Shares Outstanding: 10,698,651 WEB SITE http://www.learnersworld.com Through this website, the Company offers to the public, a location on the Internet where the customers can prepare for tests such as the SAT and other educational exams. The site is designed to help customers prepare for vocational tests, such as civil service, post office, park ranger, police or firefighters the Company also hopes to be able in the future to offer courses in other professions such as insurance agent, stock broker, or real estate agent. The Company intends to bring this content to the Internet and pair it with existing and emerging software to create an exciting interactive online learning environment. CHILD CARE The Company owns and operates three children's care and learning facilities. FUTURE PLANS The Company plans to continue its expansion into the child care and adult education fields. This will be accomplished through the building of new locations, the acquisition of suitable locations and its venture onto the Internet with its Internet based educational, test preparation and vocational training web site. REVENUES Revenues for the year ended December 31, 2000 increased to $1,324,742 from$1,303,239 for the year ended December 31, 1999, an increase of 2%. The increase in gross income is primarily attributable to an increase in tuition fees collected from an increase in students enrolled.