LEARNSAT COM INC, SB-2, 1999-08-12

LEARNSAT COM INC
SB-2, 1999-08-12

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 12, 1999.

REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------

LEARNSAT.COM, INC.
(EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S> <C> <C>
FLORIDA 3663 59-3101307
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER IDENTIFICATION NO.)
ORGANIZATION) CLASSIFICATION CODE NO.)
</TABLE>

3819 SOUTH PERKINS ROAD
STILLWATER, OKLAHOMA 74074
(405) 377-6100
(ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES)

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

CHARLES BREWER, PRESIDENT
AND CHIEF EXECUTIVE OFFICER
LEARNSAT.COM, INC.
3819 SOUTH PERKINS ROAD
STILLWATER, OKLAHOMA 74074
(405) 377-6100
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

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

COPIES TO:

<TABLE>
<S> <C>
BARRY FEINER, ESQ. LAWRENCE B. FISHER, ESQ.
170 FALCON COURT ORRICK, HERRINGTON & SUTCLIFFE LLP
MANHASSET, NEW YORK 11030 666 FIFTH AVENUE
PHONE: (516) 484-6890 18TH FLOOR
FAX: (516) 484-6867 NEW YORK, NEW YORK 10103
PHONE: (212) 506-5000
FAX: (212) 506-5151
</TABLE>

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

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis, pursuant to Rule 415 under the Securities Act of
1933, check the following box: [X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]

(Continued on next page.)

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

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2

(Continued from previous page)

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
TITLE OF EACH AMOUNT MAXIMUM MAXIMUM AMOUNT OF
CLASS OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
BEING REGISTERED REGISTERED PER UNIT(1) OFFERING PRICE(1) FEE
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Units (each consisting of two shares
of Common Stock, $0.001 par value,
two Class C Redeemable Warrants
and one Class D Redeemable
Warrant, each Warrant exercisable
for one share of Common Stock).... 1,534,100 $ 3.00 $ 4,602,300 $1,279.44
- ---------------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.001 par value,
underlying the Units.............. 3,068,200 (2) (2) (2)
- ---------------------------------------------------------------------------------------------------------------------------------
Class C Redeemable Warrants......... 3,068,200 (2) (2) (2)
- ---------------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.001 par value,
underlying the Class C Redeemable
Warrants.......................... 3,068,200(3)(4) $ 3.00(5) $ 9,204,600 $2,558.88
- ---------------------------------------------------------------------------------------------------------------------------------
Class D Redeemable Warrants......... 1,534,100 (2) (2) (2)
- ---------------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.001 par value,
underlying the Class D Redeemable
Warrants.......................... 1,534,100(6)(4) $ 6.50(7) $ 9,971,650 $2,772.12
- ---------------------------------------------------------------------------------------------------------------------------------
Underwriter's Warrants(8)........... 133,400 $0.0001 $ 13.34 -0-
- ---------------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.001 par value,
underlying the Underwriter's
Warrants.......................... 266,800(9) $ 1.80(10) $ 480,240 $ 133.51
- ---------------------------------------------------------------------------------------------------------------------------------
Class C Non-Redeemable Warrants
underlying the Underwriter's
Warrants.......................... 266,800(9) -0- -0- -0-
- ---------------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.001 par value,
underlying the Underwriter's Class
C Non-Redeemable Warrants......... 266,800(3)(4) $ 3.00(12) $ 800,400 $ 222.51
- ---------------------------------------------------------------------------------------------------------------------------------
Class D Non-Redeemable Warrants
underlying the Underwriter's
Warrants.......................... 133,400(9) -0- -0- -0-
- ---------------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.001 par value,
underlying the Underwriter's Class
D Non-Redeemable Warrants......... 133,400(13)(4) $ 6.50(14) $ 867,100 $ 241.05
- ---------------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.001 par
value(15)......................... 1,250,000 $ 1.50(16) $ 1,875,000 $ 521.25
- ---------------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.001 par value,
underlying the selling
shareholders' A Redeemable
Warrants(15)...................... 1,250,000 $ 2.50(17) $ 3,125,000 $ 868.75
- ---------------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.001 par value,
underlying the selling
shareholders' B Redeemable
Warrants(15)...................... 625,000(4) $ 4.00(18) $ 2,500,000 $ 695
- ---------------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.001 par value,
underlying the Placement Agent's
warrants.......................... 125,000 $ 1.50(16) $ 187,500 $ 52.13
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Common Stock, $0.001 par value,
underlying the Placement Agent's A
Non-Redeemable
Warrants.......................... 125,000 $ 3.00(17) $ 375,000 $ 104.25
- ---------------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.001 par value,
underlying the Placement Agent's B
Non-Redeemable Warrants........... 62,500 $ 4.80(20) $ 300,000 $ 83.40
- ---------------------------------------------------------------------------------------------------------------------------------
Total Registration Fee.............. $9,532.29
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</TABLE>

(1) Estimated solely for purposes of determining the registration fee pursuant
to Rule 457 under the Securities Act of 1933.
(2) Pursuant to Rule 457(i), no additional registration fee is required for
these Shares of Common Stock or C or D Warrants being registered as part of
the Units being offered to the public and sold to the Underwriter, since no
additional consideration is to be paid for them.
(3) Reserved for issuance upon exercise of the Class C Redeemable Warrants.
(4) Pursuant to Rule 416(a), there are also being registered an indeterminate
number of additional shares of Common Stock which may be issued pursuant to
the anti-dilution provisions of the Warrants.
(5) Exercise price of Class C Redeemable Warrants.
(6) Reserved for issuance upon exercise of the Class D Redeemable Warrants.
(7) Exercise price of Class D Redeemable Warrants.
(8) Issued to the Underwriter entitling the Underwriter to purchase one share
of Common Stock, one Class C Non-Redeemable Warrant and one Class D
Non-Redeemable Warrant for each ten of these securities sold excluding a
15% over-allotment option.
(9) Reserved for issuance upon exercise of the Underwriter's Warrants.
(10) Exercise price of Underwriter's Warrants.
(11) Reserved for issuance upon exercise of the Class C Non-Redeemable Warrants.
(12) Exercise price of Underwriter's Class C Non-Redeemable Warrants.
(13) Reserved for issuance upon exercise of the Class D Non-Redeemable Warrants.
(14) Exercise price of Underwriter's Class D Non-Redeemable Warrants.
(15) To be offered by selling shareholders.
(16) Public offering price.
(17) Exercise price of the Class A Redeemable Warrants purchased by the selling
shareholders.
(18) Exercise price of the Class B Redeemable Warrants purchased by the selling
shareholders.
(19) Exercise price of the Placement Agent's Class A Non-Redeemable Warrants.
(20) Exercise price of the Placement Agent's Class B Non-Redeemable Warrants.
<PAGE> 3

The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission or any applicable state securities commission
is effective. This prospectus is not an offer to sell these securities and it is
not soliciting an offer to buy these securities in any state where the offer or
sale is not permitted.

SUBJECT TO COMPLETION, DATED AUGUST 12, 1999

LEARNSAT.COM, INC.
------------------------
1,334,000 UNITS

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

This is an initial public offering of 1,334,000 units of LearnSat.Com, Inc.
Each unit consists of two shares of common stock, two class C redeemable common
stock purchase warrants and one class D redeemable common stock purchase
warrant. You may trade the common stock and warrants separately starting six
months from the effective date of this offering unless we agree with the
underwriter that trading may begin sooner.

No public market currently exists for the units, the common stock or the
warrants. We anticipate that the initial public offering price will be between
$ and $ per unit, which consists of between $ and $ per share,
between $ and $ per C warrant and between $ and $ per D
warrant. We have applied to list the units, common stock and the warrants on
Tier II of the Pacific Stock Exchange under the symbols , and
, respectively.

The selling shareholders identified in this prospectus are offering
1,375,000 shares of common stock and an additional 2,062,500 shares of common
stock which we will issue to them if they exercise warrants currently held by
them.

BEFORE BUYING THE UNITS, CAREFULLY READ THIS PROSPECTUS, ESPECIALLY THE
RISK FACTORS BEGINNING ON PAGE . THE PURCHASE OF OUR SECURITIES INVOLVES A
HIGH DEGREE OF RISK.

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

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

The underwriter may purchase up to an additional 200,100 units from us at
the initial public offering price, less the underwriting discount.

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

Delivery of the common stock and warrants will be made on or about
, 1999, in New York, New York, against payment in immediately
available funds.

DIRKS & COMPANY, INC.

THE DATE OF THIS PROSPECTUS IS , 1999.
<PAGE> 4

TABLE OF CONTENTS

<TABLE>
<S> <C>
Prospectus Summary.......................................... 1
Risk Factors................................................ 4
Forward-Looking Statements.................................. 10
Use of Proceeds............................................. 11
Dividend Policy............................................. 11
Dilution.................................................... 12
Private Financing........................................... 13
Capitalization.............................................. 14
Selected Financial Data..................................... 15
Management's Discussion and Analysis of Financial Condition
and Results of Operations................................. 17
Business.................................................... 23
Management.................................................. 35
Certain Transactions........................................ 40
Principal Shareholders...................................... 41
Selling Shareholders........................................ 42
Description of Securities................................... 44
Shares Eligible for Future Sale............................. 47
Underwriting................................................ 48
Legal Matters............................................... 50
Experts..................................................... 50
Additional Information...................................... 50
Financial Statements........................................ F-1
</TABLE>

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

You should rely only on the information contained in this document or to
which we have referred you. We have not authorized anyone to provide you with
information that is different. We are not offering to sell you or asking you to
buy anything other than the units. We are not offering to sell you or asking you
to buy anything in any jurisdiction where doing so is not permitted. The
information in this document may only be accurate on the date of this document.

i
<PAGE> 5

PROSPECTUS SUMMARY

This summary highlights some information from this prospectus. This summary
does not contain all of the information that investors should consider before
investing in our common stock and warrants. We encourage you to read the entire
prospectus before you decide whether to invest.

OUR BUSINESS

We market and install satellite communications equipment. We also resell
many telecommunications products. We plan to build a new communications delivery
system that will provide satellite-based Internet telecommunications services.
We are developing a system called ED-WEB(TM) to deliver video, audio, data and
other transmissions. This system will send and receive Internet data by
satellite. We will sell it to specific markets -- primarily those markets
located in rural areas and remote parts of the world that lack access to
high-speed telephone lines or cables.

We believe many potential purchasers of our services exist, including:

- schools;

- medical facilities;

- corporate offices;

- power plants and manufacturing facilities; and

- government agencies.

We anticipate that customers for ED-WEB(TM) services will include, among
others, people seeking Internet access, businesses and schools staging video
conferences, and computer users who wish to link to the U.S. Internet
infrastructure, connect to virtual private networks, or buy space from a web
host.

We were incorporated in the State of Florida in October 1991. Our executive
offices are located at 3819 South Perkins Road, Stillwater, Oklahoma 74074. Our
telephone number is (405) 377-6100; and our email address is [email protected].
We maintain a web site at www.learnsat.com. Information contained on our web
site is not part of this prospectus.
1
<PAGE> 6

THE OFFERING

Securities Offered............ 1,334,000 units, each unit consisting of two
shares of common stock, two class C redeemable
warrants and one class D redeemable warrant.
You may trade the common stock and warrants
separately starting six months after the
effective date of this offering unless we agree
with the underwriter that trading may begin
sooner.

Common Stock Outstanding Prior
to the Offering............... 13,690,677 shares; excludes outstanding
options, underwriter's over-allotment option
and warrants.

Common Stock Outstanding After
the Offering................ 16,358,677 shares; excludes outstanding
options, underwriter's over-allotment option
and warrants.

Warrants Outstanding After the
Offering.................... 5,877,000 warrants.

Use of Proceeds............... - Completion of ED-WEB(TM) system development;

- Initial installation and marketing of the
ED-WEB(TM) system;

- Purchase of equipment for our current
business;

- Repayment of bank line of credit; and

- Working capital and general corporate
purposes.

- - Risk Factors You should read the "Risk Factors" section as
well as the other cautionary statements
throughout the entire prospectus, so that you
understand the risks associated with an
investment in our securities.

- - Proposed Pacific Stock
Exchange Symbol for Units
---------------------------------------------------
for Common Stock
---------------------------------------------------
for Class C Redeemable
Warrants
---------------------------------------------------
for Class D Redeemable
Warrants
---------------------------------------------------
2
<PAGE> 7

SUMMARY FINANCIAL DATA

<TABLE>
<CAPTION>
THREE MONTHS
YEAR ENDED DECEMBER 31, ENDED MARCH 31,
------------------------ --------------------
1997 1998 1998 1999
---------- ---------- -------- --------
<S> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Net sales............................... $2,576,230 $2,231,299 $389,042 $416,121
Cost of sales........................... 2,076,336 1,914,482 333,538 350,104
---------- ---------- -------- --------
Gross profit............................ 499,894 316,817 55,504 66,017
Selling, general and administrative
expenses.............................. 282,721 409,970 108,603 104,919
---------- ---------- -------- --------
Operating income (loss)................. 217,173 (93,153) (53,099) (38,902)
Interest expenses -- net................ (42,000) (58,611) (15,273) (13,017)
Other income............................ -- -- -- 5,680
---------- ---------- -------- --------
Net Income (loss)....................... $ 175,173 $ (151,764) $(68,372) $(46,239)
========== ========== ======== ========
</TABLE>

The following table provides pro forma income statement data as if
LearnSat.Com had entered into employment agreements with two of its officers as
of the first day of each period and as if LearnSat.Com was being taxed as a C
Corporation during each of these periods.

<TABLE>
<CAPTION>
THREE MONTHS
YEAR ENDED DECEMBER 31, ENDED MARCH 31,
------------------------ ------------------------
1997 1998 1998 1999
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
PRO FORMA STATEMENT OF OPERATIONS
DATA:
Pro forma net income (loss).......... $ 85,673 $ (172,264) $ (73,497) $ (46,239)
========== ========== ========== ==========
Basic pro forma net income (loss) per
common share....................... $ 0.01 $ (0.01) $ (0.01) $ (0.00)
========== ========== ========== ==========
Weighted average number of common
shares outstanding -- basic........ 12,440,677 12,440,677 12,440,677 12,801,788
========== ========== ========== ==========
Diluted pro forma net income per
common share....................... $ 0.01
==========
Weighted average number of common
shares outstanding -- diluted...... 12,474,011
==========
</TABLE>

The following table provides a summary of our balance sheet at March 31,
1999:

- on an actual basis; and

- on an adjusted basis to reflect the sale of 1,334,000 units in this
offering, using an estimated initial offering price of $3.00 per unit and
the receipt of the estimated net proceeds. See "Use of Proceeds" and
"Capitalization."

<TABLE>
<CAPTION>
MARCH 31, 1999
-------------------------
ACTUAL AS ADJUSTED
---------- -----------
<S> <C> <C>
BALANCE SHEET DATA:
Working capital............................................. $ 703,521 $2,456,794
Total assets................................................ 1,722,743 4,540,516
Short-term debt............................................. 186,424 186,424
Long-term debt.............................................. 461,052 186,052
Stockholders equity......................................... 533,325 3,626,098
</TABLE>

3
<PAGE> 8

RISK FACTORS

Before you invest in our securities you should be aware that there are
various risks, including those described below. Each of these risk factors could
adversely affect our business, operating results and financial condition, which
in turn could adversely affect the value of an investment in our common stock
and warrants. You should carefully consider these risk factors together with all
of the other information included in this prospectus before you decide whether
to purchase units in this offering.

BECAUSE OUR PLANNED NEW BUSINESS SEGMENT HAS NO OPERATING HISTORY, THERE IS NO
ASSURANCE OF PROFITABILITY.

We have been in the business of selling and installing satellite
communications equipment since 1991, but are new to the business of providing
high-speed two-way satellite based Internet telecommunications services. We
cannot assure that we will be able to operate our planned communications
services business segment profitably. In order to attain profitability in this
new market, we must, among other things:

- successfully complete development of our proprietary software;

- install and test our two-way satellite communications system;

- market and sell our new services and the related hardware system;

- develop and sustain a customer base; and

- control costs.

Although we believe that there is a market for our planned services,
assuming that the software development is completed and the system operates to
its specifications, we can give no assurance that these services will be
accepted by potential customers or that we can obtain or expand a customer base
for these services. If we fail to introduce our planned services successfully,
whether due to the capabilities or pricing of these services or otherwise, there
will be a materially adverse effect on our business, financial condition and
results of operations.

WE WILL DEPEND ON THE PROCEEDS OF THIS OFFERING TO FINANCE OUR PLANNED NEW
BUSINESS SEGMENT, AND WE MAY NEED ADDITIONAL FINANCING.

We believe that we will require approximately $2.4 million to complete the
development of our two-way satellite communications services and to begin
generating revenues from sales of our proposed new services and system. Because
our current operations are capital intensive, we cannot utilize cash flow from
these operations to fund development of the ED-WEB(TM) system. Accordingly,
implementation of the two-way satellite communications services will be wholly
dependent upon the proceeds from the sale of the units. We estimate that $2.4
million will be sufficient to attain commercial viability for our new business,
but we can give no assurance to this effect. If additional financing is
required, we cannot assure that we will be able to obtain it on acceptable
terms, if at all. See "Use of Proceeds" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations."

OUR SUCCESS WILL DEPEND ON OUR OBTAINING PATENT AND PROPRIETARY TECHNOLOGY
PROTECTION.

The loss or challenge of any patent we may obtain could have a materially
adverse effect on our proposed operations. The success of our new business
segment will depend, in part, on our ability to:

- complete the registration of our patent for providing two-way satellite
communications;

- obtain additional related patents as necessary;

4
<PAGE> 9

- protect patents once issued;

- operate without infringing on the proprietary rights of others; and

- maintain trade secrets and proprietary technology that we develop.

We cannot assure you that:

- any issued patents will provide us with competitive advantages or will
not be challenged by others;

- the patents of others will not have an adverse effect on our ability to
do business; or

- others will not independently develop similar technologies, or will not
duplicate any of our technologies or design around our patents.

The prosecution or defense of patent infringement litigation, if required, could
involve a substantial commitment of our time and financial resources. In
addition, we regard our trademarks, trade secrets and similar intellectual
property as important to our success. Our efforts to establish and protect our
intellectual property rights may be inadequate to prevent misappropriation or
infringement of these rights. If we are unable to safeguard these rights, it
could materially adversely affect our operating results and financial condition
See "Business -- Patents, Trade Secrets and Trademarks."

THE MARKET IN WHICH OUR NEW BUSINESS WILL COMPETE IS SUBJECT TO RAPID
TECHNOLOGICAL CHANGES THAT COULD PUT US AT A COMPETITIVE DISADVANTAGE.

If we are unable to keep up with the changes in technology in our industry,
our business will be adversely affected. The markets in which our new business
will compete -- the telecommunications, Internet and software industries -- are
characterized by rapid technological change. The introduction of services or
products embodying new technologies or the emergence of new industry standards
and practices could render our existing services or products obsolete. Assuming
that we are able to implement two-way satellite communications services through
the Ed-WEB(TM) system, our future success will depend in part on our ability to
enhance services and products, and develop new ones to keep pace with
technological advances.

OUR BUSINESS WILL COMPETE AGAINST MAJOR TELECOMMUNICATIONS COMPANIES, AMONG
OTHERS.

Even if we are able to establish our two-way satellite communications
services business, we cannot assure you that we will be able to compete
successfully. Although we believe that there is little current direct
competition in the market in which we propose to compete, we are likely to
encounter intense competition from other firms engaged in related businesses
whose products and services could be applicable to our planned market and/or who
could develop products and services to compete directly with our planned
products and services. Our potential competitors include satellite
communications companies such as Hughes Communications, telecommunications
companies such as MCI/WorldCom and telephone companies such as Southwestern
Bell. Most if not all of these potential competitors are substantially larger,
and have:

- substantial and successful operations;

- significantly greater financial and other resources;

- more employees; and

- more extensive facilities.

See "Business -- Planned Operations as a Telecommunications and Internet Service
Provider, ED-WEB(TM) Competition."

5
<PAGE> 10

WE COULD ENCOUNTER BARRIERS TO ENTERING THE AREA OF TELEMEDICINE, WHICH IS THE
USE OF ELECTRONIC MEDIA TO CONNECT MEDICAL PRACTITIONERS AND PATIENTS.

We believe that one of the prime markets for our two-way satellite
communications services will be the healthcare industry. Our ED-WEB(TM) system
could be used for remote medical diagnosis and treatment. However, our
participation in telemedicine could involve us in issues of:

- licensing for medical practitioners where more than one state
jurisdiction is involved;

- our liability for the actions of medical practitioners who use our
system; and

- qualification for coverage by HMOs or other medical insurance plans.

These factors could have an adverse effect on our business. See
"Business -- Planned Operations as a Telecommunications and Internet Service
Provider, ED-WEB(TM) Marketing."

OUR PROPOSED BUSINESS COULD FACE RISKS IN INTERNATIONAL MARKETS.

We plan to market a portion of our communications services outside of the
United States. There are substantial risks in marketing products and services in
foreign countries. These include, among others:

- the difficulty of administering business abroad;

- exposure to currency fluctuations and devaluations or restrictions on
money supplies;

- foreign and domestic export laws and regulations;

- taxation, tariffs, import quotas and restrictions;

- shipping interruptions;

- political instability; and

- other economic and political events entirely beyond our control.

In addition, we may find it difficult to prevent the unauthorized use of our
technology in foreign countries.

OUR BUSINESS WOULD BE SIGNIFICANTLY ADVERSELY AFFECTED BY THE LOSS OF A MAJOR
CUSTOMER.

During calendar year 1998, three of our customers accounted for
approximately 63% of our sales. During the first three months of 1999, two of
our customers accounted for 81% of our sales. The loss of one or more of these
customers would materially adversely affect our business, financial condition
and results of operations. See "Business -- Current Products and Services, Sales
and Markets."

BECAUSE WE DEPEND ON AN EXCLUSIVE SUPPLIER, LOSS OF THIS SUPPLIER WOULD
SIGNIFICANTLY ADVERSELY AFFECT OUR BUSINESS.

A subsidiary of General Instruments is our sole supplier of digital
encoders and decoders. It provided products that generated approximately 13% of
our sales on an annual basis in 1998. Although we believe that our relationship
with this supplier is satisfactory, the loss of this supplier would materially
adversely affect our business, financial condition and results of operations.

BECAUSE OUR SATELLITE COMMUNICATIONS SYSTEM IS SUBJECT TO GOVERNMENT
REGULATIONS, FAILURE TO COMPLY WITH THESE REGULATIONS WOULD SIGNIFICANTLY
ADVERSELY AFFECT OUR BUSINESS.

The ownership and operation of our communication systems are subject to
significant regulation by the Federal Communications Commission. The license,
upon which our existing business is

6
<PAGE> 11

dependent, is subject to renewal by the FCC. Our new ED-WEB(TM) system will also
be dependent upon retaining and expanding the scope of the FCC license for
international use. If we fail to retain and expand our license, our business
would be materially adversely affected. We cannot assure that our existing
license will be renewed or that the rules and regulations of the FCC will
continue to permit us to operate our business as planned. See
"Business -- Government Licensing."

THE MARKET IN WHICH OUR CURRENT BUSINESS COMPETES IS RELATIVELY SMALL, CAPITAL
INTENSIVE AND EXHIBITS LIMITED PROFITABILITY.

We estimate that gross annual sales in our current market -- selling and
installing satellite communications equipment -- is approximately $20 million.
We have five major competitors in this market, all of whom are larger than we
are, have greater management, sales and financial resources then we have, and
most of whom generate more annual sales than we do. We cannot assure that we
will continue to compete successfully in this market and it is unlikely that our
sales in this market will increase significantly, if at all.

IF WE FAIL TO RESOLVE YEAR 2000 ISSUES OUR BUSINESS COULD BE ADVERSELY AFFECTED.

Many computer systems and software products use two digits rather than four
to define the applicable year. In other words, date-sensitive software may
recognize a date using "00" as the year 1900 rather than the year 2000. This
could result in system failures or miscalculations causing disruptions of
operations. Year 2000 compliance of equipment and software provided by third
party vendors is not within our control. Literature on the equipment we
currently sell and install indicates that this equipment is year 2000 compliant.
We are in the process of making inquiries to manufacturers of this equipment to
obtain certification of their year 2000 compliance.

The proprietary software to be used in our ED-WEB(TM) system is being
developed with four digit year recognition and, although we do not anticipate
any year 2000 problems with this software, we can give no assurance to this
effect. In the event that any hardware and/or software is not year 2000
compliant, our systems may not operate properly. If a year 2000 problem should
develop, we might have to overhaul our hardware and software and, possibly,
suspend satellite communications services. Our satellite communications services
operations would likely be materially adversely affected. See "Management's
Discussion and Analysis of Financial Condition And Results of Operations -- Year
2000 Issues."

WE DEPEND UPON THE CONTINUED EMPLOYMENT OF CHARLES BREWER AND LOSS OF HIS
SERVICES WOULD ADVERSELY AFFECT OUR BUSINESS.

We believe that our ability to successfully operate our existing business,
implement our proposed plans and operate profitably depends on the continued
employment of Charles Brewer. We currently have an employment agreement with Mr.
Brewer and maintain key man insurance on his life in the amount of $1 million,
of which $200,000 of the proceeds are currently assigned to our lending
institution. The benefits received under this policy would not be sufficient to
compensate LearnSat.Com for the loss of Mr. Brewer's services should a suitable
replacement not be employed. If he becomes unable or unwilling to continue in
his current position, our business, financial condition, and results of
operations could be materially adversely affected. We cannot assure that we
could recruit and retain new management personnel should the need arise. See
"Management."

OUR COMPANY IS CONTROLLED BY LINDA AND CHARLES BREWER WHO HAVE THE POWER TO
ELECT ALL OUR DIRECTORS.

Following the offering, Linda and Charles Brewer, two of our executive
officers and directors, will own beneficially approximately 76.36%, and 74.53%
if the underwriter's over-allotment option is

7
<PAGE> 12

exercised in full, of our outstanding common stock. Mr. and Mrs. Brewer are
husband and wife. Because our Articles of Incorporation do not provide for
cumulative voting, Mr. and Mrs. Brewer will control LearnSat.Com and the power
to elect all our directors, appoint our management and approve actions requiring
the approval of a majority of shareholders. See "Principal Shareholders" and
"Description of Securities -- Common Stock."

IF YOU INVEST IN OUR COMMON STOCK YOU WILL INCUR IMMEDIATE AND SUBSTANTIAL
DILUTION.

If you purchase units, your investment will sustain an immediate and
substantial dilution because the net tangible book value per share of the common
stock acquired by you will be $0.22, compared to the $1.50 per share price paid
by you, assuming an initial public offering price of $3.00 per unit. In
addition, the exercise of warrants and options currently outstanding could cause
additional, substantial dilution to you. The current shareholders will benefit
from a substantial increase in the net tangible book value of their shares. See
"Dilution."

LACK OF A PUBLIC MARKET FOR OUR SECURITIES WOULD LIMIT YOUR ABILITY TO RESELL
THESE SECURITIES.

If you purchase units, in the absence of any readily available secondary
market for our securities, you will likely experience great difficulty in
selling your securities at or near the price you originally pay, if at all.
Prior to the offering, there has been no public market for our units, common
stock or warrants. Although our securities will be listed for trading on the
Pacific Stock Exchange, we do not know the extent to which investor interest in
us will lead to the development of a trading market or how liquid that market
might be.

WE HAVE A LIMITATION ON OUR DIRECTORS' AND OFFICERS' LIABILITY FOR BREACH OF
FIDUCIARY DUTY.

If you purchase units, you will have a limited right to recover against our
directors and officers' for their breach of fiduciary duty. Our Articles of
Incorporation and our By-laws limit the liability of our directors and officers
to LearnSat.Com or our shareholders for monetary damages for breach of fiduciary
duty except as may be permitted under Florida Law. See
"Management; -- Limitation of Liability and Indemnification Matters."

THE UNDERWRITER MAY CONTINUE TO HAVE INFLUENCE OVER US.

Following the completion of this offering, the underwriter may designate
one person for election to our board of directors for three years after the
effective date of the registration statement. Accordingly, the underwriter will
continue to influence our operations following the completion of this offering.
The underwriter's interests may not coincide with those of our shareholders. The
underwriter's designee on our board of directors could be in a position to cast
a deciding vote on a matter of importance. Also, the underwriter could limit our
ability to obtain financing at a time when we may think it desirable to do so.

THE UNDERWRITER'S WARRANTS MAY ADVERSELY AFFECT OUR ABILITY TO RAISE ADDITIONAL
CAPITAL.

