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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): NOVEMBER 9, 1999
LEARN2.COM, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 0-24936 75-2480669
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
1311 MAMARONECK AVENUE, 10605
SUITE 210, (Zip Code)
WHITE PLAINS, NEW YORK
(Address of principal executive offices)
</TABLE>
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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<PAGE>
This Form 8-K/A is filed as an amendment to Learn2.com, Inc.'s (the
"Company") Current Report on Form 8-K dated November 9, 1999 in connection with
the Company's acquisition of all the outstanding common stock of ViaGrafix
Corporation ("ViaGrafix").
ITEM 5. OTHER EVENTS.
On August 23, 1999, we acquired all of the outstanding common stock of
ViaGrafix Corporation, a publicly traded company. ViaGrafix develops, produces
and markets technology based training products and computer aided design (CAD)
software, and provides e-mail broadcast solutions. The transaction was accounted
for as a pooling-of-interests.
Since the acquisition of ViaGrafix, the management of the Company has been
exploring and evaluating various business strategies relating to eTracks.com, a
subsidiary of ViaGrafix. The Company has reached the conclusion that to maximize
shareholder value and develop eTracks.com, it will seek outside investment which
could lead to the sale of all or part of the business.
As a result of this decision, the pooling-of-interests method of accounting
is no longer available for the ViaGrafix business combination. Therefore, we are
restating our supplementary financial statements to reflect the transaction as a
purchase method business combination.
As a result of the foregoing, the Company is filing an amendment to the
Current Form 8-K dated November 9, 1999. Included herein are the unaudited pro
forma condensed combined financial statements as of and for the six months ended
June 30, 1999 and the year ended December 31, 1998. The unaudited pro forma
condensed combined financial statements ("the Pro Forma Financial Statements")
are presented using the purchase method of accounting for the ViaGrafix merger
and the Company's February 16, 1999 acquisition of Street Technologies, Inc.
(now known as Learn2, Inc.) ("Street"). The financial statements also include
historical financial data of the Company, the Company's May 13, 1999 acquisition
of Panmedia Corporation ("Panmedia") which was accounted for as a
pooling-of-interests transaction, ViaGrafix and Street.
The restatement to the purchase method of accounting does not affect the
Company's on-going operating revenues, cash flows, or the fundamental financial
strength of the Company and does not change the economic value of the ViaGrafix
transaction to the Company. The restatement does not affect the accounting
treatment for the Company's acquisition of Panmedia.
As of February 2000, Michael A. Webster resigned as a director and employee
of the Company and its subsidiaries.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(B) Pro forma financial information.
The following unaudited pro forma financial information of the Company
and ViaGrafix are filed on the pages listed below:
Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30,
1999.
Unaudited Pro Forma Condensed Combined Statement of Operations for
the six months ended June 30, 1999.
Unaudited Pro Forma Condensed Combined Statement of Operations for
the year ended December 31, 1998.
Notes to Unaudited Pro Forma Condensed Combined Financial Statements.
(C) EXHIBITS.
23.1 Consent of KPMG LLP.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Ernst & Young LLP.
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INDEX TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
<TABLE>
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PAGE
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<S> <C>
Unaudited Pro Forma Condensed Combined Financial
Information............................................... 3
Unaudited Pro Forma Condensed Combined Balance Sheet as of
June 30, 1999............................................. 5
Unaudited Pro Forma Condensed Combined Statement of
Operations for the six months ended June 30, 1999......... 6
Unaudited Pro Forma Condensed Combined Statement of
Operations for the year ended December 31, 1998........... 7
Notes to Unaudited Pro Forma Condensed Combined Financial
Statements................................................ 8
</TABLE>
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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
GENERAL
HISTORY
On July 14, 1999, we changed our Company's name from 7th Level, Inc. to
Learn2.com, Inc. We made the change in order to create a single brand and to
more closely align our corporate identity with our product offerings.
Our Company was founded in 1993 with the goal of becoming a leading
developer and publisher of interactive entertainment and educational content as
well as a creator of state of the art tools and technologies. In 1998, our
research and development activities were focused primarily on developing and
enhancing our Agent7-TM- technology. We recognized that appropriate applications
of this technology were in the delivery of learning, training and enhanced
communications. To strengthen our position in the marketplace, we searched for a
viable and complementary partner with the appropriate technological assets,
distribution channel and management expertise and abandoned our interactive
entertainment business.
