDEX TO EXHIBITS

                                                                  Sequentially
Exhibits    SEC Ref. No.         Description of Exhibit          Numbered Pages
--------    ------------       ----------------------            --------------
A             5, 23(b)   Opinion and consent of Counsel
                         with respect to the legality of
                         the issuance of securities being
                         issued

B              23(a)     Consent of Accountant
C                4       Settlement of Fees Agreement
D                99      Section 10(a) Prospectus
E                99      Conflicts Waiver











                                        7
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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": "333-44158", "film-number": "706145"}, "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                                       11-3331350
         ----------                                     ----------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

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

               2000 Employee Benefit Plan of Learner's World, Inc.
               ---------------------------------------------------
                            (Full title of the plan)

                           Sal Casaccio, 369 Avenue U,
                            Brooklyn, New York 11223

            (Name, address, including zip code, of agent for service)

   Telephone number, including area code, of agent for service: (718) 449-3194
                                 --------------
CALCULATION OF REGISTRATION FEE

Title of Securities to be       Amounts to        Proposed Maximum              Proposed Maximum            Amount of
Registered                      be Registered     Offering Price Per            Aggregate Offering          Registration
                                                  Share(1)                      Price                       Fee
Common Stock,                            521,000   $0.50                        $260,500                    $69.33
no  par value
==============================  ================  ============================  =========================== ==================
(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 August 3, 2000, a date within five  business  days prior to
         the date of filing of this registration statement.

                                        1
Settlement of Fees Agreement between Learner's World, Inc. and Richard D. Surber
                  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 Richard D. Surber.

Registration Statement Item Numbers and Headings           Prospectus Heading

1.       Plan Information                               Section 10(a) Prospectus

2.       Registrant Information and                     Section 10(a) Prospectus
         Fee Agreement 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  Form  10-SB/A-1  filed  with the  Securities  and  Exchange
     Commission on May 3, 2000.

2.   The  description of the Common Stock  contained in the Company's Form 10-SB
     Registration Statement filed on December 15, 1999 under the Securities Act,
     including  any  amendment or report filed for the purpose of updating  such
     description.

3.   The  Company's  Form  10-KSB/A-1  filed with the  Securities  and  Exchange
     Commission on July 18, 2000.

4.   The Company's Form 10-QSB filed with the Securities and Exchange Commission
     on August 11, 2000.

5.   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, 1999.

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

                                        2
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
initial Form 10-SB Registration Statement filed with the Commission on March 22,
2000,  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.")

Item 5. Interests of Named Experts and Counsel

No expert  named as  preparing  or  certifying  all or part of the  registration
statement to which this prospectus pertains,  and no counsel for the Company who
is named in this  prospectus  as having  given an opinion on the validity of the
securities being offered hereby, was hired on a contingent basis or has or is to
receive,  in connection with this offering,  a substantial  interest,  direct or
indirect, in 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.

The foregoing discussion of indemnification merely summarizes certain aspects of
indemnification  provisions  and is limited by  reference to the Sections of the
Laws of New York forth above and the provisions of the Company's  Bylaws and the
Company's Articles of Incorporation, or any amendments thereto.

Item 7.   Exemption from Registration Claimed

                                        3
No  restricted  securities  are  being  reoffered  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

(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.

                                        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, in the city of Brooklyn, New York, on August 14, 2000.

                                 Learner's World, Inc.

                                     /s/ Salvatore Casaccio
                                 By:________________________
                                 Salvatore Casaccio, as President/CEO & Director

         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
_________________                 Director                      August 17, 2000
Salvatore Casaccio

Signature                           Title                             Date

/s/ Agrippino Casiccio
_________________                 Director                      August 17, 2000
Agrippino Casaccio

Signature                           Title                             Date

/s/ Carmine Notaro
_________________                 Director                      August 17, 2000
Carmine Notaro

Signature                           Title                             Date

/s/ Kevin Gersch
_________________                 Director                      August 17, 2000
Kevin Gersch

                                        5
Signature                           Title                             Date

/s/ Dominick J. Morreale
_________________                 Director                      August 17, 2000
Dominick J. Morreale

                                        6
INDEX TO EXHIBITS

                                                                  Sequentially
Exhibits    SEC Ref. No.         Description of Exhibit          Numbered Pages
--------    ------------       ----------------------            --------------
A             5, 23(b)   Opinion and consent of Counsel
                         with respect to the legality of
                         the issuance of securities being
                         issued

B              23(a)     Consent of Accountant
C                4       Settlement of Fees Agreement
D                99      Section 10(a) Prospectus
E                99      Conflicts Waiver

                                        7