Upon consummation of the offering we will sell to the underwriter and/or
its designees, for nominal consideration, warrants to purchase up to 266,800
shares of common stock at $1.80 per share, 266,800 C non-redeemable warrants and
133,400 D non-redeemable warrants. For the life of the underwriter's warrants,
the holders will have, at a nominal cost, the opportunity to profit from a rise
in the market price of our common stock with a resulting dilution in the
interest of our existing security holders. As long as the underwriter's warrants
remain unexercised, our ability to obtain additional financing may be limited.
The underwriter may exercise its warrants at a time when we would, in all
likelihood, be able to obtain any needed capital by a new offering of securities
on terms more favorable than those provided for by the warrants.

8
<PAGE> 13

YOU CANNOT SELL THE SHARES UNDERLYING THE WARRANTS IF WE DO NOT HAVE AN
EFFECTIVE REGISTRATION STATEMENT.

The warrants cannot be exercised and the underlying shares sold unless a
prospectus is kept effective and the shares underlying the warrants are
qualified or exempt in the states in which exercising warrant holders reside. We
have registered these shares and have qualified them in the states where we plan
to sell the units unless this qualification has not been required. We have also
filed an undertaking with the SEC to maintain a current prospectus relating to
these shares until the expiration of the warrants. However, we cannot assure
that we will be able to satisfy this undertaking. If we fail to do so the
warrants may be deprived of any value. The common stock and warrants are
detachable and separately transferable six months after the effective date of
this offering unless sooner agreed to by us and the underwriter. Purchasers may
buy warrants in the aftermarket or may move to jurisdictions in which the shares
underlying the warrants are not so registered or qualified during the period
that the warrants are exercisable. In that event, we would be unable to issue
shares to those persons desiring to exercise their warrants, and warrant holders
would have no choice but to offer to sell the warrants in a jurisdiction where a
sale is permitted or allow them to expire unexercised.

POTENTIALLY ADVERSE EFFECTS MAY RESULT FROM OUR RIGHT TO REDEEM THE WARRANTS.

Under some circumstances, we may redeem all of the warrants at nominal
cost. If you are a warrant holder and we call for redemption, to the extent we
redeem your warrants, you will lose your right to purchase shares pursuant to
your warrants. Furthermore, the threat of redemption could force you to

- exercise your warrants at a time when it may be disadvantageous for you
to do so;

- sell your warrants at the then current market price when you might
otherwise wish to hold them; or

- accept the redemption price which will be substantially less than the
market value of your warrants at the time of redemption.

See "Description of Securities -- Warrants" for the conditions under which we
may redeem the warrants.

OUR ABILITY TO ISSUE PREFERRED STOCK MAY ADVERSELY AFFECT YOUR RIGHTS AS A
COMMON SHAREHOLDER AND BE USED AS AN ANTI TAKE-OVER DEVICE.

Our Articles of Incorporation authorize our board of directors to issue up
to 20 million shares of preferred stock without approval from our shareholders.
If you purchase our common stock, this means that the board of directors has the
right, without your approval as a common shareholder, to fix the relative rights
and preferences of the preferred stock. This would affect your rights as a
common shareholder regarding, among other things, dividends and liquidation. We
could also use the preferred stock to deter or delay a change in control of
LearnSat.Com that may be opposed by our management even if the transaction might
be favorable to you as a common shareholder. See "Description of
Securities -- Preferred Stock."

FLORIDA CORPORATE LAW ANTI-TAKEOVER PROVISIONS COULD BE DETRIMENTAL TO YOUR
INTERESTS AS A SHAREHOLDER.

Some provisions of the Florida Business Corporation Act could delay or
frustrate the removal of incumbent directors or a change in control of
LearnSat.Com. They also could discourage, impede, or prevent a merger, tender
offer or proxy contest, even if such an event would be favorable to the
interests of our shareholders. See "Description of Securities -- Corporate Law
Anti-Takeover Provisions" for a discussion of these provisions.

9
<PAGE> 14

UNREGISTERED SHARES ELIGIBLE FOR FUTURE SALE MAY AFFECT THE MARKET PRICE OF
COMMON STOCK SHOULD A PUBLIC MARKET DEVELOP.

If a market for our common stock should develop in the future, the price of
our common stock could drop as a result of sales of a large number of shares of
common stock in the market after the offering, or the perception that these
sales could occur. These factors also could make it more difficult for us to
raise funds through future offerings of common stock. Mr. and Mrs. Brewer have
agreed with Dirks not to sell or otherwise transfer their restricted securities
until 13 months after the date of this prospectus unless earlier permitted by
Dirks. See "Shares Eligible for Future Sale."

FORWARD-LOOKING STATEMENTS

Some of the information in this prospectus may contain forward-looking
statements. These statements can be identified by the use of forward-looking
terminology such as "may," "will," "expect," "anticipate," "estimate,"
"continue" or other similar words. These statements discuss future expectations,
contain projections of results of operations or of financial condition or state
other "forward-looking" information. When considering these forward-looking
statements, you should keep in mind the risk factors and other cautionary
statements in this prospectus. The risk factors noted in this section and other
factors noted throughout this prospectus, including some risks and
uncertainties, could cause our actual results to differ materially from those
contained in any forward-looking statement.

10
<PAGE> 15

USE OF PROCEEDS

The net proceeds to LearnSat.Com from the sale of the units in this
offering are estimated to be approximately $3.1 million, or approximately $3.6
million if the underwriter's over-allotment option is exercised in full, after
payment of underwriting discounts and commissions and estimated offering
expenses, assuming an initial public offering price of $3.00 per unit.

The following table sets forth our estimated use of these proceeds.

<TABLE>
<CAPTION>
AMOUNT OF NET PERCENTAGE OF
PURPOSE PROCEEDS NET PROCEEDS
- ------- ------------- -------------
<S> <C> <C>
Completion of ED-WEB(TM) system development.... $1,100,000 35.6
Initial installation and marketing of the
ED-WEB(TM) system............................ 1,300,000 42.0
Purchase of equipment for our current
business..................................... 100,000 3.2
Repayment of bank line of credit............... 275,000 8.9
Working capital and general corporate
purposes..................................... 318,000 10.3
---------- ------
TOTAL.......................................... $3,093,000 100.00
========== ======
</TABLE>

The above table represents our best estimate of how we will allocate the
net proceeds of the offering, based on our current operations, plans, and
economic conditions. The amount and timing of expenditures will vary depending
on factors that include our progress in developing and marketing our new
ED-WEB(TM) system and services, and changes in competitive conditions. We
reserve the right to modify the percentage of net proceeds used for any one
purpose to the extent that we determine advisable. Accordingly, we will have
broad discretion as to application of these proceeds. Shareholders may disagree
with our determination of the best use of proceeds. We cannot assure that the
proceeds will be invested to yield a favorable return.

We believe that the net proceeds from the sale of the units and cash
generated by our operations will suffice to satisfy our contemplated cash
requirements for at least 12 months after the date of this prospectus. In the
event that we do require additional financing, we cannot assure that this
financing will be available to us on acceptable terms, if at all.

We plan to invest the proceeds that we do not immediately use principally
in United States government securities, short-term certificates of deposit,
money market funds or other short-term interest bearing investments.

DIVIDEND POLICY

We have never paid any dividends on our common stock. We currently intend
to retain any earnings our operations may generate to finance the development
and expansion of our business. We do not anticipate paying any cash dividends on
our common stock in the foreseeable future. Future cash dividends, if any, will
be paid at the discretion of our board of directors. Any future determination to
pay cash dividends will depend on:

- the results of our operations;

- our financial condition;

- our capital requirements,

- our contractual restrictions; and

- other factors deemed relevant at the time by our board of directors.

11
<PAGE> 16

DILUTION

If you purchase securities in this offering, you will experience immediate
and substantial dilution in the net tangible book value of the common stock from
the initial public offering price. Our net tangible book value per share as of
March 31, 1999 was approximately $0.04 per share of common stock. Net tangible
book value per share is determined by dividing our tangible net worth, that is
our total tangible assets less our total liabilities, by the total number of
outstanding shares of common stock.

As of March 31, 1999, our tangible assets consisted of all of our assets as
shown on our balance sheet, except for intangible assets amounting to $38,928.
After giving effect to our sale of 2,668,000 shares of common stock in this
offering, excluding the underwriter's over-allotment option, without giving
effect to the shares issuable upon the exercise of any warrants, our adjusted
net tangible book value per share as of March 31, 1999 would have been
approximately $0.22. This represents an immediate increase in the adjusted net
tangible book value per share of $0.18 to existing common shareholders and an
immediate dilution, the difference between the $1.50 per share price to the
public, assuming that the entire price of the units is allocated to the shares,
and the adjusted net tangible book value per share after the offering, in the
adjusted tangible book value of $1.28 per share, representing a dilution
percentage of approximately 85%, to new investors.

The following table illustrates this per share of common stock dilution:

<TABLE>
<S> <C> <C>
The initial price of a share of common stock paid by new
investors............................................. $1.50
Net tangible book value per share of common stock before
the offering.......................................... $0.04
Increase in adjusted net tangible book value per share
of common stock attributable to new investors......... 0.18
-----
Adjusted net tangible book value per share of common
stock after the offering.............................. 0.22
-----
Dilution of adjusted net tangible book value per share
of common stock to new investors...................... $1.28
=====
</TABLE>

If the over-allotment option is exercised in full, the adjusted net
tangible book value per share of common stock after the offering would have been
$0.25, resulting in dilution to new investors of $1.25 per share of common
stock.

12
<PAGE> 17

PRIVATE FINANCING

In March 1999, we completed the sale of 12.5 units at a price of $50,000
per unit in a private financing transaction. Each private financing unit
consisted of 100,000 shares of common stock, 100,000 class A redeemable common
stock purchase warrants, and 50,000 class B redeemable common stock purchase
warrants. Each class A redeemable warrant entitles the holder to purchase one
share of common stock at a price of $2.50 per share and each class B redeemable
warrant entitles the holder to purchase one share of common stock at a price of
$4.00 per share. The class A redeemable warrants are exercisable through
December 31, 2002 and the class B redeemable warrants are exercisable through
December 31, 2004. The shares of common stock underlying the private financing
units and the shares of common stock issuable upon exercise of the class A
redeemable warrants and the class B redeemable warrants have been registered for
public sale and are included in this prospectus. Charles and Linda Brewer
purchased one half unit which they paid for with a promissory note. The note,
together with interest at the annual rate of 7.75%, is due on March 5, 2000. See
"Selling Shareholders" for information relating to the shareholders who are
offering these securities for sale.

Barry W. Blank purchased two units in the private financing and his mother
purchased one half unit. Mr. Blank is employed by Dirks as a registered
representative. He participated in the sale of the private financing units and
will participate in the sale of the units in this offering.

13
<PAGE> 18

CAPITALIZATION

The following table sets forth, as of March 31, 1999, the capitalization of
LearnSat.Com

- on an actual basis; and

- on an as adjusted basis to reflect receipt of the estimated net proceeds
from sale of units in this offering, at an assumed initial offering price
of $3.00 per unit, after deducting underwriter's discounts and
commissions and our offering expenses. See also "Use of Proceeds."

Shares of common stock does not include: (i) 1,500,000 shares of common
stock reserved for issuance under our stock option plan, of which 540,000 shares
will be subject to outstanding options upon completion of this offering; (ii)
underwriter's warrants to purchase up to 667,000 shares of common stock; and
(iii) 2,062,500 shares of common stock issuable upon exercise of outstanding
warrants owned by the selling shareholders. See "Private Financing,"
"Management -- Stock Option Plan" and "Selling Shareholders." You should read
this table in conjunction with our financial statements and related notes
included elsewhere in the prospectus.

<TABLE>
<CAPTION>
MARCH 31, 1999
-----------------------
ACTUAL AS ADJUSTED
-------- -----------
<S> <C> <C>
Short term borrowings and current portion of long-term
debt................................................... $186,424 $ 186,424
======== ==========
Long-term debt........................................... $461,052 $ 186,052
-------- ----------

Shareholders' equity:
Preferred stock, $0.001 par value; 20,000,000 shares
authorized; no shares issued and outstanding, actual
and as adjusted..................................... -- --
Common stock, $0.001 par value; 50,000,000 shares
authorized; 13,690,677 shares issued and
outstanding, actual; 16,358,677 shares issued and
outstanding, as adjusted............................ 13,691 16,359
Additional paid-in-capital............................. 586,069 3,676,174
Accumulated deficit.................................... (41,435) (41,435)
Less stock subscription receivable..................... (25,000) (25,000)
-------- ----------
Total shareholders' equity..................... 533,325 3,626,098
-------- ----------
Total capitalization........................... $994,377 $3,812,150
======== ==========
</TABLE>

14
<PAGE> 19

SELECTED FINANCIAL DATA

The following selected financial data should be read in conjunction with
the financial statements and the related notes of LearnSat.Com and "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
appearing elsewhere in the prospectus. The selected financial data presented
below under the caption "Statement of Operations Data" for the years ended
December 31, 1997 and 1998 are derived from our financial statements which have
been audited by Goldstein Golub Kessler LLP, independent certified public
accountants. The balance sheet as of December 31, 1998 and the statement of
operations for the years ended December 31, 1997 and 1998 and the related report
are included elsewhere in this prospectus. The selected financial data presented
below under the caption "Pro Forma Statement of Operations Data" are unaudited
and are derived from the financial statements of LearnSat.Com included elsewhere
in this prospectus. The selected financial data presented below as of March 31,
1999 and for the three months ended March 31, 1998 and 1999 are derived from the
unaudited financial statements appearing elsewhere in this prospectus. In the
opinion of management, the unaudited financial statements for the interim
periods include all adjustments (consisting only of normal recurring accruals)
necessary for a fair presentation of the results for such periods. The results
of operations for the three months ended March 31, 1999 are not necessarily
indicative of the results expected for the full year. No cash dividends, other
than S Corporation distributions, were paid for any years presented.

<TABLE>
<CAPTION>
THREE MONTHS
YEAR ENDED DECEMBER 31, ENDED MARCH 31,
------------------------ --------------------
1997 1998 1998 1999
---------- ---------- -------- --------
<S> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Net sales............................... $2,576,230 $2,231,299 $389,042 $416,121
Cost of sales........................... 2,076,336 1,914,482 333,538 350,104
---------- ---------- -------- --------
Gross profit............................ 499,894 316,817 55,504 66,017
Selling, general and administrative
expenses.............................. 282,721 409,970 108,603 104,919
---------- ---------- -------- --------
Operating income (loss)................. 217,173 (93,153) (53,099) (38,902)
Interest expense -- net................. (42,000) (58,611) (15,273) (13,017)
Other Income............................ 5,680
---------- ---------- -------- --------
Net Income (loss)....................... $ 175,173 $ (151,764) $(68,372) $(46,239)
========== ========== ======== ========
</TABLE>

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, THREE MONTHS ENDED MARCH 31,
------------------------ ----------------------------
1997 1998 1998 1999
---------- ---------- ------------ ------------
<S> <C> <C> <C> <C>
PRO FORMA STATEMENT OF OPERATIONS
DATA:
Pro forma net income (loss).......... $ 85,673 $ (172,264) $ (73,497) $ (46,239)
========== ========== ========== ==========
Basic pro forma net income (loss) per
common share....................... $ 0.01 $ (0.01) $ (0.01) $ (0.00)
========== ========== ========== ==========
Weighted average number of common
shares outstanding -- basic........ 12,440,677 12,440,677 12,440,677 12,801,788
========== ========== ========== ==========
Diluted pro forma net income per
common share....................... $ 0.01
==========
Weighted average number of common
shares outstanding -- diluted...... 12,474,011
==========
</TABLE>

15
<PAGE> 20

The following table provides a summary of our balance sheet at March 31,
1999:

- on an actual basis; and

- on an as adjusted basis to reflect the sale of 1,334,000 units in this
offering, using an estimated initial offering price of $3.00 per unit and
the receipt of the estimated net proceeds.

<TABLE>
<CAPTION>
MARCH 31, 1999
-------------------------
ACTUAL AS ADJUSTED
---------- -----------
<S> <C> <C>
BALANCE SHEET DATA:
Working capital........................................ $ 703,521 $2,456,794
Total assets........................................... 1,722,743 4,540,516
Short-term debt........................................ 186,424 186,424
Long-term debt......................................... 461,052 186,052
Shareholders' equity................................... 533,325 3,626,098
</TABLE>

16
<PAGE> 21

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

In this section, we explain the financial condition and results of
operations of LearnSat.Com for the fiscal years ended December 31, 1998 and 1997
and the three month periods ended March 31, 1999 and 1998. We also discuss the
anticipated capital requirements for our planned new business
segment -- providing high-speed two-way satellite communications services. As
you read this section, you may find it helpful to refer to our financial
statements and the notes to those statements at the end of this prospectus."

RESULTS OF OPERATION

In this section, we discuss our earnings for the periods indicated and the
factors affecting them that resulted in changes from one period to the other.

Comparison of Three Months ended March 31, 1999 to Three Months ended March
31, 1998

Net Sales

Net sales consists of sales of products and services net of any discounts
and allowances. Net sales increased to $416,121 for the three months ended March
31, 1999 from $389,042 for the three months ended March 31, 1998. We believe
that this increase of $27,079, or 7.0%, was primarily due to an increase in
encoder sales.

Cost of Sales

Cost of sales consists primarily of equipment and materials purchased for
resale. Cost of sales increased by $16,566, or 5.0%, to $350,104 for the three
months ended March 31, 1999 from $333,538 for the three months ended March 31,
1998. However, as a percentage of net sales, cost of sales decreased to 84.1%
for the three months ended March 31, 1999 from 85.7% for the three months ended
March 31, 1998. We believe the slight decrease in cost of sales as a percentage
of net sales was due primarily to our ability to better control installation
expenses.

As a result, gross profit increased by $10,513, or 18.9%, to $66,017 for
the three months ended March 31, 1999 from $55,504 for the three months ended
March 31, 1998.

Selling, General and Administrative Expenses

Selling, general and administrative expenses consist of such items as
salaries, professional fees, depreciation and amortization, travel and
insurance. Selling, general and administrative expenses decreased by
approximately 3.4% to $104,919 for the three months ended March 31, 1999 from
$108,603 for the first three months ended March 31, 1998.

Selling expenses decreased to $1,433 for the first three months of 1999
from $8,635 for the first three months of 1998. This decrease of $7,202, or
83.4%, reflects the fact that we redesigned our web site during the first three
months of 1998.

General and administrative expenses increased by approximately 3.5% to
$103,486 for the first three months of 1999 from $99,968 for the first three
months of 1998.

Operating Loss

As a result of the factors discussed above, our operating loss decreased
$14,197, or 26.7%, to $38,902 for the first three months of 1999 from $53,099
for the first three months of 1998.

17
<PAGE> 22

Interest Expense

Interest expense, excluding interest income of $2,037, decreased slightly,
or 1.4%, to $15,054 for the first three months of 1999 from $15,273 for the
first three months of 1998.

Comparison of Fiscal Year ended December 31, 1998 to Fiscal Year ended
December 31, 1997

Net Sales

Net sales decreased to $2,231,299 for fiscal 1998 from $2,576,230 for
fiscal 1997. We believe that the primary reason for this decrease of $344,931,
or 13.4%, was a delay in the delivery of two encoders by the manufacturer until
after December 31, 1998. Had these encoders been timely delivered, net sales for
fiscal 1998 would have increased by approximately $225,000, which represents
approximately 65% of the decrease in net sales from fiscal 1997 to fiscal 1998.
We believe that another significant factor in the decrease in net sales was a
reduction in orders for decoders during the last quarter of fiscal 1998. We do
not believe that this decrease is a long-term trend, although we can give no
assurance to this effect.

Cost of Sales

Cost of sales decreased by $161,854, or 7.8%, to $1,914,482 for fiscal 1998
from $2,076,336 for fiscal 1997. However, as a percentage of net sales, cost of
sales increased to approximately 85.8% for fiscal 1998 from approximately 80.6%
for fiscal 1997. We believe the increase in cost of sales as a percentage of net
sales primarily was due to a tightening of the labor market for skilled
satellite installers which required us to rely on subcontractors rather than
employees for satellite installations.

As a result, gross profit decreased by $183,077, or 36.6%, to $316,817 for
fiscal 1998 from $499,894 for fiscal 1997.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased $127,249, or 45.0%,
to $409,970 for fiscal 1998 from $282,721 for fiscal 1997.

Selling expenses decreased $3,795, or 17.3%, to $18,091 for fiscal 1998
from $21,886 for fiscal 1997.

General and administrative expenses increased to $391,879 for fiscal 1998
from $260,835 for fiscal 1997. We believe that this increase of $131,044, or
50.2%, resulted primarily from our commencement of activities related to our
proposed new business segment. We began to explore the feasibility of entering
the Internet communications services business in December 1997.

Operating Income (Loss)

As a result of the factors discussed above, our operating income decreased
by $310,326, or 142.9%, to a $93,153 loss for fiscal 1998 from income of
$217,173 for fiscal 1997.

Interest Expense

Interest expense increased to $58,611 for fiscal 1998 from $42,000 for
fiscal 1997. We believe that this increase of $16,611, or 39.6%, resulted
primarily from increased carrying costs related to inventory that was already in
the field but was not installed, due to delays mainly related to obtaining
satellite installers. We generally do not bill a client until installation is
completed or certain major milestones have been met. As a result, we were
required to finance the cost of this equipment for a longer than usual period of
time. In this regard, see the discussion of our credit line below in "Liquidity
and Capital Resources."

18
<PAGE> 23

Through December 31, 1998, we elected to be treated as an S corporation.
This means that we were able to pass through the income or loss of LearnSat.Com
directly to our shareholders. We were required to terminate S corporation status
prior to the commencement of our private offering in January 1999. The private
offering is discussed below in "Liquidity and Capital Resources" and in the
"Private Financing" section of this prospectus. As a result, all future income
taxes will be LearnSat.Com's responsibility. As reflected in Note 11 of our
financial statements, if we had terminated S corporation status prior to January
1, 1997, our net income after taxes in fiscal 1997 would have been $85,673,
rather than $175,173 and our net loss after taxes in fiscal 1998 would have been
$172,264, rather than $151,764. This pro forma data assumes that, in lieu of the
S corporation distributions these shareholders took, we had paid salaries to our
shareholder-officers during these two fiscal years in amounts equal to their
first year's salary, as set forth in their employment agreements.

LIQUIDITY AND CAPITAL RESOURCES

At March 31, 1999, we had working capital of $703,521 compared to working
capital of $350,786 at December 31, 1998. This increase in working capital
resulted primarily from our receipt of net proceeds from the sale of units
consisting of stock and warrants in a private financing transaction completed in
March 1999, less the use of some of these proceeds to repay a portion of the
amount due on our line of credit.

Net Cash Flow From Operating Activities

We had a negative cash flow from operating activities for the first three
months of fiscal 1999 in the amount of $295,322 compared to a positive cash flow
from operating activities for the first three months of fiscal 1998 of $130,593.
Cash flow for the first three months of fiscal 1999 was negative primarily due
to a significant decrease in accounts payable and accrued expenses. Cash flow
from operations was positive for the first three months of fiscal 1998 primarily
due to a decrease in accounts receivable of $566,191, offset by a decrease of
$427,991 in accounts payable and accrued expenses. The significant decrease in
accounts receivable during the first three months of fiscal 1998 was due to our
receipt of payment for decoders shipped in December 1997.

We had a positive cash flow from operating activities for the 1998 fiscal
year in the amount of $54,019 compared to a negative cash flow from operating
activities for the 1997 fiscal year of $9,616. Cash flow for fiscal 1998 was
positive primarily due to a significant decrease in accounts receivable, offset
primarily by a decrease in accounts payable and accrued expenses and a net loss
from operations. Accounts receivable decreased by $389,252 during fiscal 1998
compared to an increase in accounts receivable of $514,215 during fiscal 1997.
Similarly, accounts payable decreased by $253,894 during fiscal 1998 compared to
an increase in accounts payable of $146,175 during fiscal 1997. We believe that
the increase in accounts payable and the decrease in the accounts receivable are
both due to timing issues related to shipment and payment; we made a $508,560
shipment of decoders in December 1997, but we did not receive payment until
February 1998.

Net Cash Used in Investing Activities

Our investing activities during the first three months of fiscal 1999
primarily related to the construction of our expanded corporate office building.
Cash flows used in investing activities decreased to $15,074 during the first
three months of fiscal 1999 from $23,453 during the first three months of fiscal
1998. This decrease of $8,379 or approximately 35.7% primarily was due to a non-
recurring event -- a minor insurance recovery related to one of our
vehicles -- during the first three months of fiscal 1999.

During the 1998 fiscal year, our investing activities consisted primarily
of remodeling our facilities and purchasing a company vehicle. Cash flows used
in investing activities decreased to

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<PAGE> 24

$64,858 during fiscal 1998 from $173,305 during fiscal 1997. This decrease of
$108,447 or approximately 62.6% primarily was due to the fact that we purchased
land and a mobile up-link in fiscal 1997 and did not make comparable purchases
during fiscal 1998.

Net Cash Provided by or Used in Financing Activities

We received net cash from financing activities of $407,240 during the first
three months of fiscal 1999. We used $68,055 in financing activities during the
first three months of fiscal 1998. This significant increase in net cash
provided by financing activities was due primarily to the receipt of
approximately $503,750 of net cash proceeds from our private financing
transaction, discussed below.

Net cash received from financing activities decreased to $56,384 during
fiscal 1998 from $164,189 for fiscal 1997. This decrease of $107,805 or
approximately 65.7% primarily resulted from a decrease in the net amount of
proceeds from short-term borrowings and long-term debt, less payments of
short-term borrowings and long-term debt to $154,252 for fiscal 1998 from
$246,513 for fiscal 1997. A $15,544 or approximately 18.9% increase in S
corporation distributions to shareholders also contributed to the decrease in
net cash from financing activities. As discussed above in "Results of
Operation -- Comparison of Fiscal Year ended December 31, 1998 to Fiscal Year
ended December 31, 1997; Interest Expense," we terminated our S corporation
status in December 1998.

In April 1999, we refinanced our existing line of credit with a line of
credit from BancFirst that permits us to borrow up to $450,000. As of July 15,
1999, our outstanding principal balance under the credit line was approximately
$369,600. Outstanding principal under this credit line bears interest at an
annual rate equal to the Chase New York Prime Rate plus 1%. Interest is payable
monthly and all principal and accrued unpaid interest is due on April 8, 2000.
Funds due under this credit line are secured by substantially all of our assets,
including accounts receivable and inventory, and part of the credit line is
secured by the personal guarantees of Linda and Charles Brewer. We will use a
portion of the proceeds from this offering to repay a part of this credit line

If we default on the credit line or any other debt that we owe to the bank,
the bank can:

- declare the outstanding balance plus all accrued interest immediately
due;

- increase the annual interest rate to the lesser of 21% or the maximum
permitted under Oklahoma law; and

- seize and sell the collateral.

Events of default include:

- our failure to make a payment when due;

- our breach of a promise or our misrepresentation to the bank;

- our failure to perform any other covenants or obligations under the
credit line;

- our default under any other agreement that materially affects our
property or our ability to repay the credit line;

- our becoming insolvent or entering into bankruptcy, insolvency or some
other similar transaction;

- if any creditor of ours attempts to take any of our assets that are
pledged as security under the credit line;

- defective collateralization;

- if either Linda or Charles Brewer, the guarantors of the credit line,
dies or is the subject of any of the other events of default discussed in
this paragraph; or

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<PAGE> 25

- if we experience a materially adverse change in our financial condition
or the bank, in good faith, no longer deems itself secured.

We are required to provide the bank with periodic financial information and
we cannot incur any additional debt without the bank's permission, except for
trade debt incurred in the ordinary course of our business. The amount of any
future advance under the credit line that we may request is limited to 80% of
our eligible finished contract receivables plus 50% of inventory; however, no
advances will be made on work in process.

In April 1999, we refinanced other loans with two term notes from
BancFirst, one for $79,663 and the other for $52,625. As of July 15, 1999, our
outstanding principal balance under the $79,663 note was approximately $77,120
and under the $52,625 note was approximately $50,215. These notes bear interest
at an annual rate equal to the Chase New York Prime Rate plus 1%. Principal and
interest are payable in monthly installments. The final payment under the
$79,663 note is due on April 15, 2003 and the final payment under the $52,625
note is due on April 15, 2002. Funds due under these notes are secured by all of
our equipment, vehicles, furniture, and fixtures. The other material terms of
these notes are similar to those in our credit line with BancFirst discussed
above.