On February 16, 1999, we acquired all of the outstanding stock of Street
Technologies, Inc., a privately held company, and changed the name of Street
Technologies, Inc. to Learn2, Inc. Street markets and develops technology based
training solutions delivered over intranets and the Internet. We exchanged
approximately 12.2 million shares on an as converted basis for all of Street's
shares. The total value of the transaction was approximately $40.4 million
including $3.1 million of assumed liabilities, which were primarily deferred
revenue, and was accounted for using the purchase method of accounting.
Accordingly, the assets and liabilities were recorded based upon their fair
values at the date of acquisition. We recorded approximately $13.4 million in
goodwill and other intangible assets, which are being amortized on a
straight-line basis over periods of seven to twenty years and wrote-off
approximately $9.7 million in acquired in-process technology.
On May 13, 1999, we acquired all of the outstanding stock of Panmedia
Corporation, a privately held company. Panmedia produces a website which offers
a wide spectrum of step by step instructions on skills, activities, and tasks.
We exchanged approximately 1.5 million shares of our common stock for all of
Panmedia's outstanding shares. The total value of the transaction was
approximately $9.7 million and was accounted for as a pooling of interests. The
pro forma condensed combined financial statements for the six months ended
June 30, 1999 and the year ended December 31, 1998 and the accompanying notes
reflect our financial position and the results of operations as if Panmedia was
a wholly-owned subsidiary since inception. During June 1999, we recorded a
one-time charge of $277,000 for acquisition-related costs. These costs consisted
of legal and accounting fees, and certain other expenses directly related to the
acquisition.
On August 23, 1999, we acquired ViaGrafix, a publicly traded company.
ViaGrafix develops, produces and markets technology based training products and
computer aided design (CAD) software and provides email broadcast solutions. We
exchanged approximately 10.7 million shares of common stock for all of
ViaGrafix's outstanding common stock. The total value of the transaction was
approximately $61.5 million including $1.7 million of assumed liabilities, which
consisted primarily of accounts payable, accrued expenses, and other current
liabilities. The transaction was accounted for using the purchase method of
accounting. Accordingly, the assets and liabilities were recorded based upon
their fair values at the date of acquisition. The excess of consideration paid
over the fair value of net assets acquired is recorded as goodwill and is
amortized as a charge to earnings. As a result, we have recorded approximately
$24.4 million in intangible assets and goodwill, which are being amortized over
periods of five to twenty years.
In the tables below, we provide unaudited pro forma condensed combined
financial data on a historical basis (as restated for the Company's acquisition
of Panmedia). The unaudited pro forma condensed combined balance sheet presented
herein as of June 30, 1999 is presented as if the merger of
3
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the Company and ViaGrafix had occurred on the balance sheet date. The unaudited
pro forma condensed combined statement of operations for the six months ended
June 30, 1999 and the year ended December 31, 1998 are presented as if the
acquisition of both Street and ViaGrafix had occurred on January 1, 1999 and
1998, respectively. In the opinion of the Company's management, all adjustments
considered necessary for a fair presentation of the pro forma data have been
made.
These unaudited pro forma condensed combined financial statements should be
read in conjunction with: (i) the Company's consolidated financial statements
and the notes thereto as of and for the year ended December 31, 1998 and
Management's Discussion and Analysis included in the Company's Annual Report on
Form 10-K/A for the year ended December 31, 1998, which is incorporated by
reference in this document; (ii) the Company's supplementary consolidated
financial statements and the notes thereto as of and for the year ended
December 31, 1998 and Management's Discussion and Analysis included in
Form S-4/A that reflect the Panmedia pooling, which is incorporated by reference
in this document; (iii) ViaGrafix's consolidated financial statements and the
notes thereto as of and for the year ended December 31, 1998 and Management's
Discussion and Analysis included in ViaGrafix's Annual Report on Form 10-K for
the fiscal year ended December 31, 1998, which is incorporated by reference in
this document; (iv) the Company's Quarterly Report on Form 10-Q/A and 10-Q for
the quarterly periods ended March 31, 1999 and June 30, 1999 respectively; and
(v) ViaGrafix's Quarterly Reports on Form 10-Q for the quarterly periods ended
March 31, 1999 and June 30, 1999, which are incorporated by reference in this
document.
These unaudited pro forma condensed combined financial statements are
presented for illustrative purposes only and are not necessarily indicative of
the operating results or financial position that would have been achieved had
the aforementioned business combinations been consummated as of the dates
indicated, or of the results that may be obtained in the future.
4
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LEARN2.COM, INC.
PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF JUNE 30, 1999
UNAUDITED
(IN THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
CONSOLIDATED CONSOLIDATED
HISTORICAL HISTORICAL PRO FORMA
LEARN2.COM VIAGRAFIX TOTAL ADJUSTMENTS COMBINED
------------ ------------ --------- ----------- ---------
<S> <C> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents... $ 6,889 $ 7,203 $ 14,092 $ -- $ 14,092
Short-term investments...... -- 3,100 3,100 -- 3,100
Accounts receivable, net.... 2,029 3,332 5,361 (284)(4) 5,077
Inventories................. -- 2,757 2,757 -- 2,757
Prepaid expenses and other
current assets............ 1,307 1,853 3,160 (175)(4) 2,985
--------- ------- --------- ------- ---------
Total current assets...... 10,225 18,245 28,470 (459) 28,011
Fixed assets, net........... 589 3,322 3,911 -- 3,911
Capitalized software, net... 15,173 93 15,266 156 (2) 15,422
Intangible assets, net...... 3,432 29 3,461 13,971 (2) 17,432
Goodwill, net............... 9,714 81 9,795 10,367 (2) 20,162
Deferred income taxes....... -- 415 415 (415)(2) --
Note receivable............. -- 185 185 -- 185
Other assets................ 149 388 537 -- 537
--------- ------- --------- ------- ---------
Total assets.............. $ 39,282 $22,758 $ 62,040 $23,620 $ 85,660
========= ======= ========= ======= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of deferred
revenue................... $ 2,120 $ -- $ 2,120 $ -- $ 2,120
Accounts payable............ 356 1,403 1,759 (95)(4) 1,664
Notes payable............... 493 -- 493 -- 493
Accrued expenses and other
current liabilities....... 3,027 489 3,516 2,912 (2),(4) 6,428
--------- ------- --------- ------- ---------
Total current
liabilities............. 5,996 1,892 7,888 2,817 10,705
Deferred revenue............ 933 -- 933 -- 933
Minority interest in
subsidiary................ -- 25 25 (25)(6) --
Other....................... 858 -- 858 -- 858
Stockholders' equity:
Series D preferred stock.... -- -- -- -- --
Common stock................ 326 58 384 49 (6) 433
Additional paid-in
capital................... 134,034 19,760 153,794 36,902 (6) 190,696
Notes and accounts
receivable from
directors................. (1,687) -- (1,687) -- (1,687)
Unearned compensation....... -- (90) (90) 90 (6) --
Accumulated deficit......... (101,178) 1,113 (100,065) (16,213)(5),(6) (116,278)
--------- ------- --------- ------- ---------
Total stockholders'
equity.................... 31,495 20,841 52,336 20,828 73,164
--------- ------- --------- ------- ---------
Total liabilities and
stockholders' equity.... $ 39,282 $22,758 $ 62,040 $23,620 $ 85,660
========= ======= ========= ======= =========
</TABLE>
See accompanying notes to unaudited pro forma condensed combined financial
statements.
5
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LEARN2.COM, INC.
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1999
UNAUDITED
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
CONSOLIDATED CONSOLIDATED
HISTORICAL HISTORICAL HISTORICAL PRO FORMA
LEARN2.COM STREET VIAGRAFIX TOTAL ADJUSTMENTS COMBINED
------------ ---------- ------------ -------- ----------- ---------
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Revenues:
Net revenues........................ $ 2,816 $ 245 $13,304 $ 16,365 $ (356)(4) $ 16,009
Cost of revenues.................... 626 42 3,651 4,319 (275)(4) 4,044
-------- ------- ------- -------- ------- --------
Gross profit.......................... 2,190 203 9,653 12,046 (81) 11,965
Operating expenses:
Research and product development.... 1,565 299 1,145 3,009 -- 3,009
Sales and marketing................. 1,746 257 8,267 10,270 -- 10,270
General and administrative.......... 1,718 161 1,861 3,740 -- 3,740
Depreciation and amortization....... 989 83 709 1,781 1,215 (3),(4),(7) 2,996
Acquired in-process technology...... 9,677 -- --(5) 9,677 -- 9,677
Restructuring charges............... 2,493 -- -- 2,493 -- 2,493
Other non-recurring charges......... 277 -- -- 277 -- 277
-------- ------- ------- -------- ------- --------
Total operating expenses.............. 18,465 800 11,982 31,247 1,215 32,462
Interest income and other............. 76 7 212 295 -- 295
Benefit for taxes..................... -- -- (856) (856) -- (856)
-------- ------- ------- -------- ------- --------
Net loss.............................. $(16,199) $ (590) $(1,261) $(18,050) $(1,296) $(19,346)
======== ======= ======= ======== ======= ========
Net loss per share, basic and
diluted............................. $ (0.53) $ (0.45)
======== ========
Weighted average common shares
outstanding, basic and diluted...... 30,715 42,740 (6)
======== ========
</TABLE>
See accompanying notes to unaudited pro forma condensed combined financial
statements.
