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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): JULY 1, 1999
LEARN2.COM, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 0-24936 75-2480669
(State or other jurisdiction of (Commission File Number) (IRS Employer Identification Number)
incorporation)
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925 WESTCHESTER AVENUE, WHITE PLAINS, NEW YORK 10604
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (914) 682-4300
NOT APPLICABLE
(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS
We hereby incorporate by reference the supplementary consolidated
financial statements of Learn2.com, Inc. (formerly known as 7th Level, Inc.)
as of December 31, 1998 and 1997 and for each of the years in the three year
period ended December 31, 1998, included in the Company's previously filed
Registration Statement File No. 333-82039 on Form S-4.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
23.1 Consent of KPMG LLP.
23.2 Consent of Arthur Andersen LLP.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
7TH LEVEL, INC.
By: /s/ Marc E. Landy
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Marc E. Landy
Vice President, Chief Financial Officer
and Secretary
Date: July 20, 1999
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INDEX TO EXHIBITS
EXHIBIT NO.
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23.1 Consent of KPMG LLP.
23.2 Consent of Arthur Anderson LLP.
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Learn2.com, Inc.:
We consent to the incorporation by reference in the registration statements
on Form S-3 (Nos. 333-64365, 333-69861 and 333-80357) and Form S-8
(333-65525, 333-10341 and 333-10339) of our report related to the
supplementary consolidated balance sheet of Learn2.com, Inc. (formerly known
as 7th Level, Inc.) and subsidiaries as of December 31, 1997, and the related
supplementary consolidated statements of operations, stockholders' equity,
and cash flows for each of the years in the two-year period then ended, which
report appears in the Registration Statement on Form S-4 (No. 333-82039) of
Learn2.com, Inc., and is incorporated herein by reference.
Our report dated January 30, 1998 contains an explanatory paragraph that
states that Learn2.com, Inc. (formerly known as 7th Level, Inc.) has suffered
recurring losses since inception and does not currently have sufficient
resources to meet its anticipated operating requirements during 1998, which
conditions raise substantial doubt about Learn2.com, Inc.'s ability to
continue as a going concern. The supplementary consolidated financial
statements do not include any adjustments that might result from the outcome
of that uncertainty.
/s/ KPMG LLP
KPMG LLP
Dallas, Texas
July 20, 1999
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EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation of our report, dated June 30, 1999, incorporated by reference
into this Form 8-K, into the Learn2.com, Inc.'s previously filed Registration
Statements No. 333-64365, 333-69861 and 333-80357 on Form S-3 and
Registration Statements No. 333-65525, 333-10341 and 333-10339 on Form S-8.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
New York, New York
July 22, 1999