In March 1999, we raised gross proceeds of $625,000 from the sale of units
consisting of stock and warrants in a private financing transaction. $25,000 of
this amount is represented by a note receivable from Mr. and Mrs. Brewer.

FUNDING FOR OUR PLANNED OPERATIONS AS A BROAD BAND INTERNET SERVICE PROVIDER

We believe that we will require approximately $2.4 million to complete the
development of our new ED-WEB system and to begin generating revenues from
sales. We anticipate that we may need an additional $ 200,000 to $ 1.2 million
to expand the high-speed two-way satellite communications services system during
the first year and an additional $3.5 million to $31 million to support an
expanded system by the end of our fifth year of operating this new business
segment. The variation in amounts will depend on where the sites will be
located. However, to the extent that we lease rather than purchase the
equipment, the amount of funds that we will require could decrease by up to 75%.

We expect, but we cannot assure, that the net proceeds from this offering
will be sufficient to complete development and begin generating revenues. Our
actual future liquidity and capital requirements will depend on numerous factors
discussed under the sections entitled "Risk Factors" and "Business." We will
need additional funding to continue our expansion plans. In addition, we do not
anticipate that revenues from operations will be sufficient to generate positive
cash flow from then existing operations for at least 18 to 24 months. We hope to
obtain this additional financing from the exercise of warrants, future equity
and/or debt offerings and, possibly, bank or other traditional forms of funding.
We cannot assure you that this funding will be available when required on terms
acceptable to us, or at all. In the event that we are unable to obtain needed
future financing, our expansion plans and our operations could be materially
adversely affected. We may be forced to limit or curtail our expansion plans and
focus on maximizing revenues and reducing costs related to then ongoing
operations.

YEAR 2000 ISSUES

Many currently installed computer systems and software products use two
digits rather than four to define the applicable year, which means that
date-sensitive software may recognize a date using "00" as the year 1900 rather
than the year 2000. Our failure to address potential year 2000 malfunctions in
our computer and non-information technology equipment and systems and those of
our business partners could result in our suffering business interruptions,
financial loss, harm to our reputation and legal liability.

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<PAGE> 26

The proprietary software to be used in our ED-WEB(TM) system is being
developed with four digit year recognition. We do not anticipate year 2000
problems with this software although we can give no assurance to this effect.
The hardware in our system will be standard, off-the-shelf personal computers.
Year 2000 compliance of equipment and software provided by third-party vendors
is not within our control. We plan to obtain assurances from our vendors that
any hardware and software that we use to construct the ED-WEB(TM) system will be
year 2000 compliant. However, in the event that this hardware or software is not
year 2000 compliant, our ED-WEB(TM) system may not operate properly. If a year
2000 problem should develop, we may have to overhaul our hardware and software
and, possibly, suspend providing satellite communications services. Our
satellite communications services operations and revenues could be materially
adversely affected.

Literature on the equipment that we currently sell and install indicates
that this equipment is year 2000 compliant. We are in the process of making oral
and written inquiries to manufacturers of this equipment to obtain certification
of their year 2000 compliance. We have only received a small percentage of
responses to our inquiries thus far. As a result, we have not received year 2000
compliance assurances from many of these parties nor do we expect to. We
anticipate that some entities with whom we have or will have third-party
relationships may not respond to our request for year 2000 assurances because
they have not completed their year 2000 compliance efforts or they may lack
sufficient incentive to respond to our inquiries. We do not plan to
independently verify any of the assurances we receive. In addition, these
parties are reliant upon other companies' applications, some of which may
contain or rely upon software that is not year 2000 compliant and that may not
be revealed through our inquiries. To the extent that year 2000 issues do arise
with regard to this equipment, purchasers will be required to look to the
manufacturer rather than to us for resolution of the problem. There are a number
of back-up suppliers of equipment for most of the equipment that we sell.
However, there are no back-up suppliers of encoders or decoders should there be
year 2000 problems with these devices.

Should we identify any problem with respect to our year 2000 readiness, we
will seek to develop a remedy, test the proposed remedy and prepare a
contingency plan, if necessary. We intend to develop contingency plans to
resolve our most reasonably likely worst case year 2000 problems, which have not
yet been identified. If any of our third-party suppliers are not year 2000
compliant, we will attempt to replace them with a year 2000 compliant supplier.
We intend to complete our determination of the worst case scenarios after we
have received and analyzed responses to our inquiries of third parties. We
expect to complete our contingency plan by the end of October 1999.

We do not have any material contracts with external contractors to assist
us in completing our year 2000 compliance effort. In addition, no employees have
been hired or reassigned to complete our year 2000 compliance.

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BUSINESS

GENERAL

We have marketed and installed satellite communications equipment since our
inception in 1991. We have provided satellite-delivered services that supply
video and audio links between teachers and remote classrooms. We have offered
these satellite communication services by providing our customers with the
products, installation, training and warranties relating to these services. We
have also been a reseller of many telecommunications products.

Based on our experience in the telecommunications market, we plan to expand
into the market for satellite broad band Internet access services. Broad band
Internet service is Internet data operating or transmitting at 256 KBPS or
Kilobits per second and above, which is a data transmitting rate expressed in
thousands of bits per second. Broad band technology allows for the transmission
of video, audio, data and other services over the Internet at 256 KBPS and
above.

We will offer Internet access services via satellite from our own ISP,
Internet service provider, or from other ISPs. We will also offer Intranet
service as a provider of VPNs, virtual private networks, where the Internet is
not fast enough or the quality of service is unacceptable. A virtual private
network is a data communications network that by-passes public networks such as
the Internet.

We plan to utilize our existing FCC-licensed satellite transmitting
facility to offer high-speed Internet satellite services through a new delivery
system that we are developing called ED-WEB(TM). These satellite Internet
services will be offered using existing hardware and software platforms. We will
augment these platforms with software that we are developing and for which we
have filed a patent. We initially intend to establish high-speed Internet access
services, and then offer ED-WEB(TM) as a licensed product.

We believe the rural and global marketplace presents a business opportunity
because most service providers consider it too costly to provide rural areas
with the infrastructure for telecommunications services that will support the
services we intend to provide through the ED-WEB(TM) system. We have identified
rural and global communities underserved by other telecommunication providers
for our planned new services. Schools, libraries, hospitals, businesses and
government agencies in these areas generally lack high-speed Internet access.

We believe that ED-WEB(TM) will provide potential customers in these
communities with improved communication services that support new applications
in:

- distance learning -- the use of electronic media to connect teachers and
remote classrooms;

- desktop and group videoconferencing;

- telemedicine -- the use of electronic media to connect medical
practitioners and patients;

- Internet access;

- surveillance -- the use of electronic media to enable monitoring of
remote sites;

- process control -- the use of electronic media to allow control of remote
sites; and

- virtual private networks.

Distance Learning applications include:

- teacher training;

- literacy training;

- citizenship programs;

- job skills training; and

- curriculum development.

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Telemedicine applications include:

- diagnostic analysis;

- tumor treatment;

- patient monitoring;

- patient care;

- clinical treatment for prisoners; and

- clinical treatment for patients in remote locations.

Internet access applications include:

- web hosting -- storage and retrieval services for customer web sites;

- local wireless transmissions;

- multimedia portals -- the ability to provide a group of video, data and
voice application services to markets such as medical practitioners;

- corporate and multi-family access -- the ability to send more than one
signal to a building and then to distribute these signals throughout the
building; and

- global connections for undersea cable providers.

Virtual Private Networks access applications include:

- corporate infrastructure for secure multimedia -- the ability to scramble
satellite signals to prevent unauthorized access;

- private training networks;

- resort and cruise ship multimedia; and

- online test and repairs of specialized equipment.

We also hope to attract businesses, including corporate extension offices
and manufacturing facilities, and government agencies such as correctional
facilities to use our high-speed Internet services. These sites are often
excluded from high-speed Transmission Control Protocol/Internet Protocol,
TCP/IP, based communications systems. TCP/IP is the protocol, or standard, used
to transmit data, video and voice over the Internet.

We cannot assure, however, that the ED-WEB(TM) system and related products
and services will be accepted by the marketplace at a level which will make our
new business profitable because we have not begun to offer these products and
services and have no direct experience on which to base an estimate of
acceptance. We also cannot assure that if the ED-WEB(TM) system is accepted in
the marketplace, others will not enter the market and significantly adversely
affect our ability to compete.

CURRENT PRODUCTS AND SERVICES

Products

We provide hardware as well as installation and maintenance services for
universities, colleges, and K-12 schools for distance learning courses taught
via satellite. Traditionally, we have focused our efforts on providing sales,
network installation services and products that transmit and receive data
primarily by satellite.

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<PAGE> 29

The general categories in which we currently sell products and services
include:

- DIGITALLY ENCODED SATELLITE UP-LINK EARTH STATIONS. These are facilities
located at colleges and universities employed to transmit courses to
satellites using the new compressed digital technology based on ISO
standards. These standards permit equipment manufactured by different
vendors to operate together. ISO, the International Standards
Organization, is a multi-national group that set standards for data
acquisition and transmission.

- DECODER-EQUIPPED SATELLITE DOWN-LINK EARTH STATIONS. These are
television receive-only satellite systems that can decode digitally
transmitted signals.

- STAND-ALONE SATELLITE DECODERS. These are decoders manufactured by
General Instruments. Approximately ten states as well as the Public
Broadcasting System and its affiliates transmit signals that require each
receiving site to use at least one decoder.

- SATELLITE TRANSMISSION SERVICES. These are one-way, scheduled
transmission services.

- TRANSPORTABLE EARTH STATIONS. These are satellite up-links -- one way
connections from earth stations to satellites -- that can be delivered to
remote sites to provide up-link services for specific courses or
programs.

- VIDEO/AUDIO TELECONFERENCING SYSTEMS. These are distance learning
classrooms that include cameras, microphones and other aids to teach
courses from remote locations.

Some of the specific products we distribute include:

- satellite antennas;

- high power amplifiers and transceivers;

- video upconverters/modulators;

- digital satellite encoders;

- digital satellite decoders and receivers;

- low noise block converters;

- analog satellite receivers;

- satellite test equipment;

- antenna feeds;

- actuators; and

- classroom monitors, cameras, microfilm and control equipment.

We purchase products from various manufacturers, including:

- Cable/Home Communication Corp., a subsidiary of General Instruments
Corporation;

- CPI, Inc. (formerly Varion);

- D.H. Satellite, Inc.;

- Panasonic;

- Andrew Corp.;

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- Prodelin Corporation;

- Norsat International, Inc.; and

- Chaparral Communications, Inc.

We are a valued-added reseller, which means we provide services that add
capabilities to the products we market. We have agreements with our vendors that
define the price at which we purchase items, specific terms and conditions, and
a description of the products. Some agreements specify minimum purchase order
quantities and, therefore, require that we stock inventory. For those agreements
which do not require minimum quantities, we purchase products against customer
purchase orders. All agreements permit us to sell individual pieces or integrate
the pieces into a system.

We have approximately 20 vendors and written agreements with five of them.
Cable/Home Communication Corp. accounted for approximately 32% of our purchases
and provided products that generated approximately 13% of our sales in 1998. We
have purchased products from Cable/Home Communication Corp. since 1996. We have
no written agreement with Cable/Home Communication Corp. No other single vendor
has accounted for more than 10% of our purchases. We do not have exclusive
arrangements with our vendors.

Our systems are typically warranted for one year for our workmanship in
building the system. Product warranties are passed through from the
manufacturer. Since inception, the cost of our warranties has approximated less
then 1% of our annual sales.

Sales and Markets

Most of our sales are to not-for-profit organizations, such as schools,
universities and Federal and state government agencies, or to entities that sell
to these institutions. We have ongoing quantity and fixed price agreements to
sell satellite products to:

- Nebraska ETV; and

- South Carolina ETV.

The following three customers accounted for approximately 63% of our gross sales
for the fiscal year ended December 31, 1998:

- the Florida Department of Education;

- Kentucky Educational Television; and

- the University of New Mexico.

In addition, we distribute our products to about 50 resellers.

Not-for-profit institutions require competitive bidding. Thus,
approximately 90% of what we sell is competitively bid. Some agreements are
multi-year while others are based on dollar volume. In either case, these
institutions are generally restricted to annual or dollar volume budgets.

We sell our products and systems primarily in response to requests for bids
or requests for quotations submitted by our potential customers. We must be a
qualified vendor in order for our bid to be accepted. In order to be a qualified
vendor we must demonstrate that we can competently provide the services we offer
and, in a number of instances, satisfy certain financial requirements. We are
currently a qualified vendor for approximately 100 potential customers.

We market our services by advertising in trade publications such as the
annual Phillips Satellite Access Guide, Via Satellite and Satellite
Communications, monthly trade journals, and The Funding Sources for K-12 Schools
and Adult Basic Education published by the Oryx Press, an annual funding source
book for not-for-profit organizations. We also participate in industry trade
shows.

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Competition

The market for satellite services and products is evolving rapidly. We
expect that competition will continue to intensify. Our major competitors
include:

- Convergent Media Systems;

- Dawn Satellite;

- Satellite Engineering Group;

- Miralite Communications; and

- Andrew Corporation.

Convergent Media Systems is our primary competitor for product sales. It is
a privately owned company located in Atlanta, Georgia. Dawn Satellite, located
in Lake Orion, Michigan, and Satellite Engineering Group, located in Kansas
City, Missouri, are also privately-owned companies that compete with us for
product sales.

Miralite Communications competes with us for product sales and is our
primary competitor for systems sales. It is a privately-owned company located in
Newport Beach, California. Miralite has a larger sales organization than we have
and builds antennas, which we do not. We believe these factors increase
Miralite's ability to compete against us.

Andrew Corporation, one of our antenna vendors, also competes with us for
systems sales. Andrew is a public corporation with annual sales in excess of
$200 million.

Some of our competitors have longer operating histories, larger customer
bases and significantly greater financial, marketing and other resources than we
have. In addition, some of our competitors may be able to secure merchandise
from vendors on more favorable terms, devote greater marketing resources, and
adopt more aggressive pricing policies.

Our customers generally require us, as a systems builder, to obtain
performance and completion bonds. Our current financial condition limits us to
bonding amounts of no more than approximately $1 million per contract.
Accordingly, we do not bid to build systems that will cost more than $1 million.
We believe, but cannot assure, that the proceeds of this offering will permit us
to compete more effectively in our current business by allowing us to raise the
amount of the bonds we can obtain and, thus, increase the number of products we
offer.

PLANNED OPERATIONS AS A TELECOMMUNICATIONS AND INTERNET SERVICE PROVIDER

We are currently expanding the scope of our services by becoming an ISP and
telecommunications provider offering high-bandwidth Internet services, which
will allow us to provide broad band Internet access and compressed digital video
delivery. Our new telecommunications system will be satellite-based and provide
high-speed two-way data, voice and video transmissions. We believe it will be
unique in providing high bandwidths at remote sites for transmitting as well as
receiving this Internet data. We plan to provide these services through a new
delivery system we are developing called ED-WEB(TM).

ED-WEB(TM)

ED-WEB(TM) is a satellite-based Internet telecommunications technology we
are creating to provide high-speed communication services to communities
underserved by other telecommunication providers. We have a patent application
pending in the U.S. Patent and Trademark Office for this technology. We plan to
offer ED-WEB(TM) initially as a service, beginning in the fourth quarter of
1999. Eventually, we plan to offer it as a licensed product.

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ED-WEB(TM) will permit customers with high-speed connection requirements
who are outside the infrastructure of a local telephone company to send and
receive data at speeds of from 9.6 KBPS to full T-1. T-1 is a bundle of digital
phone lines that operate at a combined bit rate of 1.544 MBPS or megabits per
second, which is a data transfer rate expressed in millions of bits of data per
second. ED-WEB(TM) will offer customers the following three transmission
configurations:

- FULLY INTERACTIVE TWO-WAY VIDEOCONFERENCING AND INTERACTIVE INTERNET. A
fully interactive connection allows the customer's data to be sent from
the site as well as received at the site.

- OUTBOUND ONLY, ALSO KNOWN AS DATA CASTING. Basic data casting allows
high-speed transmission of data to one or multiple nodes of a private,
wide area network. An outbound path transmits data from an earth station
to a satellite. It is designed for use in networks that have a
pre-existing return path or have no need of return path channeling.

- RETURN PATH ONLY, ALSO KNOWN AS BACK HAULS. A return path transmits data
from a customer's earth station to a satellite and back to an earth
station for further transmission.

How the ED-WEB(TM) Service Will Work

ED-WEB(TM) will consist initially of a GEO, or geosynchronous earth
orbital, satellite system with a central site and multiple remote customer
sites. A GEO satellite is a satellite traveling in a fixed orbital path that
allows it to synchronize its movements with the earth. The ED-WEB(TM) system
will transmit data to remote sites using currently available commercial
technologies based on the MPEG II standard. Return data transmissions will use
technologies, or logic, developed by us and defined in our patent application.
MPEG, the Motion Picture Experts Group, is an international organization that
sets standards for the quality of compressed digital data that can transmit
video signals.

The first central site will be located at our facility in Stillwater,
Oklahoma. We will initially locate our remote sites within the satellite
coverage of the U.S. domestic arc, which covers the lower 48 states and also
includes Mexico, Central America and South America. We are negotiating for space
with resellers of space segments on GEO satellites which cover these areas.

We plan to begin operating ED-WEB(TM) within a partial GEO transponder and
later expand it to operate within a full GEO transponder. A transponder is the
circuit on a satellite that transmits and receives a signal from earth. We may
add additional GEO transponders if the ED-WEB(TM) network grows. Eventually, we
hope to expand the ED-WEB(TM) network to accommodate multiple satellites with
different GEO coverages. Ultimately, we hope to expand the ED-WEB(TM) system to
include low earth orbital, or LEO, satellites, at which point we envision this
system accommodating customer requirements for both GEO and LEO satellite
transponders. A LEO is a satellite orbiting the earth in a polar arc at an
altitude of 350 to 1,250 miles. To our knowledge, LEO earth station equipment
that fits our high speed access approach is not commercially available.

A remote site will consist of VSAT equipment. A VSAT, or very small
aperture terminal, is approximately 4' to 6' in diameter. The remote site
equipment will consist of a roof-mounted antenna and PC-based electronics to
support a Ku Band GEO satellite transmitting at a 14-14.5 Ghz frequency. Ku is a
frequency used by satellites that operates at 10 to 20 millionths of a second.
Ghz, or Gigahertz, is a frequency expressed in millionths of a second. We will
furnish, install and maintain this equipment. The ED-WEB(TM) system will also
include indoor equipment for remote sites that will connect to the customer's
internal network.

The ED-WEB(TM) central site in Stillwater will connect to a telephone
company-supplied high-speed fiber network connected to the Internet that will
also provide other telephone company services such as ISDN connections. ISDN, or
Integrated Services Digital Network, consists of two 64 KBPS telephone company
digital lines. The Stillwater central site will operate with a fully redundant

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configuration. That is, the ED-WEB(TM) system will be capable of automatically
switching to an alternate system in the event of electronic failure. A back-up
generator will supply continuous power in the event of power failure. A battery
backup will supply continuous electric power to enable the system to operate
through unplanned power disturbances.

We have designed the central site and most of the remote site. We have
acquired some of the hardware for the central site. We have also designed the
software files to operate ED- WEB(TM). We will use the MPEG II DVB, or Digital
Video Broadcast, system for the outbound path which we will purchase from
General Instruments or another provider of proven products. DVB is a European-
adopted operating standard for the MPEG. We plan to write the proprietary part
of the software for the return path and may contract out the writing of some of
the non-proprietary part.

We estimate it will take approximately 9 to 12 months to complete the
development of ED-WEB(TM) and implement this system by installing the first 28
remote sites. During the first year of operations we hope to install about 200
sites. Thereafter, if customer demand warrants and necessary financing is
available, we plan to install from 500 to 700 sites per year. We estimate the
installation of these additional sites will cost between $1,000 and $6,000 per
site, depending on location and differing data transfer rates. We plan
eventually to support a minimum of 3,500 sites. We can give no assurance,
however, that the cost and/or time needed to complete and install the ED-WEB(TM)
system will not exceed our estimates, that customer support and/or financing
will be available to permit us to expand the system, or that it will attract
sufficient customers to make our business viable.

Internet Access for ISPs and Videoconferencing with ED-WEB(TM)

The first service we will offer ISPs will be the capability to expand their
Internet customer base by enabling rural and global customers to connect to
these ISPs.

Videoconferencing via an Internet protocol will be the second service
ED-WEB(TM) will support. An Internet protocol is a protocol or standard that
allows data to be self-directed. We plan to offer three modes of
videoconferencing:

- A customer may select a dedicated, full-time service. This method will
provide the customer a continuous and uninterrupted video conferencing
connection. The system would operate as though connected to the network
by a telephone company supplied ISDN line. Whenever a customer needs a
connection, the circuit would be available.

- A customer may select a scheduled, time-specific connection. Following a
request for a prearranged time for a conference to the ED-WEB(TM) central
site, the central site would make a space segment available to the
customer for a specific period. Several sites can participate in the
video conference.

- A customer may request an "on demand" connection. This method would
assure the customer either a connection within five seconds of request or
an immediate acknowledgment that the system was seeking one for him.
However, the customer would be restricted to available time in 15 minute
increments.

Videoconferences may take place on a point-to-point basis via any of the
three connection options discussed above, or on a point-to-multi-point basis.

Real Time Internet

We plan to offer companies, government agencies and other institutions the
capability to monitor and control activities at remote sites. Using the
ED-WEB(TM) system, these entities can maintain continual contact with remote
sites through uninterrupted data transmissions via the Internet.

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ED-WEB(TM) Marketing

Initially, we intend to market ED-WEB(TM) to the following entities:

- healthcare providers;

- educational institutions;

- the Federal government, Federal contractors and Federal communications
consultants; and

- ISPs.

We have recently begun limited marketing at the National Association of
Broadcasters Telcom East and Telcom West trade shows. Our experience there
indicates that the customers interested in ED-WEB(TM) are in four general
categories:

- medical schools and hospitals in the U.S., Saudi Arabia, India and
Guatemala;

- U.S. government entities such as the Federal Bureau of Investigation, the
Internal Revenue Service, the Army, the Air Force and the Department of
Labor;

- commercial enterprises such as video conferencing suppliers, systems
integrators, service providers, and GEO and LEO satellite providers; and

- suppliers of distance learning educational material.

The potential customers who have the resources to purchase ED-WEB(TM)-type
services are primarily medical institutions and private businesses. The U.S.
government entities and the international governments that expressed interest
cannot proceed without a lengthy procurement process. We cannot assure, however,
that any expressions of interest in the ED-WEB(TM) system will ever result in
sales.

One Federal government agency indicated that should it use the ED-WEB(TM)
system it would require absolute control and, accordingly, would purchase the
system and operate it with its own personnel. We plan, however, to obtain the
patent prior to licensing ED-WEB(TM) and allowing the system to be operated by
others. We also will offer ISPs the ability to extend their services beyond
their current geographical coverage areas.

We plan to market the ED-WEB(TM) system to schools, libraries, hospitals,
businesses and government agency offices, and to ISPs desiring to provide access
to rural and developing global areas. Based on our current estimate of the
progress of ED-WEB(TM) development, we will begin offering ED-WEB(TM) in the
year 2000 as a basic service to include hardware installation and Internet
access. We plan to include medical, educational and media related content and
anticipate that educators and teaching facilities unaffiliated with us will
provide programming. Subject to compliance with any applicable government
medical licensing requirements, we will offer the capability of transmitting
specialized medical services to remote locations to supplement available care.
We will also provide public schools with the ability to transmit courses taught
via the Internet. We believe VPN service could be put to such uses as
specialized videoconferencing for plant manufacturers in repairing complex
equipment that cannot be moved. We will emphasize the comprehensive nature of
ED-WEB(TM) in our marketing to penetrate the rural and global marketplace.

Another aspect of our marketing will be to focus on the availability of
government funding under the E-Rate provision of the 1996 Telecommunication Act.
This act allows educational institutions to obtain government reimbursement for
a portion of their telecommunications costs. We should be able to provide the
telecommunications services for which many schools, libraries and hospitals are
currently requesting grant discounts.

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<PAGE> 35

An important feature of our marketing strategy will be to highlight the
benefits of broad band Internet service for hospitals, businesses and government
agencies. Because science and technology as well as business opportunities
change rapidly, we believe it essential that thoughts and ideas be exchanged
quickly face-to-face. We believe that ED-WEB(TM)will provide our customers
convenient access to continuing education without large investments and travel
time.

We plan to charge a monthly fee for Internet access plus a per-minute usage
fee. Actual fees may vary depending on our costs. Our pricing structure should
allow flexibility for the individual customer since cost will depend on the
system requirement and the usage time. Schools, hospitals and libraries will
gain access to the ED-WEB(TM) system at lower rates because they may qualify for
as much as an 80% discount under the government funded E-Rate provision. Because
we have no experience selling the ED-WEB(TM) service, we cannot assure you that
our proposed rates will be acceptable to potential customers.

ED-WEB(TM) Promotion and Sales

We recently began promoting ED-WEB(TM) to educational and medical
institutions by placing a full-page color ad with the Oryx Press. The ad
currently appears on the back cover of the 1998-1999 edition of the National
Funding Source Book, printed every two years.

We plan to contact ISPs in or near school districts that have applied for
E-Rate discounts and are least likely to have cable and fiber optic networks in
place. We also intend to continue to exhibit at technology conferences and trade
shows typically attended by potential customers. The trade shows we plan to
attend within the next year include:

- Telcon East;

- Telemedicine 2000;

- Satellite 2000; and

- Internet World East or West.

We are currently identifying additional national and regional conferences for
educators, business people, and the medical profession for future presentations
and exhibits. We also plan to conduct a road show to present ED-WEB(TM) to
select audiences.

Our sales staff will work with local school districts, hospitals,
businesses and government agencies to establish need and technical criteria for
ED-WEB(TM) by completing site-survey forms. Once the system is installed, sales
personnel will assist customers in connecting the site to the network. We plan
to hire additional sales personnel in several regions if and when sales of
ED-WEB(TM) services justify. We intend to use our own employees to install and
service the systems.

COMPETITION IN PROVIDING INTERNET SERVICES

Currently, the dominant telecommunications providers are telephone
companies. AT&T, Sprint and MCI/Worldcom all have major presence points through
which traffic may enter and leave the Internet. In major metropolitan areas,
these companies provide high-speed access using traditional telephone circuits.
These circuits are required to connect multiple computers from a local area
network to the Internet. In rural or global locations, however, these circuits
are often unavailable or too costly for most users.

Cable, computer and other high-technology companies seek to enter the
Internet market as well. They also tend to concentrate on urban areas. These
companies currently depend on telephone lines for some of their connections or
are able to transmit only very limited data streams.

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<PAGE> 36

Although there are a large number of firms in this industry, we believe we
will be able to compete because we will be one of a limited number of providers
of high-speed two-way satellite-delivered Internet access to multiple locations
in the rural and global marketplace. ISPs will be seeking increased access to
new customers. We cannot know, however, whether other companies are currently
developing this or similar technology which would adversely affect our ability
to compete.

Although our target market has generally been ignored by the major
telecommunications companies, some competitors are directing their products to
our potential customer base. We believe the ED-WEB(TM) technology will be
superior to that used by our competitors. These companies, such as Scientific
Atlanta, approach the market with a traditional VSAT system.

Most other technologies, such as that used by Hughes Direct PC, provide
only one-way, satellite-delivered Internet access. We believe these systems do
not adequately serve our selected market because they still require telephone
lines to an ISP to carry traffic from the site to the Internet. For instance, if
a large file needs to be transferred from the customer's site, the transfer to
the Internet will be very slow, clogging the entire pipeline and making it
difficult for other users to gain access. The flow of information from the site
will require greater bandwidth for highly interactive distance learning uses.

Intellicom offers two-way satellite-delivered Internet access that could be
marketed to our planned customer base. However, to our knowledge, the highest
speed to the site is 2 MBPS. We believe we will be able to increase ED-WEB(TM)
speed up to 50 MBPS to the site. In addition, to our knowledge Intellicom offers
only a limited return path from the site to the Internet. We anticipate
ED-WEB(TM) will deliver bandwidths in increments of one thousand KBPS up to 50
MBPS.

The following is a non-exclusive list of our potential competitors in three
technology sectors:

<TABLE>
<S> <C>
- One-way Internet Satellite......... Hughes Direct PC, Intelsat, Orion Network Systems,
NSN Network Services and Satcom
- Traditional VSAT................... Intellicom and Scientific Atlanta
- Hybrid VSAT........................ Shiron Satellite Communications, Limited, located in
Israel, and Tachyon, a recently-formed company in San
Diego, California.
</TABLE>

Many of these companies are multinational corporations and most of them are
substantially larger than we are, with significantly greater financial and
organizational resources and market recognition and acceptance.

PATENTS, TRADE SECRETS AND TRADEMARKS

We rely on trade secrets and copyright laws to protect our proprietary
technologies, but we cannot assure that these laws will provide us with
sufficient protection, that others will not develop technologies similar or
superior to ours, or that third parties will not copy or otherwise obtain or use
our technologies without our authorization. We have a patent application pending
in the U.S. Patent and Trademark Office for our ED-WEB(TM) technology. The
success of our new business will depend, in part, on our ability to successfully
register our ED-WEB(TM) patent, obtain related patents, protect patents once
issued and operate without infringing the proprietary rights of others. Our
success also will depend on our ability to keep trade secrets and proprietary
technology we are currently developing. We can give no assurance that any issued
patents will provide us with competitive advantages or will not be challenged by
others, or that the patents of others will not have an adverse effect on our
ability to conduct business.

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<PAGE> 37

We have registered trademarks for the name "LearnSat" in Oklahoma and
Florida and a Federal trademark for the name "ED-WEB(TM)." We have also applied
for a Federal trademark for the name "LearnSat."

Policing unauthorized use of our proprietary technology and other
intellectual property rights could entail significant expense. In addition, we
cannot assure that third parties will not bring claims of copyright or trademark
infringement against us or claim that our use of certain technologies violates a
patent. Any claims of infringement with or without merit could be time-consuming
to defend, result in costly litigation, divert management resources, require us
to enter into expensive royalty or licensing arrangements, or prevent us from
using important technologies or methods, any of which could materially adversely
affect our business, financial condition or results of our operations.

GOVERNMENT LICENSING

We currently hold a license from the Federal Communications Commission
which permits us to operate solely in the domestic satellite arc. The license
covers a single channel transmitter for either analog or digital data. Our
proposed ED-WEB(TM) technology will require us to upgrade our license so that we
may transmit internationally and as a VSAT hub. We plan to operate in Mexico,
Central America and parts of South America in addition to the United States.
This international license is usually granted upon the successful transmission
of a test signal to the receiving site of the international satellite operator.
We do not anticipate any difficulty in obtaining the license and our satellite
equipment should satisfy any standards imposed by an international operator. We
have communicated with the owners of two satellites but will not apply to the
FCC to change our license until we have selected a satellite.

Antennas used for international traffic require certification with an agent
of INTELSAT, an international organization that regulates traffic in satellite
space in the countries where we are trying to add service. INTELSAT sets a
standard for antennas transmitting data internationally.

Licenses are granted for ten-year periods. Our current domestic license
expires in January 2006. We pay a nominal annual license which likely will
increase in the future. Each VSAT site which we establish in the U.S. will
require an annual operating fee of $50. We cannot assure, however, that other
countries will not require confiscatory licensing fees. We intend to quote fees
for international service exclusive of applicable tariff charges.

All our existing and proposed operations are currently unregulated. We can
give no assurance, however, that regulations will not be imposed on our
operations in the future, in which event our business could be materially
adversely affected.

OUR LOCATIONS AND FACILITIES

Our corporate office building, which we recently increased to 2,600 square
feet, is located at 3819 South Perkins Road, Stillwater, Oklahoma 74074 on a
five acre parcel owned by us. This building now has expanded offices and space
for a new satellite operations center. We are also adding a natural gas powered
electrical back-up system for the operations center.

We also lease a warehouse and systems integration facility, where we
assemble our systems, in Stillwater, Oklahoma and an approximately 2,400 square
foot systems integration facility in Eustis, Florida from Charles and Linda
Brewer, two of our executive officers and directors, and our principal
shareholders.

Our Stillwater warehouse and integration facility, approximately one mile
from our corporate office, is approximately 4,000 square feet, of which
approximately 1,500 square feet are used for systems integration and 1,500
square feet for shop space. The remaining 1,000 square feet are used as a
storage area. The buildings are located on a 1.5 acre tract. The remainder of
the property is used for outside storage and parking. This property also houses
our satellite up-link facility which we will move to our satellite operations
center when it has been completed.

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<PAGE> 38

We lease the Eustis, Florida facility on an annual basis at $750 per month.
The Stillwater facility is leased at $1,000 per month. This lease terminates in
June 2000. We believe that the terms of our leases with Mr. and Mrs. Brewer are
comparable to those we would have obtained for comparable facilities with
parties unaffiliated with us.

We also lease a storage facility in Shelton, Washington from a third party,
consisting of approximately 480 square feet of inside storage space plus about
200 square feet of secured outside storage space. We pay $125 per month for
these facilities pursuant to a month-to-month written lease.

We own 19 motor vehicles in Oklahoma, Florida and Washington.

EMPLOYEES

As of August 1, 1999, we had six full-time employees, including two in
general management, two in operations, one in administration, and one in system
installation and integration. We also have a consulting agreement with an
accountant who serves as our controller on a full-time basis. None of our
employees is a member of any union or collective bargaining organization. We
consider our relationship with our employees satisfactory.

LEGAL PROCEEDINGS

In August 1998, we filed suit in the United States District Court for the
Western District of Oklahoma against Foundation Telecommunications, Inc., of
Rogers, Arkansas, and Wegner Communications, Inc., of Duluth, Georgia, for
$2,100,000, claiming breach of contract, fraud and other related claims. In
July, George Livergood, the President of Foundation Telecommunications, was
joined as a defendant. Foundation filed a counterclaim against us in the amount
of $350,000, alleging balances due for products we allegedly purchased. The case
is in the early discovery stage and we are unable to predict its outcome. The
name of the case is Learnsat Systems, Inc. vs. Wegner Communications, Inc. and
Foundation Telecommunications, Inc., Case Number CIV - 98 - 1203R. We are not
currently involved in any other legal proceedings.

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<PAGE> 39

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The names and ages of our directors and executive officers are set forth
below:

<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- --- --------
<S> <C> <C>
Charles Brewer*...................... 59 President, Chief Executive Officer, Chief Operating
Officer and Director
Linda Brewer+........................ 52 Chairman of the Board, Chief Financial Officer,
Treasurer and Secretary
Francois S. Warchala................. 55 Vice President of Operations
Randall D. Donahoo................... 37 Vice President of Engineering
Charles R. Hoover*+(1)............... 69 Director
Kenneth G. Harple*+.................. 70 Director
</TABLE>

- ---------------
* Member of audit committee.

+ Member of compensation committee.

(1) Mr. Hoover is a designee of the underwriter. See "Underwriting."

LearnSat.Com was founded in October 1991 by Linda and Charles Brewer who
are husband and wife.

CHARLES BREWER has served as President, Director and a full-time employee
of LearnSat.Com since our inception in 1991. He became our Chief Executive
Officer and Chief Operating Officer on January 1, 1999. Prior to joining
LearnSat.Com, from 1989 to 1991, Mr. Brewer served as Vice President of Sales
for Microdyne, a manufacturer of telemetry and satellite equipment. From 1988 to
1989, he was a sales and marketing consultant to Skycom LLC, a manufacturer of
satellite two-way VSAT systems. From 1986 to 1988, he served as Vice President
and General Manager of Analogic, a manufacturer of analog conversion and digital
instrumentation products. Mr. Brewer currently serves on the board of directors
of the United States Distance Learning Association and the Global Distance
Learning Association. He is also a former Chairman of the United States Distance
Learning Association's Advisory Board and currently serves as Vice President of
Western Technology for the Global Distance Learning Association.

LINDA BREWER has served as Chairman of the Board, Chief Financial Officer,
Secretary and Treasurer of LearnSat.Com since our inception in 1991. She was
Chief Executive Officer and Chief Operating Officer until January 1, 1999 when
Charles Brewer assumed these positions. From January 1991 to June 1994, Ms.
Brewer was also a material manager and later headed quality control for TRM
Transportation, Inc., a bonded warehouse owned by the Whirlpool Corporation and
located in Orlando, Florida.

FRANCOIS S. WARCHALA has served as Vice President of Operations of
LearnSat.Com since March 1, 1999. Prior to joining LearnSat.Com, from April 1998
to February 1999, Mr. Warchala was the owner and manager of Access
Communications, a marketer and servicer of commercial satellite systems. From
September 1996 to March 1998, he was employed as a senior installer of satellite
systems by ACC Satellite - TV, a marketer of commercial satellite systems. From
June 1976 to September 1996, he was the owner and manager of Warchala Video
Systems, a marketer and servicer of commercial satellite systems and a video
productions company.

RANDALL D. DONAHOO became Vice President of Engineering of LearnSat.Com on
August 12, 1999. Since April 1987, Mr. Donahoo has been employed by Oklahoma
State University as a

35
<PAGE> 40

research engineer and instructor in electrical engineering. In January 1998, he
acquired Cowboy Communications, LLC, an ISP providing Internet access service in
Stillwater, Oklahoma. Since September 1987, he has been an executive officer of
Comprehensive Technology Group, Inc., a company that sells and installs computer
systems.

CHARLES R. HOOVER has served as a Director of LearnSat.Com since April
1999. Mr. Hoover has been a partner with the law firm of Piccoli, Lester &
Hoover, LLP since August 1997. Prior to joining that firm he was a sole
practitioner for several years. He is also the President, Chief Operating
Officer and a director of Adrien Arpel, Inc., positions he has held since August
1998. Adrien Arpel is a developer, marketer and retail distributor of cosmetic
products. Mr. Hoover is also a director of several private corporations.

KENNETH G. HARPLE has served as a Director of LearnSat.Com since July 1999.
Since October 1995, Mr. Harple has served as the Chairman of the Board of Micro
Networks Corporation, a manufacturer of frequency and data acquisition products
located in Worcester, Massachusetts. Mr. Harple received a Bachelor of Science
in Electrical Engineering from Penn State University.

BOARD COMPOSITION

At each annual meeting of our shareholders, all of our directors will be
elected to serve from the time of election and qualification until the next
annual meeting following election. In addition, our bylaws provide that the
authorized number of directors, which is a minimum of two and a maximum of
seven, may be changed only by resolution of the board of directors.

We have granted to the underwriter the right, for a period of five years
from the closing of this offering, to nominate a designee of the underwriter for
election to our board of directors. The underwriter has exercised its right by
designating Mr. Hoover. If in the future the underwriter elects not to exercise
this right, then the underwriter may designate one person to attend meetings of
our board of directors.

Each officer is elected by, and serves at the discretion of, our board of
directors. Each of our officers and directors, other than non-employee
directors, devotes his full time to our affairs. Our non-employee directors
devote such time to our affairs as is necessary to discharge their duties. There
are no family relationships among any of our directors, officers or key
employees except for Mr. and Mrs. Brewer who are husband and wife.

BOARD COMMITTEES

Messrs. Hoover, Brewer and Harple are members of the audit committee and
Linda Brewer and Messrs. Hoover and Harple are members of the compensation
committee. The audit committee makes recommendations to the board of directors
regarding the independent auditors for us, approves the scope of the annual
audit activities of our independent auditors, reviews audit results and has
general responsibility for all of our auditing related matters. The compensation
committee reviews and recommends to the board of directors the compensation
structure for our officers and other management personnel, including salary
rates, participation in incentive compensation and benefit plans, fringe
benefits, non-cash perquisites and other forms of compensation.

DIRECTORS' COMPENSATION

We intend to pay our directors who are not also our employees $250 for each
meeting attended by them in person and reimburse these directors for travel and
other expenses incurred in connection with attending board of directors and
committee meetings. All of our directors are eligible to receive options to
purchase shares of common stock pursuant to our stock option plan. We anticipate
that our board of directors will hold regularly scheduled meetings quarterly.

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<PAGE> 41

EXECUTIVE COMPENSATION

Until December 31, 1998, LearnSat.Com had elected to be treated as an S
Corporation under the provisions of Subchapter S of the Internal Revenue Code.
No salary was paid to the Chief Executive Officer or our President who were also
our only shareholders. In lieu of salary, they received distributions as
shareholders. The following table sets forth the total compensation which would
have been paid to the named Chief Executive Officer and the named President for
the fiscal years ended December 31, 1998, 1997 and 1996 if we had not elected to
be treated as an S Corporation. During 1998, we did not have any executive
officers who earned $100,000 or more in salaries and bonuses.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
NAME AND PRINCIPAL POSITION YEAR SALARY
- --------------------------- ---- -------
<S> <C> <C>
Linda Brewer
Chief Financial Officer.............................. 1998 $25,000
1997 $25,000
1996 $25,000
Charles Brewer
President, .......................................... 1998 $30,000
Chief Executive Officer and 1997 $30,000
Chief Operations Officer 1996 $30,000
</TABLE>

Linda Brewer was Chief Executive Officer and Chief Operating Officer of
LearnSat.Com until January 1, 1999. Charles Brewer was President of LearnSat.Com
in 1996, 1997 and 1998. The preceding table does not include rent paid by us to
Mr. and Mrs. Brewer for facilities owned by them. See "Business -- Our Locations
and Facilities" and "Certain Transactions." There were no options granted or
exercised by either Linda or Charles Brewer during 1996, 1997 or 1998.

STOCK OPTION AND INCENTIVE PLAN

We have a adopted, subject to shareholder approval, the LEARNSAT.COM, INC.
1999 LONG TERM INCENTIVE PLAN. The stock option plan authorizes options to
purchase 1.5 million shares of common stock, subject to adjustment to cover
stock splits, stock dividends, recapitalizations and other capital adjustments
for our employees, including our officers, and directors and consultants. The
plan provides that options to be granted will be designated as incentive stock
options or non-qualified stock options by the board of directors or a
compensation committee of the board, which also will have discretion as to the
persons to be granted options, the number of shares subject to the options and
the terms of the options. Options designated as incentive stock options are
intended to receive incentive stock option tax treatment pursuant to Section 422
of the Internal Revenue Code of 1986, as amended. The plan also provides for the
granting of stock appreciation rights, restricted stock and long term
performance awards by the board of directors or a committee.

The stock option portion of the plan provides that:

- options granted shall be exercisable during a period of no more than ten
years and one month from the date of grant, but not more than ten years
from the date of grant for incentive stock options, and not more than
five years for incentive stock options granted to holders of more than
10% of the combined voting power of LearnSat.Com's securities, depending
upon the specific stock option agreement; and

- the option exercise price for incentive stock options shall be at least
equal to 100% of the fair market value of common stock on the date of
grant and at least 110% for options granted to holders of more than 10%
of the combined voting power of LearnSat.Com's Securities, depending upon
the specific stock option agreement.

Options are not transferable otherwise than by will or the laws of descent
and distribution (except for certain non-qualified stock options which, at the
committee's discretion, may be

37
<PAGE> 42

transferable to a member of the optionee's immediate family or a family trust)
and during the optionee's lifetime are exercisable only by the optionee. Shares
subject to options which expire or terminate may be used for future options. The
plan provides that no new options may be granted by the board of directors after
ten years from the establishment of the plan.

We have granted options to purchase an aggregate of 540,000 shares of
common stock to nine persons. The options granted to Linda Brewer are
exercisable at $1.65 per share. The options granted to the other holders are
exercisable at $1.50 per share. None of the options become exercisable before
April 21, 2000. The following table sets forth the name, number of options
granted and the option termination date for each optionee.

<TABLE>
<CAPTION>
NAME NUMBER OF OPTIONS OPTION TERMINATION DATE
- ---- ----------------- -----------------------
<S> <C> <C>
Linda Brewer................................ 100,000 April 20, 2003
Charles Brewer.............................. 100,000 April 20, 2003
Charles R. Hoover........................... 100,000 April 20, 2003
Kenneth G. Harple........................... 100,000 April 20, 2003
Francois S. Warchala........................ 30,000 April 20, 2004
Phillip Cook................................ 20,000 April 20, 2004
Kevin Lampert............................... 10,000 April 20, 2004
Keshore Kondragunta......................... 30,000 May 9, 2004
Randall Donahoo............................. 50,000 July 31, 2004
</TABLE>

One third of the options owned by Ms. Brewer and Messrs. Brewer, Hoover and
Harple are exercisable each year. One quarter of the options owned by Messrs.
Warchala, Cook, Lampert, Kondragunta and Donahoo are exercisable each year.

EMPLOYMENT AGREEMENTS

We have entered into an employment contract with Charles Brewer which
initially terminates on December 31, 2003. The terms of the agreement are as
follows:

- an annual salary commencing in 1999 of $30,000 which increases in 2000 to
$60,000 and by $10,000 each year thereafter;

- payment of twice annual salary in the event of death or disability;

- an annual bonus, commencing in the year 2000, based on goals to be
determined by the board of directors;

- health insurance;

- life insurance in the amount of $150,000; and

- reimbursement for business expenses paid by Mr. Brewer.

We have entered into an employment contract with Linda Brewer which
initially terminates on December 31, 2003. The terms of the agreement are as
follows:

- an annual salary commencing in 1999 of $25,000 which increases to $40,000
in 2000 and by $10,000 each year thereafter;

- payment of twice annual salary in the event of death or disability;

- an annual bonus, commencing in the year 2000, based on goals to be
determined by the board of directors;

- health insurance;

- 401K contributions up to allowable amounts to be made by the Company;

38
<PAGE> 43

- life insurance in the amount of $100,000; and

- reimbursement for business expenses paid by Ms. Brewer.

We have the right to terminate either employment agreement for cause in
which event the employee is entitled to receive salary through the date of
termination, any unpaid but earned bonuses, and all benefits then due under
stock option and other employee benefit plans. The agreements continue in effect
on a year-to-year basis beyond the initial termination dates unless one party
gives written notice to the other to terminate at least 90 days prior to the end
of the term then in effect.

Copies of our employment agreements with Mr. and Mrs. Brewer have been
filed as exhibits to our registration statement.

LIMITATION OF LIABILITY AND INDEMNIFICATION MATTERS

Our Articles of Incorporation and By-laws contain provisions indemnifying
our officers and directors against liabilities to the fullest extent permitted
by law. Under Florida law, a shareholder is able to prosecute an action against
a director for monetary damages if he can show that the director:

- committed a knowing violation of criminal law;

- engaged in a transactions in which he derived an improper personal
benefit as defined in the Act;

- participated in an "unlawful distribution" as defined in the Act;

- acted in conscious disregard for the best interests of the corporation;
or

- committed willful misconduct.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to our directors, officers and controlling persons pursuant to
the foregoing provisions, or otherwise, we have been advised that, in the
opinion of the SEC, this indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable.

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<PAGE> 44

CERTAIN TRANSACTIONS

We rent warehouse and systems integration facilities in Stillwater,
Oklahoma and Eustis, Florida from Mr. and Mrs. Brewer. The Stillwater facility,
which is approximately 4,000 square feet, is leased at the rate of $1,000 per
month. The Florida facility, which is approximately 2,400 square feet, is leased
at the rate of $750 per month. We believe that the terms of our leases with Mr.
and Mrs. Brewer are comparable to those which we would have obtained for
comparable facilities with parties unaffiliated with us.

On July 13, 1999, we executed a letter of intent to purchase the assets of
Cowboy Communications LLC, an ISP, for $25,000 and 22,600 shares of common
stock. Cowboy Communications is owned by Randall Donahoo, one of our officers.

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<PAGE> 45

PRINCIPAL SHAREHOLDERS

The following table sets forth information with respect to the beneficial
ownership of shares of LearnSat.Com common stock as of August 1, 1999 and as
adjusted to reflect this offering, assuming no exercise of the underwriter's
over-allotment option, by:

- each person known by us to be the beneficial owner of more than 5% of our
shares of common stock;

- each of our directors;

- each officer listed in the Summary Compensation Table; and

- all officers and directors as a group.

We have determined beneficial ownership in accordance with the rules of the
SEC which includes voting or investment power with respect to shares. Unless
otherwise indicated, the persons named in the table have sole voting and
investment power with respect to the number of shares beneficially owned by
them. The number of shares of outstanding common stock used in calculating
percentage ownership for each listed person includes the shares of common stock
underlying options or warrants held by the person and exercisable within 60 days
after August 1, 1999, but excludes shares of common stock underlying options or
warrants held by any other person.

<TABLE>
<CAPTION>
PERCENTAGE OF SHARES PERCENTAGE OF SHARES
SHARES BENEFICIALLY OWNED BENEFICIALLY OWNED
NAME AND ADDRESS(1) BENEFICIALLY OWNED PRIOR TO OFFERING AFTER OFFERING
- ------------------- ------------------ -------------------- --------------------
<S> <C> <C> <C>
Charles Brewer(2)(3)..................... 1,255,971 9.12 7.64
Linda Brewer(2)(3)....................... 11,434,706 83.07 69.58
Francois S. Warchala..................... 0 0 0
Randall Donahoo.......................... 0 0 0
Charles R. Hoover(4)..................... 125,000 * *
Kenneth G. Harple........................ 0 0 0
John E. McConnaughy, Jr.(5).............. 1,000,000 7.00 5.90
637 Valley Road
New Canaan, Connecticut 06840
Barry W. Blank, Trustee(6)............... 718,750 5.06 4.26
Barry Blank Trust
5353 North 16th Street
Suite 190
Phoenix, Arizona 85016
All six officers and directors as a
group(3)(4)............................ 14,409,427 96.32 81.74
</TABLE>

- ---------------
* Represents less than 1% of the outstanding shares.

(1) All addresses for the officers and directors are c/o LearnSat.Com, Inc.,
3819 South Perkins Road, Stillwater, Oklahoma 74074.

(2) Mr. and Mrs. Brewer may each be deemed to be a beneficial owner of this
common stock because of their marital relationship.

(3) Includes 75,000 shares issuable upon the exercise of the warrants as part of
the units purchased by Mr. and Mrs. Brewer in the private financing. See
"Private Financing."

(4) Includes 75,000 shares issuable on exercise of Mr. Hoover's private
financing warrants.

(5) Includes 600,000 shares issuable on exercise of Mr. McConnaughy's private
financing warrants.

(6) Includes 300,000 shares issuable on exercise of Mr. Blank's private
financing warrants and an aggregate of 218,750 shares issuable on exercise
of warrants underlying a warrant transferred by Dirks to Mr. Blank in
connection with the private financing. See "Private Financing."

Mr. and Mrs. Brewer may be deemed "parents" of LearnSat.Com as that term is
defined under the Securities Act and the rules and regulations promulgated
thereunder because of their positions as executive officers and the percentage
of their ownership of our common stock.

41
<PAGE> 46

SELLING SHAREHOLDERS

The registration statement, of which this prospectus forms a part, also
relates to the registration by LearnSat.Com for the account of selling
shareholders, of an aggregate of 3,437,500 shares of common stock. These shares
are not being underwritten by the underwriter in connection with the offering.
The following table sets forth information with respect to the selling
shareholders as of August 1, 1999. We will not receive any of the proceeds from
the sale of these shares. We will receive proceeds only for shares sold by us to
the selling shareholders pursuant to warrants exercised by them. There are no
material relationships between us or our affiliates and any of the selling
shareholders except for Mr. and Mrs. Brewer and Mr. Hoover and except as
disclosed in the footnotes to the table. Based on information provided to us by
the selling shareholders all shares are beneficially owned. Beneficial ownership
after the offering will depend upon the number of shares sold by each selling
shareholder.

<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENTAGE NUMBER OF
NAME OWNED BEFORE OFFERING(2) BEFORE OFFERING(2) SHARES OFFERED(2)
- ---- ------------------------ ------------------ -----------------
<S> <C> <C> <C>
Charles Brewer(1)................ 1,255,971 9.12 125,000
Linda Brewer(1).................. 11,434,706 83.07
Charles R. Hoover(3)............. 125,000 * 125,000
Joseph Giamanco.................. 250,000 1.81 250,000
Kenneth Moore.................... 125,000 * 125,000
Robert and Barbara Oliver........ 125,000 * 125,000
William and Joan Quinn........... 125,000 * 125,000
Janet M. Portelly(4)............. 125,000 * 125,000
John E. McConnaughy, Jr.......... 1,000,000 7.00 1,000,000
Barry W. Blank, Trustee Barry
Blank Trust(5)................. 718,750 5.06 718,750
Joseph Marinelli................. 125,000 * 125,000
Violet Blank Trust(6)............ 125,000 * 125,000
Gary Herman...................... 250,000 1.81 250,000
Robert Wahl...................... 125,000 * 125,000
Dirks & Company, Inc. (7)........ 93,750 * 93,750
</TABLE>

- ---------------
* Represents less than 1% of the outstanding shares.

(1) The shares to be offered for sale by Mr. and Mrs. Brewer are owned jointly
by them. They will not be sold except in compliance with the provisions of
Section 16(b) of the Exchange Act.

(2) Includes the shares issuable on exercise of the selling shareholder's
private financing warrants.

(3) The shares will not be sold except in compliance with the provisions of
Section 16(b) of the Exchange Act.

(4) Ms. Portelly is the wife of our counsel, Barry Feiner. Mr. Feiner disclaims
any beneficial ownership in these securities. See "Legal Matters."

(5) Mr. Blank is employed by the underwriter as a registered representative. He
participated in the sale of the private financing and will participate in
the sale of the units offered hereby. These shares include 87,500 shares
issuable upon exercise of the placement warrant received by Dirks as
placement agent and transferred to Mr. Blank as well as the 131,250 shares
issuable upon exercise of the private financing warrants underlying the
placement warrant also transferred by Dirks to Mr. Blank. See "Private
Financing" and "Underwriting."

(6) Violet Blank is the mother of Barry Blank.

(7) These shares are issuable upon exercise of the placement warrant received by
Dirks as placement agent and include the shares issuable upon exercise of
the warrants underlying the placement warrant. See "Underwriting."

42
<PAGE> 47

The sale of the shares by the selling shareholders may be effected from
time to time in transactions, which may include block transactions by or for the
account of the selling shareholder, on the Pacific Stock Exchange, in the
over-the-counter market or in negotiated transactions, or through the writing of
options on these shares, a combination of these methods of sale, or otherwise.
Sales may be made at fixed prices which may be changed, at market prices
prevailing at the time of sale, or at negotiated prices.

Selling shareholders may effect these transactions by selling their shares
directly to purchasers, through broker-dealers acting as agents for the selling
shareholders, or to broker-dealers who may purchase shares as principals and
thereafter sell the shares from time to time on the Pacific Stock Exchange, in
the over-the-counter market, in negotiated transactions, or otherwise.
Broker-dealers, if any, may receive compensation in the form of discounts,
concessions, or commissions from the selling shareholders and/or the purchasers
for whom these broker-dealers may act as agents or to whom they may sell as
principals or both, which compensation as to a particular broker-dealer may be
in excess of customary commissions.

The selling shareholders and broker-dealers, if any, acting in connection
with these sales might be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act and any commission received by them and any
profit on the resale of these shares might be deemed to be underwriting
discounts and commissions, under the Securities Act.

At the time a particular offer of the shares is made by or on behalf of a
selling shareholder, to the extent required, a prospectus supplement will be
distributed which will set forth the number of shares being offered and the
terms of the offering, including the name or names of any underwriters, dealers,
or agents, the purchase price paid by any underwriter for shares purchased from
the selling stockholder and any discounts, commissions, or concessions allowed
or reallowed or paid to dealers, and the proposed selling price to the public.

Under the Exchange Act and its regulations, any person engaged in the
distribution of shares of common stock, or securities convertible into common
stock, offered by this prospectus may not simultaneously engage in market-making
activities with respect to the common stock during the applicable "cooling off"
period prior to the commencement of this distribution. In addition, and without
limiting the foregoing, the selling shareholders will be subject to applicable
provisions of the Exchange Act and its rules and regulations, including without
limitation Regulation M promulgated under the Exchange Act, in connection with
transactions in the shares, which provisions may limit the timing of purchases
and sales of shares of common stock by the selling shareholders.

Sales of any shares of common stock by the selling shareholders may depress
the price of the common stock in any market that may develop for these
securities.

43
<PAGE> 48

DESCRIPTION OF SECURITIES

The following statements are brief summaries of provisions of our Articles
of Incorporation, By-Laws and other documents. These summaries are qualified in
their entirety by reference to documents filed as exhibits to the registration
statement. Our capital stock is also governed by applicable provisions of
Florida law.

Our authorized stock consists of 50,000,000 shares of common stock, par
value $0.001 per share, and 20,000,000 shares of preferred stock, par value
$0.001 per share. Upon completion of the offering, there will be 16,358,677,
excluding the exercise of the underwriter's over-allotment option, shares of
common stock issued and outstanding, no shares of preferred stock outstanding,
1,250,000 class A redeemable warrants, 625,000 class B redeemable warrants,
2,668,000 class C redeemable warrants and 1,334,000 class D redeemable warrants
issued and outstanding.

COMMON STOCK

Each holder of common stock is entitled to one vote for each share on all
matters to be voted upon by the shareholders. There are no cumulative voting
rights. Holders of common stock are entitled to receive ratably dividends, if
any, as may be declared from time to time by the board of directors out of
legally available funds, except that holders of preferred stock issued after the
sale of the common stock in this offering may be entitled to receive dividends
before the holders of the common stock.

In the event of a liquidation, dissolution or winding up of LearnSat.Com,
holders of common stock would be entitles to share in our assets remaining after
the payment of liabilities and the satisfaction of any liquidation preference
granted the holders of any then outstanding shares of preferred stock. Holders
of common stock have no preemptive or conversion rights or other subscription
rights. In addition, there are no redemption or sinking fund provisions
applicable to the common stock. All outstanding shares of common stock are, and
the shares of common stock offered by us in this offering, when issued and paid
for, will be fully paid and nonassessable.

The rights, preferences and privileges of the holders of common stock may
be adversely affected by the rights of the holders of shares of any series of
preferred stock that we designate in the future.

PREFERRED STOCK

The board of directors is authorized, without further action by the
shareholders, to issue up to 20 million shares of preferred stock in series from
time to time with designations, rights, preferences and limitations, including
but not limited to:

- dividend rights;

- conversion features;

- voting rights, which may be greater or lesser than the voting rights of
the common stock;

- rights and terms of redemption;

- liquidation preferences; and

- sinking fund terms.

Accordingly, we may issue preferred stock having voting, dividend and
liquidation preferences over the common stock without the consent of the common
shareholders. In addition, the ability of our board to issue preferred stock
also could be used as a means of resisting a change of control of LearnSat.Com
and, therefore, could be considered an anti-takeover device. We have no current
plans to issue any preferred stock.

44
<PAGE> 49

WARRANTS

The warrants will be issued in registered form under, governed by, and
subject to the terms of a warrant agreement between LearnSat.Com and American
Stock Transfer & Trust Company as warrant agent.

We have authorized the issuance of 3,068,200 Class C redeemable warrants
and 1,534,100 Class D redeemable warrants to purchase an aggregate of 4,602,300
shares of common stock, which includes 600,300 shares issuable upon exercise of
the warrants comprising part of the units issuable pursuant to the underwriter's
over-allotment option and the warrants included in the underwriter's warrants.
We have also reserved an equivalent number shares of common stock for issuance
upon exercise of these warrants.

Each warrant entitles the registered holder to purchase one share of common
stock. The exercise period commences on the date the shares of common stock and
the warrants become separately tradeable and terminates 42 months after the date
of this prospectus for the Class C warrants and 66 months after the date of this
prospectus for the Class D warrants. The Class C redeemable warrant exercise
price is price of $3.00 per share and the Class D redeemable warrant exercise
price is price of $6.50 per share. The warrant exercise prices and the number of
shares issuable upon exercise of the warrants are subject to adjustment as
described below.

Commencing on the date that the shares of common stock and the warrants
become separately tradable, we may redeem your warrants on 30 days notice at
$0.01 per warrant when the closing bid price of the common stock equals or
exceeds 150% of the then warrant exercise price for 30 consecutive trading days
ending three days prior to the mailing of the notice of redemption. You will
have the right to exercise your warrants until the close of business on the date
fixed for redemption. If we redeem any of the warrants, then we must redeem all
of the warrants remaining unexercised at the end of the redemption period.

The warrants contain provisions that protect against dilution by adjustment
of the exercise price and the number of shares issuable upon exercise in some
events. These events include, but are not limited to:

- stock dividends;

- stock splits;

- reclassifications;

- mergers; or

- a sale of substantially all of our assets.

We do not intend to issue fractional shares of common stock, but will round
any fractional share to the nearest whole share. Holders of warrants will not
possess any rights as a shareholder. The shares of common stock, when issued
upon the exercise of the warrants in accordance with their terms, will be
validly issued, fully paid and non-assessable.

The warrants will be exchangeable and transferable on our books at the
principal office of the warrant agent. Holders may exercise their warrants by
surrendering warrant certificates on or prior to the close of business on
, 2003 for the C warrants and , 2005 for the D
warrants, unless earlier redeemed as noted above, at the offices of the warrant
agent. A holder must complete and execute the form of "Election to Purchase" on
the reverse side of the warrant certificate and make payment of the full
exercise price for the number of warrants being exercised. The exercise price
must be paid by cash, or by bank check, certified check or money order payable
to the order of the warrant agent. After warrants are exercised they will become
completely void and of no value. If a market develops for the warrants, the
holder may sell the warrants instead of exercising

45
<PAGE> 50

them. There can be no assurance, however, that a market for the warrants will
develop or, if developed, will be sustained. No amendment adversely affecting
warrant holders' rights may be made without the approval of the holders of a
majority of the then outstanding warrants.

CORPORATE LAW ANTI TAKEOVER PROVISIONS

The Florida Business Corporation Act may subject us to "fair price"
provisions which, subject to some exceptions, require that, in any merger of
LearnSat.Com with a corporation affiliated with a 10% or greater shareholder,
which is defined in the Act as an "Interested Shareholder," shareholders receive
the higher of:

- the highest price paid by the Interested Shareholder for shares of common
stock during the preceding two years; or

- the fair market value of the common stock;

unless the merger is approved by:

- a majority of the directors not affiliated with the Interested
Shareholder; or

- holders of two-thirds of the common stock not affiliated with the
Interested Shareholder.

As a result, the "fair price" provisions of the Florida Business Corporation Act
could:

- delay or frustrate the removal of incumbent directors or a change in
control of LearnSat.Com; or

- discourage, impede, or prevent a merger, tender offer or proxy contest,
even if this event would be favorable to the interests of our
shareholders.

Some of the provisions of our Articles of Incorporation and By-laws could
discourage, delay or prevent an acquisition of LearnSat.Com at a premium price.
Our Articles of Incorporation and By-laws provide that any vacancy on the board
of directors may be filled by a majority of the directors then in office, even
if less than a quorum, or by a plurality of the votes cast at a meeting of
shareholders. Our By-laws provide that special meetings of the shareholders may
be called only by our president, the board of directors or by the holders of not
less than one tenth of all of the shares outstanding and entitled to vote.

TRANSFER AGENT, REGISTRAR AND WARRANT AGENT

The transfer agent and registrar for the common stock, units and warrants
and the warrant agent for the warrants is American Stock Transfer & Trust
Company.

46
<PAGE> 51

SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for LearnSat.Com's
common stock. Future sales of substantial amounts of common stock in the public
market or the availability of shares for sale, could adversely affect the
prevailing market price and the ability of LearnSat.Com to raise equity capital
in the future.

At the date of the offering, we have 12,440,677 unregistered shares of
common stock outstanding. Upon completion of this offering, LearnSat.Com will
have 16,358,677 shares of common stock outstanding, assuming no exercise of
outstanding options and warrants or the underwriter's over-allotment option. The
12,440,677 unregistered shares are owned by Mr. and Mrs. Brewer and are
"restricted securities" as that term is defined by Rule 144 of the Securities
Act. These restricted securities may only be sold commencing 90 days after the
date of this prospectus in compliance with the provision of Rule 144 unless
otherwise registered by us. Ordinarily, under Rule 144 as currently in effect, a
person holding restricted securities for a period of one year may, every three
months thereafter, sell in ordinary brokerage transactions or in transactions
directly with a market maker, an amount of shares equal to the greater of one
percent of the then outstanding common stock or the average weekly trading
volume in the same securities during the four calendar weeks prior to this sale.
For non-affiliated persons who own our securities for at least two years, the
aforementioned volume restrictions are not applicable to sales by that person.
Mr. and Mrs. Brewer have agreed with Dirks not to, directly or indirectly,
offer, sell transfer, pledge, assign, hypothecate or otherwise transfer their
restricted securities until 13 months after the date of this prospectus unless
earlier permitted by Dirks.

47
<PAGE> 52

UNDERWRITING

Subject to the terms and conditions of the underwriting agreement, the form
of which is filed as an exhibit to the registration statement of which this
prospectus is a part, Dirks & Company, Inc., the underwriter, has agreed to
purchase from us, and we have agreed to sell to Dirks, the aggregate number of
units set forth below.

<TABLE>
<CAPTION>
UNDERWRITER NUMBER OF UNITS
- ----------- ---------------
<S> <C>
Dirks & Company, Inc........................................ 1,334,000
---------
Total............................................. 1,334,000
=========
</TABLE>

The underwriting agreement provides that the obligations of the underwriter
are subject to conditions precedent, including the absence of any material
adverse change in our business and the receipt of certain certificates, opinions
and letters from our counsel and our independent public accountants. The
underwriter is committed to take and to pay for all of the units offered, if any
are purchased. The underwriting agreement does not include the shares to be
offered by the selling shareholders.

The underwriter has advised us that it proposes to offer all or part of the
units offered directly to the public initially at the price set forth on the
cover page of this prospectus. The underwriter has also advised us that it may
offer units to certain dealers at a price that represents a concession of not
more than $. per unit, and that it may allow, and these dealers may
reallow, a concession of not more than $. per unit to certain other
dealers. After the commencement of this offering, the price to the public and
the concessions may be changed.

We have granted to the underwriter an option, exercisable within 45 days
after the date of this prospectus, to purchase up to an additional 200,100 units
at the same price per unit as the initial 1,334,000 units to be purchased by the
underwriter. The underwriter may exercise this option only to cover
over-allotments, if any.

We have agreed to indemnify the underwriter and its controlling persons
against some liabilities, including liabilities under the Securities Act. We
have agreed to pay the underwriter a non-accountable expense allowance equal to
3% of the gross proceeds of this offering, of which $50,000 has already been
paid as of the date of this prospectus. We have also agreed to pay all expenses
in connection with qualifying the securities under the laws of those states the
underwriter may designate, including fees and expenses of counsel retained for
such purposes by the underwriter and the costs and disbursements in connection
with qualifying the offering with the National Association of Securities
Dealers, Inc.

We have agreed to issue to the underwriter, for nominal consideration,
warrants to purchase 266,800 shares of common stock at $1.80 per share, 266,800
class C non-redeemable warrants and 133,400 class D non-redeemable warrants. The
class C non-redeemable warrants and the class D non-redeemable warrants have
substantially the same terms and conditions as the class C redeemable and class
D redeemable warrants, except that they are not redeemable by us.

The underwriter's warrants are exercisable for a period of four years
commencing one year after the effective date of the registration statement of
which this prospectus is a part, at a price of $ per share of common stock
and $ per class C non-redeemable warrant and $ per class D
non-redeemable warrant. The underwriter's warrants contain anti-dilution
provisions providing for automatic adjustments of the exercise price and number
of shares issuable on exercise of the underwriter's warrants upon the occurrence
of some events, including stock dividends, stock splits, mergers, acquisitions
and recapitalizations. The underwriter's warrants grant to the holders and to
the holders of the underlying common stock and warrants certain rights of
registration of the common stock and warrants underlying the underwriter's
warrants. The holders of shares of common stock

48
<PAGE> 53

issued upon exercise of those warrants will have the voting, dividend, and other
shareholder rights of holders of shares of common stock. The underwriter's
warrants are restricted from sale, transfer, assignment or hypothecation for the
one year period from the date of this prospectus, except to officers or partners
of the underwriter and members of the selling group and/or their officers and
partners.

We have also granted the underwriter the right, for a period of three years
from the closing of this offering, to nominate a designee of the underwriter for
election to our board of directors. Dirks has designated Charles R. Hoover to
serve as a director. We have agreed to reimburse the underwriter's designee for
all out-of-pocket expenses incurred in connection with the designee's attendance
at meetings of the board of directors.

Dirks acted as the placement agent for the private financing. We paid Dirks
a fee of $62,500, which was equal to 10% of the aggregate purchase price of the
units sold, and a non accountable expense allowance of $18,750, which was equal
to 3% of the aggregate purchase price of the units sold. We also granted Dirks,
for nominal consideration, a placement agent warrant, exercisable over a five
year period which commenced on the closing date of the private financing, to
purchase 125,000 shares of common stock, a like number of class A non-redeemable
warrants and 62,500 class B non-redeemable warrants, which equaled 10% of the
number of shares and class A and B redeemable warrants sold in the private
financing. The exercise price for the common stock equals 120% of the placement
unit offering price. The class A and class B non-redeemable warrants acquired by
Dirks are exercisable at 120% of the exercise prices of the warrants sold to the
purchasers in the private financing. The shares underlying the securities
acquired by Dirks as placement agent have been registered for public sale and
are included in this prospectus. Dirks has granted Barry Blank, who assisted in
marketing the private financing, 70% of the shares of common stock and warrants
underlying the placement agent warrant. See "Selling Shareholders."

The underwriter has informed us that it does not expect sales of the units
offered by this prospectus to discretionary accounts controlled by it to exceed
five percent of the units offered.

In connection with this offering, the underwriter and its affiliates may
engage in transactions that stabilize, maintain or otherwise affect the market
prices of the units, common stock and warrants. These transactions may include
stabilization transactions effected in accordance with Rule 104 of Regulation M,
under which persons may bid for or purchase the common stock and/or warrants for
the purpose of stabilizing their respective prices.

The underwriter also may create a short position by selling more units in
connection with the offering than it is committed to purchase from us, and in
this case may purchase common stock and warrants in the open market following
completion of the offering to cover all or a portion of a short position. The
underwriter may also cover all or a portion of a short position by exercising
the over-allotment option referred to above. In addition, the underwriter may
impose "penalty bids" under contractual arrangements and reclaim from a dealer
participating in the offering, for its account, the selling concession with
respect to the common stock and warrants that are distributed in the offering
but subsequently purchased for its account in the open market. Any of the
transactions described in this paragraph and the preceding paragraph may result
in the maintenance of the prices of the common stock and warrants at a level
above that which might otherwise prevail in the open market. None of the
transactions described in either paragraph is required, and, if they are
undertaken, they may be discontinued at any time.

Prior to this offering, there has been no established market in the United
States or elsewhere for our securities. The public offering price of the units
and terms of the redeemable common stock purchase warrants will be determined by
us in consultation with the underwriter. It is expected that the price
determination will take several factors into account, including our results of
operations, our

49
<PAGE> 54

future prospects and the prevailing market and economic conditions at the time
of this offering. There can be no assurance that an active market will develop
for any of the securities offered by this prospectus, or that any such
securities will trade in the public market subsequent to this offering at or
above the initial public offering price, or at all.

LEGAL MATTERS

The validity of the securities being offered hereby will be passed upon for
LearnSat.Com by Barry Feiner, Esq., 170 Falcon Court, Manhasset, New York 11030.
Certain legal matters will be passed upon for Dirks by Orrick, Herrington &
Sutcliffe LLP, 666 Fifth Avenue, 18th Floor, New York, New York 10103. Janet
Portelly, Mr. Feiner's wife, purchased 50,000 shares, 50,000 A warrants and
25,000 B warrants in the private financing and is one of the selling
shareholders. See "Private Financing" and "Selling Shareholders."

EXPERTS

Our financial statements as of December 31, 1998 and for each of the two
years in the period ended December 31, 1998 included in this prospectus, have
been so included in reliance on the report of Goldstein Golub Kessler LLP,
independent auditors, given upon the authority of said firm as experts in
auditing and accounting.

ADDITIONAL INFORMATION

We have filed with the SEC a registration statement on Form SB-2 under the
Securities Act with respect to the securities offered hereby. This prospectus,
which forms part of the registration statement, does not contain all of the
information set forth in the registration statement, as permitted by the rules
and regulations of the SEC. For further information with respect to LearnSat.Com
and the securities offered hereby, reference is made to the registration
statement. Statements contained in this prospectus as to the contents of any
contract or other document that has been filed as an exhibit to the registration
statement are qualified in their entirety by reference to the exhibits for a
complete statement of their terms and conditions. The registration statement and
other information may be read and copied at the SEC's Public Reference Room at
450 Fifth Street N.W., Washington, D.C. 20549. You may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The
SEC maintains a web site at http://www.sec.gov that contains reports, proxy and
information statements, and other information regarding issuers that file
electronically with the SEC.

Upon effectiveness of the registration statement, we will be subject to the
reporting and other requirements of the Exchange Act and we intend to furnish
our shareholders with annual reports containing financial statements audited by
our independent auditors and to make available quarterly reports including
unaudited financial statements for each of the first three quarters of each
year.

50
<PAGE> 55

LEARNSAT.COM, INC.

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
INDEPENDENT AUDITOR'S REPORT................................ F-2
FINANCIAL STATEMENTS:
Balance Sheets as of December 31, 1998 (audited) and March
31, 1999 (unaudited)................................... F-3
Statements of Operations for the Years Ended December 31,
1997 and 1998 (audited) and for the Three-month Periods
Ended March 31, 1998 and March 31, 1999 (unaudited).... F-4
Statements of Shareholders' Equity for the Years Ended
December 31, 1997 and 1998 (audited) and for the
Three-month Period Ended March 31, 1999 (unaudited).... F-5
Statements of Cash Flows for the Years Ended December 31,
1997 and 1998 (audited) and for the Three-month Periods
Ended March 31, 1998 and March 31, 1999 (unaudited).... F-6
Notes to Financial Statements............................. F-7-F-13
</TABLE>

F-1
<PAGE> 56

INDEPENDENT AUDITOR'S REPORT

To the Board of Directors
LearnSat.Com, Inc.

We have audited the accompanying balance sheet of LearnSat.Com, Inc. as of
December 31, 1998, and the related statements of operations, shareholders'
equity, and cash flows for each of the two years in the period ended December
31, 1998. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of LearnSat.Com, Inc. as of
December 31, 1998 and the results of its operations and its cash flows for each
of the two years in the period ended December 31, 1998 in conformity with
generally accepted accounting principles.

GOLDSTEIN GOLUB KESSLER LLP

New York, New York
April 16, 1999

F-2
<PAGE> 57

LEARNSAT.COM, INC.

BALANCE SHEET

<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
1998 1999
------------ -----------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash...................................................... $ 47,300 $ 144,144
Accounts receivable, less allowance for doubtful accounts
of $23,525............................................. 639,398 586,063
Costs and estimated earnings in excess of billings on
uncompleted contracts.................................. 232,202 223,966
Inventory................................................. 412,350 396,625
Prepaid expenses and other current assets................. 6,619 81,089
---------- ----------
TOTAL CURRENT ASSETS.............................. 1,337,869 1,431,887
Property, Plant and Equipment -- at cost, less accumulated
depreciation of $241,225 and $252,157, respectively....... 217,168 225,590
Deferred Offering Costs..................................... -- 35,500
Other....................................................... 29,742 29,766
---------- ----------
TOTAL ASSETS...................................... $1,584,779 $1,722,743
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued expenses..................... $ 800,479 $ 541,942
Short-term borrowings and current portion of long-term
debt................................................... 186,604 186,424
---------- ----------
TOTAL CURRENT LIABILITIES......................... 987,083 728,366
Long-term Debt.............................................. 521,882 461,052
---------- ----------
TOTAL LIABILITIES................................. 1,508,965 1,189,418
---------- ----------
Shareholders' Equity:
Preferred stock -- $.001 par value; authorized 20,000,000
shares, none issued.................................... -- --
Common stock -- $.001 par value; authorized 50,000,000
shares, issued 12,440,677 and 13,690,677 shares,
respectively........................................... 12,441 13,691
Additional paid-in capital................................ 58,569 586,069
Retained earnings (accumulated deficit)................... 4,804 (41,435)
Less stock subscription receivable........................ -- (25,000)
---------- ----------
TOTAL SHAREHOLDERS' EQUITY........................ 75,814 533,325
---------- ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY........ $1,584,779 $1,722,743
========== ==========
</TABLE>

See Notes to Financial Statements
F-3
<PAGE> 58

LEARNSAT.COM, INC.

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
THREE-MONTH PERIOD
YEAR ENDED DECEMBER 31, ENDED MARCH 31,
------------------------- -------------------------
1997 1998 1998 1999
----------- ----------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C>
Net sales.............................. $ 2,576,230 $ 2,231,299 $ 389,042 $ 416,121
Cost of sales.......................... 2,076,336 1,914,482 333,538 350,104
----------- ----------- ----------- -----------
Gross profit........................... 499,894 316,817 55,504 66,017
Selling, general and administrative
expenses............................. 282,721 409,970 108,603 104,919
----------- ----------- ----------- -----------
Operating income (loss)................ 217,173 (93,153) (53,099) (38,902)
Interest income........................ -- -- -- 2,037
Interest expense....................... (42,000) (58,611) (15,273) (15,054)
Other income........................... -- -- -- 5,680
----------- ----------- ----------- -----------
Net income (loss)...................... $ 175,173 $ (151,764) $ (68,372) $ (46,239)
=========== =========== =========== ===========
Pro forma financial information
(unaudited):
Net income (loss).................... $ 85,673 $ (172,264) $ (73,497) $ (46,239)
=========== =========== =========== ===========
Basic pro forma net income (loss) per
common share......................... $ .01 $ (.01) $ (.01) $ (.00)
=========== =========== =========== ===========
Weighted-average number of common
shares outstanding -- basic.......... 12,440,677 12,440,677 12,440,677 12,801,788
=========== =========== =========== ===========
Diluted pro forma net income per common
share................................ $ .01 -- -- --
=========== =========== =========== ===========
Weighted-average number of common
shares outstanding -- diluted........ 12,474,011 -- -- --
=========== =========== =========== ===========
</TABLE>

See Notes to Financial Statements
F-4
<PAGE> 59

LEARNSAT.COM, INC.

STATEMENT OF SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
RETAINED
COMMON STOCK ADDITIONAL EARNINGS STOCK
-------------------- PAID-IN (ACCUMULATED SUBSCRIPTIONS SHAREHOLDERS'
SHARES AMOUNT CAPITAL DEFICIT) RECEIVABLE EQUITY
---------- ------- ---------- ------------ ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Balance at January 1, 1997..... 12,440,677 $12,441 $ 37,569 $ 161,587 -- $ 211,597
Net income..................... -- -- -- 175,173 -- 175,173
Shareholder contribution --
forgiveness of rent.......... -- -- 21,000 -- -- 21,000
Shareholder distributions...... -- -- -- (82,324) -- (82,324)
---------- ------- -------- --------- -------- ---------
Balance at December 31, 1997... 12,440,677 12,441 58,569 254,436 -- 325,446
Net loss....................... -- -- -- (151,764) -- (151,764)
Shareholder distributions...... -- -- -- (97,868) -- (97,868)
---------- ------- -------- --------- -------- ---------
Balance at December 31, 1998... 12,440,677 12,441 58,569 4,804 -- 75,814
(Unaudited):
Net loss..................... -- -- -- (46,239) -- (46,239)
Issuance of common stock in
connection with private
placement................. 1,250,000 1,250 527,500 -- $(25,000) 503,750
---------- ------- -------- --------- -------- ---------
Balance at March 31, 1999
(unaudited).................... 13,690,677 $13,691 $586,069 $ (41,435) $(25,000) $ 533,325
========== ======= ======== ========= ======== =========
</TABLE>

See Notes to Financial Statements
F-5
<PAGE> 60

LEARNSAT.COM, INC.

STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
THREE-MONTH PERIOD ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
-------------------------- ------------------------
1997 1998 1998 1999
----------- ----------- ---------- ----------
(UNAUDITED)
<S> <C> <C> <C> <C>
Cash flows from operating activities:
Net income (loss)...................... $ 175,173 $ (151,764) $ (68,372) $ (46,239)
Adjustments to reconcile net income
(loss) to net cash provided by (used
in) operating activities:
Provision for bad debts............. 600 10,000 -- --
Rent expense not paid in cash....... 21,000 -- -- --
Depreciation and amortization....... 50,915 60,680 14,356 12,332
Other income........................ -- -- -- (5,680)
Changes in operating assets and
liabilities:
(Increase) decrease in accounts
receivable..................... (514,215) 389,252 566,191 53,335
(Increase) decrease in costs and
estimated earnings in excess of
billings on uncompleted
contracts...................... (34,444) 47,000 100,080 8,236
(Increase) decrease in
inventory...................... 154,293 12,408 (56,631) 15,725
(Increase) decrease in prepaid
expenses and other current
assets......................... (9,113) 4,742 2,960 (74,470)
Increase in other assets.......... -- (25,105) -- (24)
Increase (decrease) in accounts
payable and accrued expenses... 146,175 (253,894) (427,991) (258,537)
Decrease in billings in excess of
costs and estimated earnings on
uncompleted contracts.......... -- (39,300) -- --
----------- ----------- --------- ---------
NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES......... (9,616) 54,019 130,593 (295,322)
----------- ----------- --------- ---------
Cash flows from investing activities:
Purchase of property, plant and
equipment........................... (173,305) (64,858) (23,453) (26,354)
Cash received on insurance
settlement.......................... -- -- -- 11,280
----------- ----------- --------- ---------
NET CASH USED IN INVESTING
ACTIVITIES................... (173,305) (64,858) (23,453) (15,074)
----------- ----------- --------- ---------
Cash flows from financing activities:
Proceeds from short-term borrowings and
long-term debt...................... 2,009,746 2,681,036 457,965 414,672
Payments of short-term borrowings and
long-term debt...................... (1,763,233) (2,526,784) (508,720) (475,682)
S Corporation distributions paid....... (82,324) (97,868) (17,300) --
Proceeds from private placement........ -- -- -- 600,000
Payment of costs relating to private
placement........................... -- -- -- (96,250)
Payment of deferred offering costs..... -- -- -- (35,500)
----------- ----------- --------- ---------
NET CASH PROVIDED BY (USED IN)
FINANCING ACTIVITIES......... 164,189 56,384 (68,055) 407,240
----------- ----------- --------- ---------
Net increase (decrease) in cash.......... (18,732) 45,545 39,085 96,844
Cash at beginning of period.............. 20,487 1,755 1,755 47,300
----------- ----------- --------- ---------
Cash at end of period.................... $ 1,755 $ 47,300 $ 40,840 $ 144,144
=========== =========== ========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid during the period for
interest............................ $ 41,792 $ 57,340 $ 14,959 $ 16,557
=========== =========== ========= =========
</TABLE>

See Notes to Financial Statements
F-6
<PAGE> 61

LEARNSAT.COM, INC.

NOTES TO FINANCIAL STATEMENTS
(ALL INFORMATION PERTAINING TO THE THREE-MONTH PERIODS
ENDED MARCH 31, 1998 AND 1999 IS UNAUDITED)

1. PRINCIPAL BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Learnsat Systems, Inc. (the "Company") was incorporated in the State of
Florida in 1991. Effective December 31, 1998, the Company changed its name to
LearnSat.Com, Inc. The Company's main headquarters is located in Oklahoma.

The accompanying unaudited interim financial statements include all
adjustments (consisting only of those of a normal recurring nature) necessary
for a fair statement of the results of the interim periods. The results of
operations for the three-month periods ended March 31, 1998 and 1999 are not
necessarily indicative of the results to be expected for the entire year.

The Company sells and installs satellite-based learning systems to
educational and governmental institutions throughout the United States.
Contracts with these institutions are generally obtained through a competitive
bidding process and are generally short-term in nature. However, some contracts
may run longer than one accounting period.

The Company reports earnings on the percentage-of-completion method,
measured by the cost incurred to date to estimated total cost. Contracts
normally provide for billing upon completion of specific site installations
rather than progress billing. Costs and estimated earnings in excess of billings
on uncompleted contracts represent revenue recognized in excess of amounts
billed.

Contract costs consist of direct material, labor, subcontract cost, and
other direct costs involved in the completion of a contract. General and
administrative costs are charged to period expense as incurred. Provision for
estimated losses on uncompleted contracts are made in the period in which such
losses are determined. Changes in job performance, job conditions, and estimated
profitability, including those arising from contract penalty provisions and
final contract settlements, may result in revisions to cost and income and are
recognized in the period in which the revisions are determined.

These financial statements have been prepared in conformity with generally
accepted accounting principles, which require the use of estimates by
management. Actual results could differ from these estimates.

The Company had elected to be treated as an S Corporation under the
provisions of Subchapter S of the Internal Revenue Code. Effective January 1,
1999, the Company terminated its S Corporation status. Accordingly, there is no
provision for federal or state income taxes for the years ended December 31,
1997 and 1998 and for the three-month period ended March 31, 1998 because such
liability is the responsibility of the individual shareholders.

The Company maintains cash in bank accounts which, at times, may exceed
federally insured limits. The Company has not experienced any loss on these
accounts.

The Company normally maintains an inventory of supplies and materials
commonly used on jobs. Inventory is stated at the lower of cost, determined by
the first-in, first-out, method, or market.

Depreciation of property, plant and equipment is provided for by the
straight-line and accelerated methods over the estimated useful lives of the
related assets. Leasehold improvements are amortized on a straight-line basis
over the estimated useful lives of the assets, assuming the continuation of the
related party leases described in Note 4.

F-7
<PAGE> 62
LEARNSAT.COM, INC.

NOTES TO FINANCIAL STATEMENTS -- CONTINUED
(ALL INFORMATION PERTAINING TO THE THREE-MONTH PERIODS
ENDED MARCH 31, 1998 AND 1999 IS UNAUDITED)

Basic pro forma net income (loss) per common share has been computed using
the weighted-average number of common shares outstanding, adjusted for the stock
split described below. Diluted pro forma net income per common share for the
year ended December 31, 1997 has been computed giving retroactive effect to the
issuance of 50,000 shares to officers of the Company in conjunction with the
private placement described in Note 9. Using the treasury stock method, the
effect of these shares results in an increase of 33,333 shares of common stock
to weighted-average shares outstanding. Diluted pro forma net loss per common
share has not been computed for all other periods as the result would be
antidilutive.

Effective December 31, 1998, the Company amended its Articles of
Incorporation and became authorized to issue up to 50,000,000 shares of common
stock, $.001 par value and up to 20,000,000 shares of preferred stock, $.001 par
value. As part of this amendment, each share of the Company's common stock was
split into 28,274.266 shares of common stock. All references to number of shares
and per share data give retroactive effect to this stock split.

Deferred offering costs represent expenses attributable to the proposed
offering of the Company's common stock (see Note 10). The Company intends to
offset these expenses against the future proceeds of the public offering. In the
event that the offering is not completed, these expenses will be charged to
operations.

The Company does not believe that any recently-issued but not-yet-effective
accounting standards will have a material effect on the Company's financial
position, results of operations or cash flows.

2. PREPAID EXPENSES AND OTHER CURRENT ASSETS:

Prepaid expenses and other current assets consist of:

<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
1998 1999
------------ -----------
(UNAUDITED)
<S> <C> <C>
Prepayment for merchandise....................... -- $70,000
Other............................................ $6,619 11,089
------ -------
$6,619 $81,089
====== =======
</TABLE>

F-8
<PAGE> 63
LEARNSAT.COM, INC.

NOTES TO FINANCIAL STATEMENTS -- CONTINUED
(ALL INFORMATION PERTAINING TO THE THREE-MONTH PERIODS
ENDED MARCH 31, 1998 AND 1999 IS UNAUDITED)

3. PROPERTY, PLANT AND EQUIPMENT:

Property, plant and equipment, at cost, consists of the following:

<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31, ESTIMATED
1998 1999 USEFUL LIFE
------------ --------- --------------
(UNAUDITED)
<S> <C> <C> <C>
Furniture and equipment..................... $ 209,079 $ 209,793 5 to 10 years
Vehicles.................................... 147,735 140,735 3 to 5 years
Leasehold improvements...................... 17,023 17,023 10 to 39 years
Building and building improvements.......... 67,556 93,196 39 years
Land........................................ 17,000 17,000
--------- ---------
458,393 477,747
Less accumulated depreciation and
amortization.............................. (241,225) (252,157)
--------- ---------
$ 217,168 $ 225,590
========= =========
</TABLE>

4. COMMITMENTS:

The Company leases a warehouse in Oklahoma from two of its shareholders
under a five-year lease ending June 30, 2000, with annual lease payments
totaling $12,000. In addition, the Company leases office space in Florida from
these shareholders on a year-to-year basis. Total rent expense under these
leases amounted to $21,000 for each of the years ended December 31, 1997 and
1998 and to $5,250 for each of the three-month periods ended March 31, 1998 and
1999. In 1997, the shareholders waived the right to receive the rentals earned
and, therefore, this amount has been included as a shareholder contribution to
additional paid-in capital for the year ended December 31, 1997.

The future aggregate minimum rental commitments, exclusive of required
payments for operating expenses and real estate taxes, are:

<TABLE>
<S> <C>
Nine-month period ending December 31, 1999.................. $15,750
Year ending December 31, 2000............................... 6,000
-------
$21,750
=======
</TABLE>

Effective January 1, 1999, the Company entered into employment agreements
expiring December 31, 2003 with two shareholders who are also officers of the
Company. The approximate aggregate commitment for future salaries, excluding
bonuses, under these employment agreements is as follows:

<TABLE>
<S> <C>
Nine-month period ending December 31, 1999.................. $ 41,250
Year ending December 31,
2000...................................................... 100,000
2001...................................................... 120,000
2002...................................................... 140,000
2003...................................................... 160,000
--------
$561,250
========
</TABLE>

F-9
<PAGE> 64
LEARNSAT.COM, INC.

NOTES TO FINANCIAL STATEMENTS -- CONTINUED
(ALL INFORMATION PERTAINING TO THE THREE-MONTH PERIODS
ENDED MARCH 31, 1998 AND 1999 IS UNAUDITED)

5. SHORT-TERM BORROWINGS AND LONG-TERM DEBT:

The Company is obligated under financing agreements with financial
institutions which provide for the following:

<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
1998 1999
------------ -----------
(UNAUDITED)
<S> <C> <C>
At the balance sheet dates, the Company was liable
to a bank under a line of credit not to exceed the
lesser of $350,000 or prescribed levels of eligible
accounts receivable and inventory, as defined. In
April 1999, this line of credit was refinanced with
another bank into a new line of credit not to
exceed the lesser of $450,000 or prescribed levels
of eligible accounts receivable and inventory, as
defined. Borrowings under this new line of credit
bear interest at the new bank's prime lending rate
(7.75% at December 31, 1998 and March 31, 1999)
plus 1% and such interest is payable monthly. The
new line of credit is payable in full on April 8,
2000............................................... $347,598 $296,252
A note payable bearing interest at a bank's prime
lending rate plus 2% with interest payable monthly.
The note was due and was repaid in May 1999........ 150,000 150,000
Term note originally payable to a bank in 60
monthly installments commencing February 2, 1997.
This note was refinanced with another bank in April
1999. The new note is payable in 48 monthly
installments through April 15, 2003 and bears
interest at the new bank's prime lending rate plus
1% with interest payable monthly................... 84,862 78,872
Other term notes payable in monthly installments
aggregating approximately $1,800 plus interest.
These notes mature at various dates through July
22, 2013. The notes bear interest at various rates
ranging from 4.8% to 8.75%......................... 126,026 122,352
-------- --------
708,486 647,476
Less current portion............................... 186,604 186,424
-------- --------
LONG-TERM PORTION................................ $521,882 $461,052
======== ========
</TABLE>

The obligations described above are collateralized by substantially all of
the Company's assets. The line of credit is also collateralized by personal
guarantees by two of the Company's officers aggregating $200,000. These
guarantees are secured through the assignment of $200,000 of face value of life
insurance on the life of one of these officers.

Because the interest rates will change with changes in the prime rate, the
fair value of the bank debt is equal to the carrying amount.

F-10
<PAGE> 65
LEARNSAT.COM, INC.

NOTES TO FINANCIAL STATEMENTS -- CONTINUED
(ALL INFORMATION PERTAINING TO THE THREE-MONTH PERIODS
ENDED MARCH 31, 1998 AND 1999 IS UNAUDITED)

Maturities of short-term borrowings and long-term debt, which give effect
to the refinancings described above, are as follows:

<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
1998 1999
------------ -----------
(UNAUDITED)
<S> <C> <C>
Year (period) ending December 31, 1999................... $186,604 $176,940
Year ending December 31,
2000................................................... 385,874 334,528
2001................................................... 41,489 41,489
2002................................................... 31,388 31,388
2003................................................... 10,658 10,658
Thereafter............................................. 52,473 52,473
-------- --------
$708,486 $647,476
======== ========
</TABLE>

6. PENDING LITIGATION MATTER:

The Company is currently involved in a litigation matter with two suppliers
in which the Company sued the suppliers for breach of contract, fraud and other
related claims. One of the suppliers has filed a counterclaim which asserts that
the supplier delivered to the Company equipment with a total invoice amount of
$785,805, on which the Company still has an outstanding balance of $350,844.
This supplier has asserted that the Company is in breach of contract for that
amount. The supplier has additionally alleged estoppel and unjust enrichment.

The lawsuit is still in the discovery stage and trial date is expected no
sooner than October 1999. In the event of an unfavorable outcome, the Company
could be required to pay the supplier the outstanding balance. The balance is
included in accounts payable and accrued expenses in the accompanying balance
sheet.

7. MAJOR CUSTOMERS AND SUPPLIERS:

During the year ended December 31, 1997, sales to three customers accounted
for approximately 79% of net sales. During the year ended December 31, 1998,
sales to three customers accounted for approximately 63% of net sales. These
customers comprise approximately 75% of the Company's combined accounts
receivable and costs and estimated earnings in excess of billings on uncompleted
contracts at December 31, 1998. During the three-month period ended March 31,
1998, sales to three customers accounted for approximately 80% of net sales.
During the three-month period ended March 31, 1999, sales to two customers
accounted for approximately 81% of net sales. These customers comprise
approximately 59% of the Company's combined accounts receivable and costs and
estimated earnings in excess of billings on uncompleted contracts at March 31,
1999.

One supplier is the sole supplier of the Company's digital encoders and
decoders. Although the Company believes that its relationship with this supplier
is satisfactory, the loss of this supplier would have a materially adverse
effect on its business and results of operations.

F-11
<PAGE> 66
LEARNSAT.COM, INC.

NOTES TO FINANCIAL STATEMENTS -- CONTINUED
(ALL INFORMATION PERTAINING TO THE THREE-MONTH PERIODS
ENDED MARCH 31, 1998 AND 1999 IS UNAUDITED)

8. INCOME TAXES:

At March 31, 1999, the Company recorded a deferred income tax asset for the
tax effect of net operating losses and temporary differences aggregating
approximately $14,000. In recognition of the uncertainty regarding the ultimate
amount of income tax benefits to be derived at year-end a 100% valuation
allowance has been recorded by the Company.

9. PRIVATE PLACEMENT:

The Company completed a private placement offering aggregating $625,000.
The private placement offering was for 12- 1/2 units at a price of $50,000 per
unit. Each unit consisted of 100,000 shares of common stock, 100,000 class A
warrants and 50,000 class B warrants. Each class A warrant is exercisable until
December 31, 2002 and entitles the holder to purchase one share of common stock
at $2.50 per share. Each class B warrant is exercisable until December 31, 2004
and entitles the holder to purchase one share of common stock at $4.00 per
share. The Company received net proceeds of $503,750, after deducting expenses
of the offering of $96,250. In addition, a stock subscription receivable in the
amount of $25,000, in the form of a note, is due from two officers of the
Company. This note bears interest at 7.75% and is payable on March 5, 2000. The
stock subscription receivable has been reflected as a reduction of stockholders'
equity in the accompanying financial statements. The warrants are subject to
redemption by the Company at the redemption price of $.05 per warrant on 30
days' notice, provided that the reported closing price of the common stock, as
defined, equals or exceeds 150% of the exercise price for a period of 30
consecutive trading days.

In connection with the private placement, the Company's placement agent
(who is contemplated to be the Company's underwriter in the proposed public
offering described in Note 10) was granted, for nominal consideration, a warrant
exercisable over a five-year period commencing March 5, 1999, to purchase 10% of
the number of units sold in the private placement offering at an exercise price
equal to 120% of the unit offering price (or $60,000 per unit).

10. SUBSEQUENT EVENTS:

The Company intends to file a Registration Statement on Form SB-2 under the
Securities Act of 1933. The Registration Statement contemplates an offering of
1,334,000 units at a proposed maximum offering price of $3.00 per unit. Each
unit will consist of two shares of common stock, $.001 par value, two Class C
redeemable warrants and one Class D redeemable warrant. The Class C redeemable
warrants will entitle the holder to purchase one share of common stock at a
price of $3.00 per share and will be exercisable for three years commencing six
months from the effective date of the Registration Statement. The Class D
redeemable warrants will entitle the holder to purchase one share of common
stock at a price of $6.50 per share and will be exercisable for five years
commencing six months from the effective date of the Registration Statement. The
offering would provide proceeds of approximately $3,093,000 to the Company,
after expenses estimated to be $909,000. The proceeds of this offering are
expected to be used for purchasing and leasing equipment, sales and technical
support and marketing, general and administrative expenses and for working
capital.

The Company has entered into a letter of intent to purchase the assets of
Cowboy Communications LLC for $25,000 in cash and 22,600 shares of common stock.

F-12
<PAGE> 67
LEARNSAT.COM, INC.

NOTES TO FINANCIAL STATEMENTS -- CONTINUED
(ALL INFORMATION PERTAINING TO THE THREE-MONTH PERIODS
ENDED MARCH 31, 1998 AND 1999 IS UNAUDITED)

11. PRO FORMA FINANCIAL INFORMATION (UNAUDITED):

The pro forma financial information is unaudited and reflects the
operations of the Company as if the employment agreements described in Note 4
had been entered into at the beginning of the periods presented and as if the
Company had not elected Subchapter S Corporation status.

<TABLE>
<CAPTION>
THREE-MONTH
YEAR ENDED YEAR ENDED PERIOD ENDED
DECEMBER 31, DECEMBER 31, MARCH 31,
1997 1998 1998
------------ ------------ ------------
<S> <C> <C> <C>
Income (loss) before pro forma adjustment
for employment agreements and pro forma
provision (credit) for income taxes...... $175,173 $(151,764) $(68,372)
Pro forma adjustment for employment
agreements............................... (55,000) (55,000) (13,750)
-------- --------- --------
Pro forma income (loss) before provision
(credit) for income taxes................ 120,173 (206,764) (82,122)
-------- --------- --------
Pro forma provision (credit) for income
taxes:
Federal.................................. 27,300 (27,300) (6,825)
State.................................... 7,200 (7,200) (1,800)
-------- --------- --------
34,500 (34,500) (8,625)
-------- --------- --------
Pro forma net income (loss)................ $ 85,673 $(172,264) $(73,497)
======== ========= ========
</TABLE>

Pro forma financial information for the three-month period ended March 31,
1999 is not required to be calculated because the employment agreements were
entered into effective January 1, 1999 and the Company terminated its S
Corporation status effective January 1, 1999.

The provision for income taxes differs from the amount of pro forma income
tax determined by applying the applicable federal statutory rates primarily
because of the effect of state income taxes.

12. STOCK OPTION PLAN:

Effective in April 1999, the Company adopted the 1999 Long-Term Incentive
Plan (the "Plan"), under which 1,500,000 shares of common stock have been
reserved for future issuance. The Plan provides for the sale of shares through
incentive stock options (to employees of the Company only) or through
nonqualified stock options at a price not less than the fair market value of the
shares on the date of the option grant provided that the exercise price of any
option granted to an employee owning more than 10% of the outstanding common
stock of the Company may not be less than 110% of the fair market value of the
shares on the date of the option grant. The term of each option and the manner
of exercise is to be determined by a committee of the Board of Directors, but in
no case can the incentive stock options be exercisable in excess of 10 years
beyond the date of grant and in no case can the nonqualified stock options be
exercisable in excess of 10 years and 1 month beyond the date of grant. The
stock option committee has the right upon grant of a stock option to award a
stock appreciation right. Upon adoption of the Plan, options to purchase 540,000
shares of common stock were granted to both employees and directors of the
Company at the fair value at the date of grant.

F-13
<PAGE> 68

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

We have not authorized any dealer, salesperson or other person to give any
information or represent anything not contained in this prospectus. You must not
rely on any unauthorized information. This prospectus does not offer to sell or
buy any shares in any jurisdiction where it is unlawful. The information in this
prospectus is current only as of the date of this prospectus.

[LOGO]

LEARNSAT.COM, INC.

1,334,000 UNITS

(EACH UNIT CONSISTING OF
TWO SHARES OF COMMON STOCK,
TWO CLASS C REDEEMABLE WARRANTS AND
ONE CLASS D REDEEMABLE WARRANT)

DIRKS & COMPANY, INC.

, 1999

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

Until , 1999 (25 days after the date of this prospectus), all
dealers that buy, sell or trade these securities, whether or not participating
in this offering, may be required to deliver a prospectus. This is in addition
to the dealers' obligation to deliver a prospectus when acting as underwriters
and with respect to their unsold allotments or subscriptions.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 69

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Under the Florida Business Corporation Act, a shareholder is able to
prosecute an action against a director for monetary damages only if he can show
that the director committed a knowing violation of criminal law, engaged in a
transactions in which he derived an improper personal benefit as defined in the
Act, participated in an "unlawful distribution" as defined in the Act, acted in
conscious disregard for the best interests of the corporation, or committed
willful misconduct.

Article X of LearnSat's Articles of Incorporation and Article X of
LearnSat's By-Laws provide for indemnification of officers, directors and
authorized agents to the maximum extent permitted under Florida law.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The expenses in connection with this offering, other than underwriting
commissions and non-accountable expense allowance are set forth below. All
amounts are estimates except the SEC registration fee, the Pacific Stock
Exchange listing fee and the NASD fee.

<TABLE>
<S> <C>
SEC registration fee..................................... $ 10,115.22
Pacific Stock Exchange listing fee....................... 20,000.00
NASD fees................................................ 3,852.18
Accounting fees and expenses............................. 150,000.00
Legal fees and expenses.................................. 100,000.00
Blue Sky fees and expenses............................... 20,000.00
Printing and engraving................................... 56,500.00
Warrant Agent, Transfer Agent and Registrar fees......... 3,500.00
Miscellaneous expenses................................... 25,000.00
-----------
TOTAL.................................................... $388,967.40
===========
</TABLE>

LearnSat will bear all expenses shown above.

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.

In March 1999, LearnSat.Com completed the sale of 12.5 units at a price of
$50,000 per unit in a private financing transaction. Each unit consisted of
100,000 shares of common stock, 100,000 class A redeemable common stock purchase
warrants, and 50,000 class B redeemable common stock purchase warrants. Each
class A redeemable warrant entitles the holder to purchase one share of common
stock at a price of $2.50 per share and each class B redeemable warrant entitles
the holder to purchase one share of common stock at a price of $4.00 per share.
The class A redeemable warrants are exercisable through December 31, 2002 and
the class B redeemable warrants are exercisable through December 31, 2004. These
securities were sold pursuant to the exemption from the registration provisions
of the Securities Act provided by Rule 506 of Regulation D promulgated under
Section 4 (2) of the act. The shares of common stock underlying the units and
the shares of common stock issuable upon exercise of the class A warrants and
the class B warrants are being registered for public sale and are included in
this registration statement.

II-1
<PAGE> 70

The names of the private financing unit purchasers and the number of units
purchased and amount invested by each purchaser is set forth in the following
table:

<TABLE>
<CAPTION>
NAME AND ADDRESS NO. OF UNITS $ AMOUNT OF PURCHASE
- ---------------- ------------ --------------------
<S> <C> <C>
Robert and Barbara Oliver................. 1/2 $ 25,000
Robert Wahl............................... 1/2 25,000
John E. McConnaughy, Jr. ................. 4 200,000
Joseph Giamanco........................... 1 50,000
Charles R. Hoover......................... 1/2 25,000
Barry Blank Trustee....................... 2 100,000
Barry Blank Trust
Gary Herman............................... 1 50,000
Violet Blank Trust........................ 1/2 25,000
Joseph Marinelli.......................... 1/2 25,000
William and Joan Quinn.................... 1/2 25,000
Janet M. Portelly......................... 1/2 25,000
Charles and Linda Brewer.................. 1/2 25,000
Kenneth Moore............................. 1/2 25,000
</TABLE>

Charles and Linda Brewer paid for their one half unit with a promissory
note. The note, together with interest at the annual rate of 7.75%, is due on
March 5, 2000.

Dirks & Company, Inc. acted as the placement agent for the private
financing. LearnSat.Com paid Dirks a fee of $62,500, which was equal to 10% of
the aggregate purchase price of the units sold, and a non accountable expense
allowance of $18,750, which was equal to 3% of the aggregate purchase price of
the units sold. LearnSat.Com also granted Dirks, for nominal consideration, a
warrant, exercisable over a five year period which commenced on the closing date
of the private financing, to purchase 125,000 shares of common stock, a like
number of class A non-redeemable warrants and 62,500 class B non-redeemable
warrants, which equaled 10% of the number of shares and class A and class B
redeemable warrants sold in the private financing. The exercise price for the
common stock equals 120% of the placement unit offering price. The class A and
class B non-redeemable warrants acquired by Dirks are exercisable at 120% of the
exercise prices of the warrants sold to the purchasers in the private financing.
Dirks has granted Barry Blank, who is employed by Dirks as a registered
representative and assisted in the sale of the private financing units, 70% of
the shares and the warrants LearnSat.Com granted to it as part of the
compensation described above for effecting the private financing.

II-2
<PAGE> 71

ITEM 27. EXHIBITS.

All Exhibits have been previously filed herewith unless otherwise noted.

<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- ------- DESCRIPTION OF EXHIBIT
<C> <S>
1.1 Underwriting Agreement*
3.1 Articles of Incorporation as amended through August 12,
1999*
3.2 By-Laws as amended through August 12, 1999*
4.1 Specimen Common Stock certificate*
4.2 Form of Class A Redeemable Warrant
4.3 Form of Class B Redeemable Warrant
4.4 Form of Class C Redeemable Warrant*
4.5 Form of Class D Redeemable Warrant*
4.6 Form of Warrant Agent's Agreement*
4.7 Form of Underwriter's Warrant*
5.1 Opinion of Barry Feiner, Esq.*
10.1 Lease for Stillwater, Oklahoma warehouse between
LearnSat.Com and Charles and Linda Brewer dated July 1, 1995
10.2 Lease for Eustis, Florida integration facility between
LearnSat.Com and Charles and Linda Brewer dated July 1, 1992
10.3 Lease for Shelton, Washington storage facility between
LearnSat.Com and J-D. MINI-STORAGE dated August 10, 1998
10.4 Employment contract between LearnSat.Com and Charles Brewer
dated as of January 1, 1999*
10.5 Employment contract between LearnSat.Com and Linda Brewer
dated as of January 1, 1999*
10.6 LEARNSAT.COM, INC. 1999 LONG TERM INCENTIVE PLAN*
23.1 Consent of Goldstein Golub Kessler LLP
23.2 Consent of Barry Feiner, Esq. (included in Exhibit 5.1)
27.1 Financial Data Schedule -- March 31, 1999
27.2 Financial Data Schedule -- December 31, 1998
</TABLE>

- ---------------
* To be filed by amendment.

ITEM 28. UNDERTAKINGS.

(a) Rule 415 Offering

LearnSat will:

1. File, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to:

(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");

II-3
<PAGE> 72

(ii) Reflect in the prospectus any facts or events which,
individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement;

(iii) Include any additional or changed material information on the
plan of distribution.

2. For determining liability under the Securities Act, treat each such
post-effective amendment as a new registration statement of the securities
offered, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering.

3. File a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.

(b) Equity Offerings of Nonreporting Small Business Issuers

LearnSat.Com will provide to the Underwriter at the closing specified in
the Underwriting Agreement certificates in such denominations and registered in
such names as required by the Underwriter to permit prompt delivery to each
purchaser.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or controlling persons of LearnSat.Com
pursuant to the provisions referred to in Item 24 of this Registration Statement
or otherwise, LearnSat.Com has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities
(other than the payment by LearnSat of expenses incurred or paid by a director,
officer or controlling person of LearnSat in the successful defense of any
action, suite or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
LearnSat.Com 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 Securities Act and will be governed by the final adjudication
of such issue.

II-4
<PAGE> 73

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form SB-2, and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of
Stillwater, State of Oklahoma, on this 12th day of August, 1999.

LEARNSAT.COM, INC.

By: /s/ CHARLES BREWER
--------------------------------------
President and Chief Executive and
Operating Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints CHARLES BREWER, with full power to act alone, as
his or her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement and any subsequent
registration statement filed by the Registrant pursuant to Rule 462(b) of the
Securities Act, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the SEC, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>

/s/ CHARLES BREWER President, Chief Executive and August 12, 1999
- --------------------------------------------------- Chief Operating Officer,
Charles Brewer Director

/s/ LINDA BREWER Chief Financial and Accounting August 12, 1999
- --------------------------------------------------- Officer, Treasurer, Secretary
Linda Brewer and Director

/s/ KENNETH G. HARPLE Director August 12, 1999
- ---------------------------------------------------
Kenneth G. Harple

/s/ CHARLES R. HOOVER Director August 12, 1999
- ---------------------------------------------------
Charles R. Hoover
</TABLE>

II-5
<PAGE> 74

EXHIBIT INDEX

- ---------------
* To be filed by amendment.

<PAGE> 1

CLASS A WARRANTS
TO PURCHASE COMMON STOCK
OF
LEARNSAT.COM, INC.

THESE WARRANTS ARE ISSUED PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
PROVISIONS OF THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND
QUALIFICATION PROVISIONS OF APPLICABLE STATE SECURITIES LAWS. NEITHER THEY
NOR THE SHARES OF COMMON STOCK FOR WHICH THEY CAN BE EXERCISED MAY BE
SOLD, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS REGISTERED PURSUANT TO
THE SECURITIES ACT AND QUALIFIED UNDER APPLICABLE STATE LAW OR, IN THE
OPINION OF COUNSEL TO THE COMPANY, AN EXEMPTION THEREFROM IS AVAILABLE.

WHEREAS, at a meeting of the Board of Directors of LearnSat.Com, Inc. (the
"Company") duly called and held in January 1999, the Board authorized the
granting of 50,000 Class A Warrants (the "A Warrants"), each to purchase one
share of the Company's Common Stock, par value $0.001, (the "Common Stock") to
Robert and Barbara Oliver, 9530 West Tierra Grande, Peoria, Arizona 85381 (the
"Holder") in accordance with the terms set forth herein; and

WHEREAS, these A Warrants are part of a series of A Warrants (the "Series of A
Warrants"), all with the same terms and conditions as those set forth herein,
which may be issued by the Company exercisable for up to an aggregate 1,250,000
shares of Common Stock; and

WHEREAS, each A Warrant permits the holder thereof, for a period terminating on
December 31, 2002, to purchase one share (collectively the "A Warrant Shares")
of Common Stock, initially at $2.50 per share; and

WHEREAS, the Company desires to set forth the terms of the A Warrants and the
Holder desires to accept such terms;

NOW, THEREFORE, in consideration of the premises, the parties hereto agree as
follows:

1. Grant of Warrants.

The Company hereby grants to the Holder the right to purchase one share of
Common Stock for each A Warrant granted hereby for a price of $2.50 as
hereinafter adjusted (the "Exercise Price") (the shares of Common Stock for
which the B Warrants may be exercised are hereinafter sometimes called the
"Underlying Securities"). The A Warrants may be exercised, except as otherwise
provided herein, in whole or in part at any time commencing upon the date hereof
and terminating at 5:00 P.M., New York time, on December 31, 2002 (the
"Expiration Date").

2. Manner of Exercise.

The A Warrants underlying this A Warrant Agreement may be exercised in whole or
in part by surrender of this A Warrant Agreement, with the form of subscription
at the end hereof duly executed by the Holder, to the Company at its principal
office, accompanied by

Page 1 of 10 Pages
<PAGE> 2
COMMON STOCK PURCHASE WARRANTS (SERIES A) (1/18/99)
ISSUED BY LEARNSAT.COM, INC. TO ROBERT AND
BARBARA OLIVER DATED APRIL 12, 1999

payment in full in cash or by certified or official bank check to the order of
the Company of the Exercise Price of the shares to be purchased. As soon as
practicable, but in no event more than 15 days after the Holder has given the
aforesaid written notice and made the aforesaid payment, the Company shall,
without charging stock issue or transfer taxes to the Holder, issue the number
of shares of duly authorized Common Stock issuable upon such exercise, which
shall be duly issued, fully paid and non-assessable, and shall deliver to the
Holder a certificate or certificates therefor, registered in the Holder's name.
In the event of a partial exercise of this A Warrant Agreement, the Company
shall also issue and deliver to the Holder a new A Warrant Agreement of like
tenor, in the name of the Holder, for the exercise of the number of A Warrant
Shares for which such A Warrant Agreement may still be exercised.

3. Investment Representation.

The Holder acknowledges that A Warrants underlying this A Warrant Agreement as
well as the A Warrant Shares for which these A Warrants may be exercised, have
not been and, except as otherwise provided herein, will not be registered under
the Securities Act of 1933 (the "Act") or qualified under applicable state
securities laws and that the transferability thereof is restricted by the
registration provisions of the Act as well as such state laws. The Holder
represents that it is acquiring the A Warrants and will acquire the A Warrant
Shares for his own account, for investment purposes only and not with a view to
resale or other distribution thereof, nor with the intention of selling,
transferring or otherwise disposing of all or any part of such securities for
any particular event or circumstance, except selling, transferring or disposing
of them upon full compliance with all applicable provisions of the Act, the
Securities Exchange Act of 1934 (the "Exchange Act"), the Rules and Regulations
promulgated by the Securities and Exchange Commission (the "Commission")
thereunder, and any applicable state securities laws. The Holder further
understands and agrees that (i) the securities may be sold only if they are
subsequently registered under the Act and qualified under any applicable state
securities laws or, in the opinion of the Company's counsel, an exemption from
such registration and qualification is available; (ii) Rule 144 promulgated by
the Commission under the Act is not currently available for the sale of the
Company's securities and, in the event that Rule 144 should become available,
any routine sales thereof made in reliance upon the Rule, can be effected only
in the amounts set forth in and pursuant to the other terms and conditions,
including applicable holding periods, of that Rule; and (iii) except as
otherwise set forth herein, the Company is under no obligation to register this
A Warrant or the A Warrant Shares on its behalf or to assist him in complying
with any exemption from registration under the Act. The Holder agrees that each
certificate representing any A Warrant Shares for which the A Warrants may be
exercised will bear on its face a legend in substantially the following form:

These securities have not been registered under the Securities Act of 1933
or qualified under any state securities laws. They may not be sold,
hypothecated or otherwise transferred in the absence of an effective
registration statement under that Act or qualification under applicable
state securities laws without an opinion acceptable to counsel to the
Company that such registration and qualification are not required.

4. Holder Not Deemed Stockholder.

The Holder shall not, as holder of the A Warrants, be entitled to vote or to
receive dividends, except as may be provided in SECTION 5 below, or be deemed
the holder of Common Stock that may at any time be issuable upon exercise of the
A Warrants for any purpose whatsoever, nor shall anything contained herein be
construed to confer upon the

Page 2 of 10 Pages
<PAGE> 3
COMMON STOCK PURCHASE WARRANTS (SERIES A) (1/18/99)
ISSUED BY LEARNSAT.COM, INC. TO ROBERT AND
BARBARA OLIVER DATED APRIL 12, 1999

Holder, as holder of the A Warrants, any of the rights of a stockholder of the
Company or any right to vote for the election of directors or upon any matter
submitted to stockholders at any meeting thereof, or to give or withhold consent
to any corporate action (whether upon any recapitalization, issue or
reclassification of stock, change of par value or change of stock to no par
value, consolidation, merger or conveyance or otherwise), or to receive notice
of meetings, or to receive dividends or subscription rights, until the Holder
shall have exercised the A Warrants and been issued shares of Common Stock in
accordance with the provisions hereof.

5. Warrant Adjustments.

The Exercise Price and the number of shares purchasable upon exercise of the A
Warrants shall be subject to adjustment with respect to events after the date
hereof as follows:

(a) Adjustment for Change in Capital Stock. Except as provided in
PARAGRAPH 5(m) below, if the Company shall (i) declare a dividend on its
outstanding Common Stock in shares of its capital stock, (ii) subdivide its
outstanding Common Stock, (iii) combine its outstanding Common Stock into a
smaller number of shares, or (iv) issue any shares of its capital stock by
reclassification of its Common Stock (including any such reclassification in
connection with a consolidation or merger in which the Company is the continuing
corporation), then in each such case the Exercise Price in effect immediately
prior to such action shall be adjusted so that if the A Warrants are thereafter
exercised, the Holder may receive the number and kind of shares which he would
have owned immediately following such action if he had exercised the A Warrants
immediately prior to such action. Such adjustment shall be made successively
whenever such an event shall occur. The adjustment shall become effective
immediately after the record date in the case of a dividend or distribution and
immediately after the effective date in the case of a subdivision, combination
or reclassification. If after an adjustment the Holder upon exercise of the A
Warrants may receive shares of two or more classes of capital stock of the
Company, the Company's Board of Directors shall determine the allocation of the
adjusted Exercise Price between the classes of capital stock. After such
allocation, the Exercise Price of each class of capital stock shall thereafter
be subject to adjustment on terms comparable to those applicable to Common Stock
in this SECTION 5.

(b) Subscription Offerings. In case the Company shall issue to its
existing stockholders rights, options, or warrants entitling the holders thereof
to subscribe for or purchase Common Stock (or securities convertible into or
exchangeable for Common Stock) at a price per share (or having a conversion
price per share, in the case of a security convertible into or exchangeable for
Common Stock) less than the Current Market Price per share (as defined in
PARAGRAPH (d) below) on the record date for the determination of stockholders
entitled to receive such rights, then in each such case the Exercise Price shall
be adjusted by multiplying the Exercise Price in effect immediately prior to
such record or granting date by a fraction, of which the numerator shall be the
number of shares of Common Stock outstanding on such record or granting date
plus the number of shares of Common Stock which the aggregate offering price of
the total number of shares of Common Stock so to be offered (or the aggregate
initial conversion price of the convertible securities so to be offered) would
purchase at such Current Market Price and of which the denominator shall be the
number of shares of Common Stock outstanding on such record or granting date
plus the number of additional shares of Common Stock to be offered for
subscription or purchase (or into which the convertible or exchangeable
securities so to be offered are initially convertible or exchangeable). Such
adjustment shall become effective at the close of business on such record date;
provided, however, that, to the extent the shares of Common Stock (or securities
convertible into or exchangeable for shares of Common

Page 3 of 10 Pages
<PAGE> 4
COMMON STOCK PURCHASE WARRANTS (SERIES A) (1/18/99)
ISSUED BY LEARNSAT.COM, INC. TO ROBERT AND
BARBARA OLIVER DATED APRIL 12, 1999

Stock) are not delivered, the Exercise Price shall be readjusted after the
expiration of such rights, options, or warrants (but only to the extent that the
A Warrants are not exercised after such expiration), to the Exercise Price which
would then be in effect had the adjustments made upon the issuance of such
rights or warrants been made upon the basis of delivery of only the number of
shares of Common Stock (or securities convertible into or exchangeable for
shares of Common Stock) actually issued. In case any subscription price may be
paid in a consideration part or all of which shall be in a form other than cash,
the value of such consideration shall be as determined in good faith by the
Company's Board of Directors. Shares of Common Stock owned by or held for the
account of the Company or any majority-owned subsidiary shall not be deemed
outstanding for the purpose of any such computation.

(c) Other Rights to Acquire Common Stock. In case the Company shall
distribute to all holders of its Common stock evidences of its indebtedness or
assets (excluding cash dividends or distributions paid from retained earnings of
Maker) or rights or warrants to subscribe or purchase (excluding those referred
to in PARAGRAPH (b) above), then in each such case the Exercise Price shall be
adjusted so that the same shall equal the price determined by multiplying the
Exercise Price in effect immediately prior to the date of such distribution by a
fraction of which the numerator shall be the Current Market Price per share (as
defined in PARAGRAPH (d) below) of the Common Stock on the Record Date mentioned
below less the then fair market value (as determined by the Board of Directors
of the Company) of the portion of the assets or evidences of indebtedness so
distributed or of such rights or warrants applicable to one share of Common
Stock, and the denominator shall be the Current Market Price per share of the
Common Stock. Such adjustment shall become effective immediately after the
Record Date for the determination of shareholders entitled to receive such
distribution.

(d) Current Market Price. For the purpose of any computation under
PARAGRAPH (d) of this SECTION 5, the Current Market Price per share of Common
Stock on any date shall be deemed to be the average of the daily closing prices
for the 30 consecutive trading days commencing 45 trading days before such date.
The closing price for each day shall be the last reported sales price regular
way or, in case no such reported sale takes place on such day, the closing bid
price regular way, in either case on the principal national securities exchange
on which the Common Stock is listed or admitted to trading or, if the Common
Stock is not listed or admitted to trading on any national securities exchange,
the highest reported bid price as furnished by the National Association of
Securities Dealers, Inc. through NASDAQ or similar organization if NASDAQ is no
longer reporting such information, or by the National Daily Quotation Bureau or
similar organization if the Common Stock is not then quoted on an inter-dealer
quotation system. If on any such date the Common Stock is not quoted by any such
organization, the fair value of the Common Stock on such date, as determined by
the Company's Board of Directors, shall be used.

(e) Action to Permit Valid Issuance of Common Stock. Before taking any
action which would cause an adjustment reducing the Exercise Price below the
then par value, if any, of the shares of Common Stock issuable upon exercise of
the A Warrants, the Company will take all corporate action which may, in the
opinion of its counsel, be necessary in order that the Company may validly and
legally issue shares of such Common Stock at such adjusted conversion price.

(f) Minimum Adjustment. No adjustment in the Exercise Price shall be
required if such adjustment is less than $0.05; provided, however, that any
adjustments which by reason of this PARAGRAPH (f) are not required to be made
shall be carried forward and

Page 4 of 10 Pages
<PAGE> 5
COMMON STOCK PURCHASE WARRANTS (SERIES A) (1/18/99)
ISSUED BY LEARNSAT.COM, INC. TO ROBERT AND
BARBARA OLIVER DATED APRIL 12, 1999

taken into account in any subsequent adjustment. All calculations under this
SECTION 5 shall be made to the nearest cent or to the nearest one-hundredth of a
share, as the case may be. Anything to the contrary notwithstanding, the Company
shall be entitled to make such reductions in the conversion price, in addition
to those required by this PARAGRAPH 5(f), as it in its discretion shall
determine to be advisable in order that any stock dividends, subdivision of
shares, distribution of rights to purchase stock or securities, or distribution
of securities convertible into or exchangeable for stock hereafter made by the
Company to its stockholders shall not be taxable.

(g) Referral of Adjustment. In any case in which this SECTION 5 shall
require that an adjustment in the Exercise Price be made effective as of a
record date for a specified event, if the A Warrants shall have been exercised
after such record date the Company may elect to defer until the occurrence of
such event issuing to the Holder the shares, if any, issuable upon such exercise
over and above the shares, if any, issuable upon such exercise on the basis of
the Exercise Price in effect prior to such adjustment; provided, however, that
the Company shall deliver to the Holder a due bill or other appropriate
instrument evidencing the Holder's right to receive such additional shares upon
the occurrence of the event requiring such adjustment.

(h) Number of Shares. Upon each adjustment of the Exercise Price as a
result of the calculations made in PARAGRAPHS (a) through (d) of this SECTION 5,
the A Warrants shall thereafter evidence the right to purchase, at the adjusted
Exercise Price, that number of shares (calculated to the nearest thousandth)
obtained by dividing (i) the product obtained by multiplying the number of
shares purchasable upon exercise of the A Warrants prior to adjustment of the
number of shares by the Exercise Price in effect prior to adjustment of the
Exercise Price by (ii) the Exercise Price in effect after such adjustment of the
Exercise Price.

(i) Transactions Not Requiring Adjustments. No adjustment need be made for
a transaction referred to in PARAGRAPHS (a) through (c) of this SECTION 5 if the
Holder is permitted to participate in the transaction on a basis no less
favorable than any other party and at a level which would preserve the Holder's
percentage equity participation in the Common Stock upon exercise of the A
Warrants. No adjustment need be made for sales of Common Stock pursuant to a
Company plan for reinvestment of dividends or interest, the granting of options
and/or the exercise of options outstanding under any of the Company's currently
existing stock option plans, the exercise of currently existing incentive stock
options or incentive stock options which may be granted in the future, or the
exercise of any other of the Company's currently outstanding options. No
adjustment need be made for a change in the par value or no par value of the
Common Stock. If the A Warrants become exercisable solely into cash, no
adjustment need be made thereafter. Interest will not accrue on the cash.

(j) Notice of Adjustments. Whenever the Exercise Price is adjusted, the
Company shall promptly mail to the Holder a notice of the adjustment together
with a certificate from the Company's Chief Financial Officer briefly stating
(i) the facts requiring the adjustment, (ii) the adjusted conversion price and
the manner of computing it; and (iii) the date on which such adjustment becomes
effective. The certificate shall be prima facia evidence that the adjustment is
correct, absent manifest error.

(k) Reorganization of Company. If the Company and/or the holders of Common
Stock are parties to a merger, consolidation or a transaction in which (i) the
Company transfers or leases substantially all of its assets; (ii) the Company
reclassifies or changes its outstanding Common Stock; or (iii) the Common Stock
is exchanged for

Page 5 of 10 Pages
<PAGE> 6
COMMON STOCK PURCHASE WARRANTS (SERIES A) (1/18/99)
ISSUED BY LEARNSAT.COM, INC. TO ROBERT AND
BARBARA OLIVER DATED APRIL 12, 1999

securities, cash or other assets; the person who is the transferee or lessee of
such assets or is obligated to deliver such securities, cash or other assets
shall assume the terms of the A Warrants. If the issuer of securities
deliverable upon exercise of the A Warrants is an affiliate of the surviving,
transferee or lessee corporation, that issuer shall join in such assumption. The
assumption agreement shall provide that the Holder may exercise the A Warrants
into the kind and amount of securities, cash or other assets which it would have
owned immediately after the consolidation, merger, transfer, lease or exchange
if it had exercised the A Warrants immediately before the effective date of the
transaction. The assumption agreement shall provide for adjustments which shall
be as nearly equivalent as may be practical to the adjustments provided for in
this SECTION 5. The successor company shall mail to the Holder a notice briefly
describing the assumption agreement. If this Paragraph applies, PARAGRAPH 5(a)
above does not apply.

(l) Voluntary Reduction. The Company from time to time may reduce the
Exercise Price by any amount for any period of time if the period is at least 20
days and if the reduction is irrevocable during the period. Whenever the
Exercise Price is reduced, the Company shall mail to the Holder a notice of the
reduction. The Company shall mail the notice at least 15 days before the date
the reduced Exercise Price takes effect. The notice shall state the reduced
Exercise Price and the period it will be in effect. A reduction of the Exercise
Price does not change or adjust the Exercise Price otherwise in effect for
purposes of PARAGRAPHS 5(a) through (c) above.

(m) Dissolution, Liquidation. In the event of the dissolution or total
liquidation of the Company, then after the effective date thereof, the A
Warrants and all rights thereunder shall expire.

(n) Notices. If (i) the Company takes any action that would require an
adjustment in the Exercise Price pursuant to this SECTION 5; or (ii) there is a
liquidation or dissolution of the Company, the Company shall mail to the Holder
a notice stating the proposed record date for a distribution or effective date
of a reclassification, consolidation, merger, transfer, lease, liquidation or
dissolution. The Company shall mail the notice at least 15 days before such
date. Failure to mail the notice or any defect in it shall not affect the
validity of the transaction.

(o) Determination by Company Conclusive. Any determination that the
Company or its Board of Directors must make pursuant to this SECTION 5 shall be
conclusive, absent manifest error.

6. Fractional Shares.

If the number of A Warrant Shares purchasable upon the exercise of the A
Warrants is adjusted pursuant to SECTION 5 hereof, the Company shall
nevertheless not be required to issue fractions of shares upon exercise of the A
Warrants or otherwise, or to distribute certificates that evidence fractional
shares. With respect to any fraction of a share called for upon any exercise
hereof, the Company shall round up to the nearest share.

7. Inclusion of A Warrant Shares in Registration Statement; Right to
Registration.

(a) Holder's Right to Registration. Commencing on the date hereof and
through one year after the date on which all of the A Warrants have expired
and/or been exercised, upon receipt of notice (the "Registration Request
Notice") requesting registration under the Securities Act of the A Warrant
Shares from the holders of the majority of the A Warrants, the Company will
offer to the Holder the opportunity to include his A Warrant

Page 6 of 10 Pages
<PAGE> 7
COMMON STOCK PURCHASE WARRANTS (SERIES A) (1/18/99)
ISSUED BY LEARNSAT.COM, INC. TO ROBERT AND
BARBARA OLIVER DATED APRIL 12, 1999

Shares (the "Registrable Shares") in such registration. The Company will use its
best efforts to file with the Commission as promptly as practicable, a
registration statement (the "Demand Registration Statement"), utilizing year end
audited financial statements, and will use its best efforts to have the Demand
Registration Statement declared effective and remain effective until the earlier
of two years thereafter or the date all the Registrable Shares registered
thereby have been sold. The Company will also use its best efforts to qualify
the Registrable Shares under the securities laws of the state where the Holder
resides. This offer to the Holder shall be made within 20 days after the Company
receives the Registration Request Notice. This Demand Registration right may be
exercised one time only. If the Holder elects to include his Registrable Shares
in the Demand Registration Statement, he will, in a timely fashion, provide the
Company and its counsel with such information and execute such documents as the
Company's counsel may reasonably require to prepare and process the Demand
Registration Statement.

(b) "Piggy Back" Registration Rights. If at any time after the date
hereof, the Company proposes to file a Registration Statement under the Act with
respect to any of its securities (except one relating to employee benefit
plans), it shall give written notice of its intention to effect such filing to
the Holder at least 30 days prior to filing such Registration Statement (the
"Piggy-Back Registration Statement"). If the Holder desires to include its
Registrable Shares in the Piggy-Back Registration Statement, he shall notify the
Company in writing within 15 days after receipt of such notice from the Company,
in which event the Company shall include the Holder's Registrable Shares in the
Piggy-Back Registration Statement. If the Holder elects to include his
Registrable Shares in the Piggy-Back Registration Statement as set forth herein,
he shall, in a timely fashion, provide the Company and its counsel with such
information and execute such documents as its counsel may reasonably require to
prepare and process the Piggy-Back Registration Statement.

(c) Copies of Registration Statements and Prospectuses. The Company will
provide the Holder with a copy of the Demand Registration Statement or
Piggy-Back Registration Statement, as the case may be, and any amendments
thereto, and copies of the final prospectus included therein in such quantities
as may reasonably be required to permit the Holder to sell his Registrable
Shares after the Demand Registration Statement or Piggy-Back Registration
Statement, as the case may be, is declared effective by the Commission.

(d) The Company's Obligation to Bear Expenses of Registration. The Company
will bear all expenses (except underwriting discounts and commission, if any,
and the legal fees and expenses, if any, of counsel to the Holder) necessary and
incidental to the performance of its obligations under this SECTION 7.

(e) Indemnification. The Company and the Holder, if the Holder's
Registrable Shares are included in a Registration Statement pursuant to this
SECTION 7, shall provide appropriate cross indemnities to each other covering
the information supplied by the indemnifying party for inclusion in the
Registration Statement.

(f) Restriction on Sale of Registrable Shares. The Holder agrees that as a
condition for the Company registering the Registrable Shares as provided in this
SECTION 7, in the event that the registration statement in which the Registrable
Shares are included relates to a Public Offering to be effected through or with
the assistance of an underwriter, he will consent to restrict the sale of the
Registrable Shares or reduce the number of Registrable Shares that may be
included in such registration in accordance with the requirements of such
underwriter.

(g) Cancellation of Registration Rights. Anything to the contrary not

Page 7 of 10 Pages
<PAGE> 8
COMMON STOCK PURCHASE WARRANTS (SERIES A) (1/18/99)
ISSUED BY LEARNSAT.COM, INC. TO ROBERT AND
BARBARA OLIVER DATED APRIL 12, 1999

withstanding, the Company shall not be required to register any Underlying
Shares which, in the reasonable opinion of the Company's counsel, may be sold
pursuant to the exemption from registration provided by Section (k) of Rule 144
promulgated under the Act.

8. Redemption.

(a) On or after the date the A Warrant Shares become registered as provided
herein or may otherwise be sold publicly, on not less than thirty (30) days
notice, the A Warrants may be redeemed, at the option of the Company, at a
redemption price of $0.05 per A Warrant (the "Redemption Price"), provided that
the reported closing price of the Common Stock equals or exceeds 150% of the
then Exercise Price for a period of 30 consecutive trading days ending three
trading days prior to the notice of redemption. For the purpose of this SECTION
8, the closing price for each day shall be the last reported sales price regular
way or, in case no such reported sale takes place on such day, the closing bid
price regular way, in either case on the principal national securities exchange
on which the Common Stock is listed or admitted to trading or, if the Common
Stock is not listed or admitted to trading on any national securities exchange,
the highest reported bid price as furnished by the National Association of
Securities Dealers, Inc. through NASDAQ or similar organization if NASDAQ is no
longer reporting such information, or by the National Daily Quotation Bureau or
similar organization if the Common Stock is not then quoted on an inter-dealer
quotation system. All unexercised A Warrants in the Series of A Warrants must be
redeemed if any A Warrants are redeemed.

(b) In case the Company shall desire to exercise its right to redeem the A
Warrants, it shall mail a notice of redemption to the Holder, first class,
postage prepaid, not later than the 30th day before the date fixed for
redemption, at its last address as shall appear in the records of the Company.
Any notice mailed in the manner provided herein shall be conclusively presumed
to have been duly given whether or not the Holder receives such notice.

(c) The notice of redemption shall specify (i) the Redemption Price; (ii) the
date fixed for redemption; (iii) the place where the A Warrant Certificates
shall be delivered and the Redemption Price paid; and (iv) that the right to
exercise the A Warrant shall terminate at 5:00 PM (New York time) on the
business day immediately preceding the date fixed for redemption. The date fixed
for the redemption of the A Warrants shall be the Redemption Date.

(d) Any right to exercise A Warrants shall terminate at 5:00 P.M. (New York
time) on the business day immediately preceding the Redemption Date. On and
after the Redemption Date, the Holder shall have no further rights except to
receive, upon surrender of his A Warrants, the Redemption Price.

(e) From and after the date specified for redemption, the Company shall, at the
place specified in the notice of redemption, upon presentation and surrender to
the Company by or on behalf of the Holder of one or more A Warrants to be
redeemed, deliver or cause to be delivered to or upon the written order of the
Holder a sum in cash equal to the Redemption Price of each such A Warrant. From
and after the Redemption Date and upon the deposit or setting aside by the
Company of a sum sufficient to redeem all of the A Warrants called for
redemption, such A Warrants shall expire and become void and all rights
hereunder, except the right to receive payment of the Redemption Price, shall
cease.

Page 8 of 10 Pages
<PAGE> 9
COMMON STOCK PURCHASE WARRANTS (SERIES A) (1/18/99)
ISSUED BY LEARNSAT.COM, INC. TO ROBERT AND
BARBARA OLIVER DATED APRIL 12, 1999

9. Reservation of Shares

The Company shall at all times reserve and keep available out of its authorized
but unissued stock, for the purpose of effecting the issuance of stock upon
exercise of the A Warrants, such number of shares as shall from time to time be
sufficient to effect the issuance of shares of Common Stock upon exercise of the
A Warrants.

10. Amendment.

This Agreement shall not be amended, modified or revoked except by agreement in
writing, signed by the Company and the Holder.

11. Governing Law.

The A Warrants shall be governed by the laws of the State of Oklahoma.

IN WITNESS WHEREOF, the Company has caused these A Warrants to be executed on
its behalf by an officer thereunto duly authorized and the Holder has executed
this Agreement as of the date above written.

LEARNSAT.COM, INC.

By: ____________________________ _______________________________
Charles Brewer, President Robert and Barbara Oliver

Page 9 of 10 Pages
<PAGE> 10
SUBSCRIPTION FORM

To Be Executed by the Holder
in Order to Exercise A Warrants

The undersigned Holder hereby irrevocably elects to exercise the A Warrants, and
to purchase the ____________________ shares of Common Stock issuable upon the
exercise thereof, and requests that certificates for such shares shall be issued
in the name of

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER

________________________________________________

________________________________________________
[please print or type name and address]

and be delivered to

________________________________________________

________________________________________________
[please print or type name and address]

and if such number of shares of Common Stock shall not be all the shares
issuable upon the exercise of the A Warrants, that new A Warrants exercisable
for the balance of the shares issuable upon the exercise of the A Warrants be
delivered to the Holder at the address stated below.

Dated: ___________________________ X ________________________________

________________________________

________________________________
Address

________________________________
Taxpayer Identification Number

________________________________
Signature Guaranteed

________________________________

Page 10 of 10 Pages

<PAGE> 1
CLASS B WARRANTS
TO PURCHASE COMMON STOCK
OF
LEARNSAT.COM, INC.

WHEREAS, at a meeting of the Board of Directors of LearnSat.Com, Inc. (the
"Company") duly called and held in January 1999, the Board authorized the
granting of 25,000 Class B Warrants (the "B Warrants"), each to purchase one
share of the Company's Common Stock, par value $0.001, (the "Common Stock") to
Robert and Barbara Oliver, 9530 West Tierra Grande, Peoria, Arizona 85381 (the
"Holder") in accordance with the terms set forth herein; and

WHEREAS, these B Warrants are part of a series of B Warrants (the "Series of B
Warrants"), all with the same terms and conditions as those set forth herein,
which may be issued by the Company exercisable for up to an aggregate 1,250,000
shares of Common Stock; and

WHEREAS, each B Warrant permits the holder thereof, for a period terminating on
December 31, 2004, to purchase one share (collectively the "B Warrant Shares")
of Common Stock, initially at $4.00 per share; and

WHEREAS, the Company desires to set forth the terms of the B Warrants and the
Holder desires to accept such terms;

NOW, THEREFORE, in consideration of the premises, the parties hereto agree as
follows:

1. Grant of Warrants.

The Company hereby grants to the Holder the right to purchase one share of
Common Stock for each B Warrant granted hereby for a price of $4.00 as
hereinafter adjusted (the "Exercise Price") (the shares of Common Stock for
which the B Warrants may be exercised are hereinafter sometimes called the
"Underlying Securities"). The B Warrants may be exercised, except as otherwise
provided herein, in whole or in part at any time commencing upon the date hereof
and terminating at 5:00 P.M., New York time, on December 31, 2004 (the
"Expiration Date").

2. Manner of Exercise.

The B Warrants underlying this B Warrant Agreement may be exercised in whole or
in part by surrender of this B Warrant Agreement, with the form of subscription
at the end hereof duly executed by the Holder, to the Company at its principal
office, accompanied by

Page 1 of 10 Pages
<PAGE> 2
COMMON STOCK PURCHASE WARRANTS (SERIES B) (1/18/99)
ISSUED BY LEARNSAT.COM, INC. TO ROBERT AND
BARBARA OLIVER DATED APRIL 12, 1999

payment in full in cash or by certified or official bank check to the order of
the Company of the Exercise Price of the shares to be purchased. As soon as
practicable, but in no event more than 15 days after the Holder has given the
aforesaid written notice and made the aforesaid payment, the Company shall,
without charging stock issue or transfer taxes to the Holder, issue the number
of shares of duly authorized Common Stock issuable upon such exercise, which
shall be duly issued, fully paid and non-assessable, and shall deliver to the
Holder a certificate or certificates therefor, registered in the Holder's name.
In the event of a partial exercise of this B Warrant Agreement, the Company
shall also issue and deliver to the Holder a new B Warrant Agreement of like
tenor, in the name of the Holder, for the exercise of the number of B Warrant
Shares for which such B Warrant Agreement may still be exercised.

3. Investment Representation.

The Holder acknowledges that B Warrants underlying this B Warrant Agreement as
well as the B Warrant Shares for which these B Warrants may be exercised, have
not been and, except as otherwise provided herein, will not be registered under
the Securities Act of 1933 (the "Act") or qualified under applicable state
securities laws and that the transferability thereof is restricted by the
registration provisions of the Act as well as such state laws. The Holder
represents that it is acquiring the B Warrants and will acquire the B Warrant
Shares for his own account, for investment purposes only and not with a view to
resale or other distribution thereof, nor with the intention of selling,
transferring or otherwise disposing of all or any part of such securities for
any particular event or circumstance, except selling, transferring or disposing
of them upon full compliance with all applicable provisions of the Act, the
Securities Exchange Act of 1934 (the "Exchange Act"), the Rules and Regulations
promulgated by the Securities and Exchange Commission (the "Commission")
thereunder, and any applicable state securities laws. The Holder further
understands and agrees that (i) the securities may be sold only if they are
subsequently registered under the Act and qualified under any applicable state
securities laws or, in the opinion of the Company's counsel, an exemption from
such registration and qualification is available; (ii) Rule 144 promulgated by
the Commission under the Act is not currently available for the sale of the
Company's securities and, in the event that Rule 144 should become available,
any routine sales thereof made in reliance upon the Rule, can be effected only
in the amounts set forth in and pursuant to the other terms and conditions,
including applicable holding periods, of that Rule; and (iii) except as
otherwise set forth herein, the Company is under no obligation to register this
B Warrant or the B Warrant Shares on its behalf or to assist him in complying
with any exemption from registration under the Act. The Holder agrees that each
certificate representing any B Warrant Shares for which the B Warrants may be
exercised will bear on its face a legend in substantially the following form:

4. Holder Not Deemed Stockholder.

The Holder shall not, as holder of the B Warrants, be entitled to vote or to
receive dividends, except as may be provided in SECTION 5 below, or be deemed
the holder of Common Stock that may at any time be issuable upon exercise of the
B Warrants for any purpose whatsoever, nor shall anything contained herein be
construed to confer upon the

Page 2 of 10 Pages
<PAGE> 3
COMMON STOCK PURCHASE WARRANTS (SERIES B) (1/18/99)
ISSUED BY LEARNSAT.COM, INC. TO ROBERT AND
BARBARA OLIVER DATED APRIL 12, 1999

Holder, as holder of the B Warrants, any of the rights of a stockholder of the
Company or any right to vote for the election of directors or upon any matter
submitted to stockholders at any meeting thereof, or to give or withhold consent
to any corporate action (whether upon any recapitalization, issue or
reclassification of stock, change of par value or change of stock to no par
value, consolidation, merger or conveyance or otherwise), or to receive notice
of meetings, or to receive dividends or subscription rights, until the Holder
shall have exercised the B Warrants and been issued shares of Common Stock in
accordance with the provisions hereof.

5. Warrant Adjustments.

The Exercise Price and the number of shares purchasable upon exercise of the B
Warrants shall be subject to adjustment with respect to events after the date
hereof as follows:

(a) Adjustment for Change in Capital Stock. Except as provided in
PARAGRAPH 5(m) below, if the Company shall (i) declare a dividend on its
outstanding Common Stock in shares of its capital stock, (ii) subdivide its
outstanding Common Stock, (iii) combine its outstanding Common Stock into a
smaller number of shares, or (iv) issue any shares of its capital stock by
reclassification of its Common Stock (including any such reclassification in
connection with a consolidation or merger in which the Company is the continuing
corporation), then in each such case the Exercise Price in effect immediately
prior to such action shall be adjusted so that if the B Warrants are thereafter
exercised, the Holder may receive the number and kind of shares which he would
have owned immediately following such action if he had exercised the B Warrants
immediately prior to such action. Such adjustment shall be made successively
whenever such an event shall occur. The adjustment shall become effective
immediately after the record date in the case of a dividend or distribution and
immediately after the effective date in the case of a subdivision, combination
or reclassification. If after an adjustment the Holder upon exercise of the B
Warrants may receive shares of two or more classes of capital stock of the
Company, the Company's Board of Directors shall determine the allocation of the
adjusted Exercise Price between the classes of capital stock. After such
allocation, the Exercise Price of each class of capital stock shall thereafter
be subject to adjustment on terms comparable to those applicable to Common Stock
in this SECTION 5.

Page 3 of 10 Pages
<PAGE> 4
COMMON STOCK PURCHASE WARRANTS (SERIES B) (1/18/99)
ISSUED BY LEARNSAT.COM, INC. TO ROBERT AND
BARBARA OLIVER DATED APRIL 12, 1999

Stock) are not delivered, the Exercise Price shall be readjusted after the
expiration of such rights, options, or warrants (but only to the extent that the
B Warrants are not exercised after such expiration), to the Exercise Price which
would then be in effect had the adjustments made upon the issuance of such
rights or warrants been made upon the basis of delivery of only the number of
shares of Common Stock (or securities convertible into or exchangeable for
shares of Common Stock) actually issued. In case any subscription price may be
paid in a consideration part or all of which shall be in a form other than cash,
the value of such consideration shall be as determined in good faith by the
Company's Board of Directors. Shares of Common Stock owned by or held for the
account of the Company or any majority-owned subsidiary shall not be deemed
outstanding for the purpose of any such computation.

(e) Action to Permit Valid Issuance of Common Stock. Before taking any
action which would cause an adjustment reducing the Exercise Price below the
then par value, if any, of the shares of Common Stock issuable upon exercise of
the B Warrants, the Company will take all corporate action which may, in the
opinion of its counsel, be necessary in order that the Company may validly and
legally issue shares of such Common Stock at such adjusted conversion price.

Page 4 of 10 Pages
<PAGE> 5
COMMON STOCK PURCHASE WARRANTS (SERIES B) (1/18/99)
ISSUED BY LEARNSAT.COM, INC. TO ROBERT AND
BARBARA OLIVER DATED APRIL 12, 1999

(g) Referral of Adjustment. In any case in which this SECTION 5 shall
require that an adjustment in the Exercise Price be made effective as of a
record date for a specified event, if the B Warrants shall have been exercised
after such record date the Company may elect to defer until the occurrence of
such event issuing to the Holder the shares, if any, issuable upon such exercise
over and above the shares, if any, issuable upon such exercise on the basis of
the Exercise Price in effect prior to such adjustment; provided, however, that
the Company shall deliver to the Holder a due bill or other appropriate
instrument evidencing the Holder's right to receive such additional shares upon
the occurrence of the event requiring such adjustment.

(h) Number of Shares. Upon each adjustment of the Exercise Price as a
result of the calculations made in PARAGRAPHS (a) through (d) of this SECTION 5,
the B Warrants shall thereafter evidence the right to purchase, at the adjusted
Exercise Price, that number of shares (calculated to the nearest thousandth)
obtained by dividing (i) the product obtained by multiplying the number of
shares purchasable upon exercise of the B Warrants prior to adjustment of the
number of shares by the Exercise Price in effect prior to adjustment of the
Exercise Price by (ii) the Exercise Price in effect after such adjustment of the
Exercise Price.

(i) Transactions Not Requiring Adjustments. No adjustment need be made for
a transaction referred to in PARAGRAPHS (a) through (c) of this SECTION 5 if the
Holder is permitted to participate in the transaction on a basis no less
favorable than any other party and at a level which would preserve the Holder's
percentage equity participation in the Common Stock upon exercise of the B
Warrants. No adjustment need be made for sales of Common Stock pursuant to a
Company plan for reinvestment of dividends or interest, the granting of options
and/or the exercise of options outstanding under any of the Company's currently
existing stock option plans, the exercise of currently existing incentive stock
options or incentive stock options which may be granted in the future, or the
exercise of any other of the Company's currently outstanding options. No
adjustment need be made for a change in the par value or no par value of the
Common Stock. If the B Warrants become exercisable solely into cash, no
adjustment need be made thereafter. Interest will not accrue on the cash.

Page 5 of 10 Pages
<PAGE> 6
COMMON STOCK PURCHASE WARRANTS (SERIES B) (1/18/99)
ISSUED BY LEARNSAT.COM, INC. TO ROBERT AND
BARBARA OLIVER DATED APRIL 12, 1999

securities, cash or other assets; the person who is the transferee or lessee of
such assets or is obligated to deliver such securities, cash or other assets
shall assume the terms of the B Warrants. If the issuer of securities
deliverable upon exercise of the B Warrants is an affiliate of the surviving,
transferee or lessee corporation, that issuer shall join in such assumption. The
assumption agreement shall provide that the Holder may exercise the B Warrants
into the kind and amount of securities, cash or other assets which it would have
owned immediately after the consolidation, merger, transfer, lease or exchange
if it had exercised the B Warrants immediately before the effective date of the
transaction. The assumption agreement shall provide for adjustments which shall
be as nearly equivalent as may be practical to the adjustments provided for in
this SECTION 5. The successor company shall mail to the Holder a notice briefly
describing the assumption agreement. If this Paragraph applies, PARAGRAPH 5(a)
above does not apply.

(l) Voluntary Reduction. The Company from time to time may reduce the
Exercise Price by any amount for any period of time if the period is at least 20
days and if the reduction is irrevocable during the period. Whenever the
Exercise Price is reduced, the Company shall mail to the Holder a notice of the
reduction. The Company shall mail the notice at least 15 days before the date
the reduced Exercise Price takes effect. The notice shall state the reduced
Exercise Price and the period it will be in effect. B reduction of the Exercise
Price does not change or adjust the Exercise Price otherwise in effect for
purposes of PARAGRAPHS 5(a) through (c) above.

(m) Dissolution, Liquidation. In the event of the dissolution or total
liquidation of the Company, then after the effective date thereof, the B
Warrants and all rights thereunder shall expire.

(o) Determination by Company Conclusive. Any determination that the
Company or its Board of Directors must make pursuant to this SECTION 5 shall be
conclusive, absent manifest error.

6. Fractional Shares.

If the number of B Warrant Shares purchasable upon the exercise of the B
Warrants is adjusted pursuant to SECTION 5 hereof, the Company shall
nevertheless not be required to issue fractions of shares upon exercise of the B
Warrants or otherwise, or to distribute certificates that evidence fractional
shares. With respect to any fraction of a share called for upon any exercise
hereof, the Company shall round up to the nearest share.

7. Inclusion of B Warrant Shares in Registration Statement; Right to
Registration.

(a) Holder's Right to Registration. Commencing on the date hereof and
through one year after the date on which all of the B Warrants have expired
and/or been exercised, upon receipt of notice (the "Registration Request
Notice") requesting registration under the Securities Act of the B Warrant
Shares from the holders of the majority of the B Warrants, the Company will
offer to the Holder the opportunity to include his B Warrant

Page 6 of 10 Pages
<PAGE> 7
COMMON STOCK PURCHASE WARRANTS (SERIES B) (1/18/99)
ISSUED BY LEARNSAT.COM, INC. TO ROBERT AND
BARBARA OLIVER DATED APRIL 12, 1999

(g) Cancellation of Registration Rights. Anything to the contrary not

Page 7 of 10 Pages
<PAGE> 8
COMMON STOCK PURCHASE WARRANTS (SERIES B) (1/18/99)
ISSUED BY LEARNSAT.COM, INC. TO ROBERT AND
BARBARA OLIVER DATED APRIL 12, 1999

8. Redemption.

(a) On or after the date the B Warrant Shares become registered as provided
herein or may otherwise be sold publicly, on not less than thirty (30) days
notice, the B Warrants may be redeemed, at the option of the Company, at a
redemption price of $0.05 per B Warrant (the "Redemption Price"), provided that
the reported closing price of the Common Stock equals or exceeds 150% of the
then Exercise Price for a period of 30 consecutive trading days ending three
trading days prior to the notice of redemption. For the purpose of this SECTION
8, the closing price for each day shall be the last reported sales price regular
way or, in case no such reported sale takes place on such day, the closing bid
price regular way, in either case on the principal national securities exchange
on which the Common Stock is listed or admitted to trading or, if the Common
Stock is not listed or admitted to trading on any national securities exchange,
the highest reported bid price as furnished by the National Association of
Securities Dealers, Inc. through NASDAQ or similar organization if NASDAQ is no
longer reporting such information, or by the National Daily Quotation Bureau or
similar organization if the Common Stock is not then quoted on an inter-dealer
quotation system. All unexercised B Warrants in the Series of B Warrants must be
redeemed if any B Warrants are redeemed.

(b) In case the Company shall desire to exercise its right to redeem the B
Warrants, it shall mail a notice of redemption to the Holder, first class,
postage prepaid, not later than the 30th day before the date fixed for
redemption, at its last address as shall appear in the records of the Company.
Any notice mailed in the manner provided herein shall be conclusively presumed
to have been duly given whether or not the Holder receives such notice.

(c) The notice of redemption shall specify (i) the Redemption Price; (ii) the
date fixed for redemption; (iii) the place where the B Warrant Certificates
shall be delivered and the Redemption Price paid; and (iv) that the right to
exercise the B Warrant shall terminate at 5:00 PM (New York time) on the
business day immediately preceding the date fixed for redemption. The date fixed
for the redemption of the B Warrants shall be the Redemption Date.

(d) Any right to exercise B Warrants shall terminate at 5:00 P.M. (New York
time) on the business day immediately preceding the Redemption Date. On and
after the Redemption Date, the Holder shall have no further rights except to
receive, upon surrender of his B Warrants, the Redemption Price.

(e) From and after the date specified for redemption, the Company shall, at the
place specified in the notice of redemption, upon presentation and surrender to
the Company by or on behalf of the Holder of one or more B Warrants to be
redeemed, deliver or cause to be delivered to or upon the written order of the
Holder a sum in cash equal to the Redemption Price of each such B Warrant. From
and after the Redemption Date and upon the deposit or setting aside by the
Company of a sum sufficient to redeem all of the B Warrants called for
redemption, such B Warrants shall expire and become void and all rights
hereunder, except the right to receive payment of the Redemption Price, shall
cease.

Page 8 of 10 Pages
<PAGE> 9
COMMON STOCK PURCHASE WARRANTS (SERIES B) (1/18/99)
ISSUED BY LEARNSAT.COM, INC. TO ROBERT AND
BARBARA OLIVER DATED APRIL 12, 1999

9. Reservation of Shares

The Company shall at all times reserve and keep available out of its authorized
but unissued stock, for the purpose of effecting the issuance of stock upon
exercise of the B Warrants, such number of shares as shall from time to time be
sufficient to effect the issuance of shares of Common Stock upon exercise of the
B Warrants.

10. Amendment.

This Agreement shall not be amended, modified or revoked except by agreement in
writing, signed by the Company and the Holder.

11. Governing Law.

The B Warrants shall be governed by the laws of the State of Oklahoma.

IN WITNESS WHEREOF, the Company has caused these B Warrants to be executed on
its behalf by an officer thereunto duly authorized and the Holder has executed
this Agreement as of the date above written.

LEARNSAT.COM, INC.

By: ____________________________ ________________________________
Charles Brewer, President Robert and Barbara Oliver

Page 9 of 10 Pages
<PAGE> 10
SUBSCRIPTION FORM

To Be Executed by the Holder
in Order to Exercise B Warrants

The undersigned Holder hereby irrevocably elects to exercise the B Warrants, and
to purchase the ____________________ shares of Common Stock issuable upon the
exercise thereof, and requests that certificates for such shares shall be issued
in the name of

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER

________________________________________________

________________________________________________
[please print or type name and address]

and be delivered to

________________________________________________

________________________________________________
[please print or type name and address]

and if such number of shares of Common Stock shall not be all the shares
issuable upon the exercise of the B Warrants, that new B Warrants exercisable
for the balance of the shares issuable upon the exercise of the B Warrants be
delivered to the Holder at the address stated below.

Dated: ___________________________ X ________________________________

________________________________

________________________________
Address

________________________________
Taxpayer Identification Number

________________________________
Signature Guaranteed

________________________________

Page 10 of 10 Pages

<PAGE> 1
EXHIBIT 10.1

COMMERCIAL LEASE

This Lease ("Lease") is made this 1st day of July, 1995 by and between
Charles&Linda Brewer (hereinafter "Landlord") and Learnsat Systems, Inc.
(hereinafter "Tenant"). In consideration for the mutual promises and covenants
contained herein, and for other good and valuable consideration, the parties
hereby agree as follows:

1. The Landlord leases to the Tenant, and the Tenant rents from the
Landlord the following described premises:
Approximately 3,000 square feet at 821 E. 46th Street,
Stillwater, Oklahoma 74076

2. The term of the Lease shall be for 60 Months commencing July 1, 1995
and ending June 30, 2000. With options for continuing years.

3. The Tenant shall pay to Landlord as rent $12,000.00 per year in equal
monthly installments of $1,000.00 1 Month payable in advance at 3007 Chapel Hill
Road, Stillwater, OK 74074

4. This Lease is subject to all present or future mortgages affecting
the premises.

5. Tenant shall use and occupy the premises only as a Commercial
Business subject at all times to the approval of the Landlord.

6. The Tenant shall not make any alterations in, additions to or
improvements to the premises without the prior written consent of the Landlord.

7. The Landlord, at his own expense, shall furnish the following
utilities or amenities for the benefit of the Tenant:
(NONE)

8. The Tenant, at his own expense, shall furnish the following: All
Utilities, alterations (upon approval of landlord), insurance, and other
related expenses.

9. The Tenant shall purchase at his own expense public liability
insurance in the amount of $1,000,000 as well as fire and hazard insurance in
the amount of $80,000 for the premises and shall provide satisfactory evidence
thereof to the Landlord and shall continue same in force and effect throughout
the Lease term hereof.
<PAGE> 2
10. The Tenant shall not permit or commit waste to the premises.

11. The Tenant shall comply with all rules, regulations, ordinances codes and
laws of all governmental authorities having jurisdiction over the premises.

12. The Tenant shall not permit or engage in any activity which will effect an
increase in the rate of insurance for the Building in which the premises is
contained nor shall the Tenant permit or commit any nuisance thereon.

13. The Tenant shall not sub-let or assign the premises nor allow any other
person or business to use or occupy the premises without the prior written
consent of the Landlord, which consent may not be unreasonably withheld.

14. At the end of the term of this Lease, the Tenant shall surrender and
deliver up the premises in the same condition (subject to any additions,
alterations or improvements, if any) as presently exists, reasonable wear and
tear excluded.

15. Upon default in any term or condition of this Lease, the Landlord shall
have the right to undertake any or all other remedies permitted by Law.

16. This Lease shall be binding upon, and inure to the benefit of, the
parties, their heirs, successors, and assigns.

17. The Tenant will pay or reimburse the owner for any and all Real Estate or
property taxes.

Signed this 30th day of June, 1995.

/s/ Linda Brewer /s/ ILLEGIBLE
---------------- -----------------------
Tenant Landlord

<PAGE> 1
COMMERCIAL LEASE

This Lease ("Lease") is made this 1st day of July, 1992 by and between
Charles and Linda Brewer (hereinafter "Landlord") and Learnsat Systems, Inc.
(hereinafter "Tenant"). In consideration for the mutual promises and covenants
contained herein, and for other good and valuable consideration, the parties
hereby agree as follows:

1. The Landlord leases to the Tenant, and the Tenant rents from the
Landlord the following described premises: Approximately 1,200 square feet at
722 South Grove Street, Eustis, Florida 32726

2. The term of the Lease shall be for 12 Months commencing July 1, 1992 and
ending June 30, 1993 with options for continuing years.

3. The Tenant shall pay to Landlord as rent $9,000.00 per year in equal
monthly installments of $750.00 payable in advance at 35550 Cypress Crt,
Leesburg, FL.

4. This Lease is subject to all present or future mortgages affecting the
premises.

5. Tenant shall use and occupy the premises only as a small business
subject at all times to the approval of the Landlord.

6. The Tenant shall not make any alterations in, additions to or
improvements to the premises without the prior written consent of the Landlord.

7. The Landlord, at his own expense, shall furnish the following utilities
or amenities for the benefit of the Tenant:
(NONE)

8. The Tenant, at his own expense, shall furnish the following: All
utilities, alterations (upon approval of landlord), insurance, and other related
expenses.

9. The Tenant shall purchase at his own expense public liability insurance
in the amount of $25,000 as well as fire and hazard insurance in the amount of
$90,000 for the premises and shall provide satisfactory evidence thereof to the
Landlord and shall continue same in force and effect throughout the Lease term
hereof.

10. The Tenant shall not permit or commit waste to the premises.

11. The Tenant shall comply with all rules, regulations, ordinances codes
and laws of all governmental authorities having jurisdiction over the premises.
<PAGE> 2
12. The Tenant shall not permit or engage in any activity which will effect
an increase in the rate of insurance for the Building in which the premises is
contained nor shall the Tenant permit or commit any nuisance thereon.

15. Upon default in any term or condition of this Lease, the Landlord shall
have the right to undertake any or all other remedies permitted by Law.

16. This Lease shall be binding upon, and inure to the benefit of, the
parties, their heirs, successors, and assigns.

Signed this 16th day of May, 1992.

Linda E. Brewer Charles Brewer
------------------------ -------------------------
Tenant Landlord

Form 203

<PAGE> 1
Exhibit 10.3

J&D MINI-STORAGE, landlord, hereby rents to Chuck Brewer (tenant) Storage
Unit No. 46 of that certain building whose address is Bay Shore for a minimum of
one month and upon the following terms and conditions:

1. Rent for the storage unit is $110.00 per month payable in advance on the
1st day of each calendar month and remitted to landlord at the address stated
above. This lease will terminate at the end of the prepaid period unless it is
renewed each month by tenant paying the monthly rental in advance as provided
herein. Landlord hereby acknowledges the payment of $73.40 for rental from
8-10-98 to 8-31-98 for 1 14x40. Deposit of $110 hereby collected, will be
refunded upon vacating the unit. The deposit may be applied to the last month's
rent.

2. Tenant hereby agrees that the storage unit will not be used for an
unlawful purpose nor will tenant store explosives, highly inflammable materials
or extra-hazardous goods of any nature in the unit.

3. Tenant has inspected the unit and the unit is accepted by tenant in its
present condition, and tenant will at all times keep the unit neat, clean and in
a sanitary condition and return it to landlord in the same condition as when
received by tenant, usual wear and tear accepted. Except for structural
components, all repairs shall be tenant's sole cost and expense.

4. It is hereby agreed that landlord is not engaged in the business of
storing goods for hire nor in the warehousing business [ILLEGIBLE] simply a
landlord renting a storage unit in which tenant can store items of personal
property owned by tenant. Therefore, all [ILLEGIBLE] property on or in the
storage unit shall be at the risk of the tenant and landlord shall not be
liable for any damage, either to [ILLEGIBLE] property, sustained by tenant or
others, caused by the acts of others or any defects now in the unit and tenant
hereby [ILLEGIBLE] and hold landlord harmless from any and all claims for
damages suffered or alleged to be suffered in or about the [ILLEGIBLE].

5. Landlord will not maintain supervision or control over the storage unit
rented herein but said unit is under the exclusive control of tenant and tenant
must take whatever steps necessary to safeguard whatever property is stored in
the unit. If the tenant desires to keep the unit locked, he must provide his own
locks and keys and must be fully responsible for possession of the keys.
Landlord maintains insurance on the entire building structure, but said
insurance does not provide for coverage for property belonging to tenant. If
tenant wishes to have his property covered by insurance tenant must apply for
separate coverage. Landlord shall not be responsible or liable, directly or
indirectly, for loss or damage to the property of tenant in the storage unit no
matter what the cause, including fire, explosion, theft, wind or water damage.

6. Tenant will allow landlord free access at all reasonable times to the
unit for the purpose of inspection, making repairs, additions, or alterations to
the unit that may be required under landlord's obligations contained herein, but
this right shall not be construed as an agreement on the part of the landlord to
make any repairs.

7. Should tenant fail to pay the rent when due or fail to vacate the unit
promptly upon expiration of this lease, landlord shall have and is hereby
granted by the tenant the following rights:

[ILLEGIBLE]break and remove any lock belonging to tenant on the door, enter
the storage unit and inspect the contents and replace [ILLEGIBLE] lock with one
belonging to landlord until such contents are disposed of by landlord in the
manner hereinafter provided. The [ILLEGIBLE] will charge $5.00 lock up charge.

[ILLEGIBLE]before disposing of the contents by public or private sale,
which sale may be conducted upon such terms and conditions as are [ILLEGIBLE],
landlord will mail to tenant a written notice that landlord has taken possession
of such contents and will dispose of the [ILLEGIBLE] following the expiration of
ten (10) consecutive days following the date the notice is mailed.

[ILLEGIBLE] When said ten days has elapsed, landlord may dispose of the
contents of the unit at public or private sale. The proceeds of such sale to be
applied first to the costs of such sale, second to payment of the charges which
may then be due from tenant to landlord under any of the terms of this lease
agreement, and any excess will be deposited in landlord's trust account.
Landlord will then notify tenant of such excess and will thereafter hold the
excess for a period of ninety (90) days from the date of the giving of the
notice herein. If tenant shall demand the excess and give landlord a receipt
therefore, the excess funds shall be released to tenant. Failure of tenant to
demand such excess within the ninety-day period or fail to receipt for the funds
shall terminate the trust and landlord [ILLEGIBLE] titled to retain the excess
funds.

[ILLEGIBLE]if any of the contents of the storage unit to be disposed of
consist of papers, pictures, documents or like personal property [ILLEGIBLE]
might not be considered to have any significant sale value, landlord may dispose
of same in any reasonable manner.

8. If tenant leased the unit for a specific term, and at the expiration of
said term continues to pay rent and occupy the unit, [ILLEGIBLE] occupancy of
said unit shall be as a tenant from month-to-month at the above monthly rent,
and tenant hereby agrees that all the covenants and conditions contained herein
shall continue in full force and effect so long as tenant retains possession of
the unit.

9. The parties hereto do each hereby release and relieve the other, and
waive their entire claim of recovery for loss or damage to property arising out
of or incident to fire, lightning, and the perils included in any extended
coverage endorsement, in, on or about the said unit, whether due to the
negligence of any of the parties, their agents or employees or otherwise.

10. Tenant shall not assign this lease or any part thereof and shall not
let or sublet the whole or any portion of the unit leased herein without the
written consent of the landlord.

11. Any notice required to be given under this lease shall be in writing
and shall be sent by certified mail, return receipt requested, and addressed to
the [ILLEGIBLE] at the addresses shown below. Any such notice shall be deemed to
have been given at the time [ILLEGIBLE] duly deposited in the United States mail
system.

12. No term or condition herein may be waived or changed other than by
written agreement, and tenant agrees that only an [ILLEGIBLE] of landlord may
authorize any specific waiver, modification or extension of any of the terms or
conditions herein. This lease [ILLEGIBLE] binding upon the parties, their heirs,
successors, personal representatives and assigns.

13. The landlord reserves the right to raise the rent with thirty (30) days
notification.

Accepted and agreed to:

/s/ C Brewer President
- ----------------------

Tenant Learnsat Systems, Inc. Dated this 10th day of Aug [ILLEGIBLE]

Address 3819 S. Perkins Road J&D MINI-STORAGE, Landlord /s/ Stacey
[ILLEGIBLE]

City Stillwater State OK Zip 74074 Phone# 405-377-6100

<PAGE> 1

INDEPENDENT AUDITOR'S CONSENT

To the Board of Directors
LearnSat.Com, Inc.

We hereby consent to the use in the Prospectus constituting part of the
Registration Statement on Form SB-2 of our report dated April 16, 1999, on the
financial statements of LearnSat.Com, Inc. as of December 31, 1998 and for each
of the two years in the period then ended which appears in such Prospectus. We
also consent to the references to our firm under the captions "Selected
Financial Data" and "Experts" in such Prospectus.

GOLDSTEIN GOLUB KESSLER LLP

New York, New York
August 12, 1999

<ARTICLE> 5

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 47,300
<SECURITIES> 0
<RECEIVABLES> 662,923
<ALLOWANCES> 23,525
<INVENTORY> 412,350
<CURRENT-ASSETS> 1,337,869
<PP&E> 458,393
<DEPRECIATION> 241,225
<TOTAL-ASSETS> 1,584,779
<CURRENT-LIABILITIES> 987,083
<BONDS> 521,882
0
0
<COMMON> 12,441
<OTHER-SE> 63,373
<TOTAL-LIABILITY-AND-EQUITY> 1,584,779
<SALES> 2,231,299
<TOTAL-REVENUES> 2,231,299
<CGS> 1,914,482
<TOTAL-COSTS> 1,914,482
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 10,000
<INTEREST-EXPENSE> 58,611
<INCOME-PRETAX> (151,764)
<INCOME-TAX> 0
<INCOME-CONTINUING> (151,764)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (151,764)
<EPS-BASIC> (0.01)
<EPS-DILUTED> 0

</TABLE>

<ARTICLE> 5

<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 144,144
<SECURITIES> 0
<RECEIVABLES> 609,588
<ALLOWANCES> 23,525
<INVENTORY> 393,625
<CURRENT-ASSETS> 1,431,887
<PP&E> 477,747
<DEPRECIATION> 252,157
<TOTAL-ASSETS> 1,722,743
<CURRENT-LIABILITIES> 728,366
<BONDS> 461,052
0
0
<COMMON> 13,691
<OTHER-SE> 519,634
<TOTAL-LIABILITY-AND-EQUITY> 1,722,743
<SALES> 416,121
<TOTAL-REVENUES> 416,121
<CGS> 350,104
<TOTAL-COSTS> 350,104
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 15,054
<INCOME-PRETAX> (46,239)
<INCOME-TAX> 0
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<NET-INCOME> (46,239)
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