6
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LEARN2.COM, INC.
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
UNAUDITED
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
CONSOLIDATED CONSOLIDATED
HISTORICAL HISTORICAL HISTORICAL PRO FORMA
LEARN2.COM STREET VIAGRAFIX TOTAL ADJUSTMENTS COMBINED
------------ ---------- ------------ -------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
Revenues:
Net revenues....................... $ 2,674 $4,683 $18,750 $ 26,107 $ (866)(4) $ 25,241
Cost of revenues................... 472 312 4,545 5,329 (247)(4) 5,082
-------- ------ ------- -------- ------- --------
Gross profit......................... 2,202 4,371 14,205 20,778 (619) 20,159
Operating expenses:
Research and product development... 2,396 1,722 1,697 5,815 -- 5,815
Sales and marketing................ 595 852 8,361 9,808 -- 9,808
General and administrative......... 5,326 955 2,294 8,575 -- 8,575
Depreciation and amortization...... 1,822 574 734 3,130 3,667 (3),(4),(7) 6,797
-------- ------ ------- -------- ------- --------
Total operating expenses............. 10,139 4,103 13,086 27,328 3,667 30,995
Interest (expense) income and
other.............................. (2,674) 86 481 (2,107) -- (2,107)
Provision for taxes.................. -- -- 354 354 -- 354
-------- ------ ------- -------- ------- --------
Net loss............................. (10,611) 354 1,246 (9,011) (4,286) (13,297)
Dividends on preferred stock......... 338 -- -- 338 -- 338
Beneficial conversion feature in
association with Preferred Stock... 5,479 -- -- 5,479 -- 5,479
-------- ------ ------- -------- ------- --------
Net (loss) income available to common
shareholders....................... $(16,428) $ 354 $ 1,246 $(14,828) $(4,286) $(19,114)
======== ====== ======= ======== ======= ========
Net loss per share, basic and
diluted............................ $ (0.92) $ (0.57)
======== ========
Weighted average common shares
outstanding, basic and diluted..... 17,899 33,258(6)
======== ========
</TABLE>
See accompanying notes to unaudited pro forma condensed combined financial
statements.
7
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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL STATEMENTS
(1) BASIS OF PRESENTATION
The purchase method of accounting has been used in the preparation of the
accompanying unaudited pro forma condensed combined financial statements. Under
this method of accounting, the purchase price is allocated to assets acquired
and liabilities assumed based on their estimated fair values as of the effective
date of the merger. The excess of consideration paid over the estimated fair
value of net assets acquired is recorded as goodwill and is amortized as a
charge to earnings over twenty years. For purposes of the unaudited pro forma
condensed combined financial statements, the preliminary fair values of
ViaGrafix's assets and liabilities were based on a preliminary valuation
determined by an independent appraisal. The final allocation of the purchase
price will be based on appraisals and a comprehensive final evaluation of the
fair value of assets acquired and liabilities assumed of ViaGrafix.
The unaudited pro forma condensed combined financial data is based on a
historical basis (as restated for the acquisition of Panmedia) including
unaudited condensed combined statements of operations for the year ended
December 31, 1998 and the six months ended June 30, 1999, on a pro forma basis,
to give effect to the Company's acquisition of Street on February 16, 1999 as if
such acquisition had been completed on January 1, 1998 and 1999, respectively;
and ViaGrafix, on a historical basis as if the acquisition had been completed on
January 1, 1998 and 1999, respectively. The unaudited pro forma condensed
combined statement of operations data for the six months ended June 30, 1999
includes approximately six weeks of activity prior to the consummation of the
Street acquisition. This acquisition was accounted for as a purchase business
combination.
(2) PURCHASE PRICE INFORMATION
Pursuant to the merger agreement, stockholders of ViaGrafix received 1.846
shares of the Company's common stock for each ViaGrafix share issued and
outstanding at the consummation of the merger. For the purpose of the pro forma
condensed combined financial statements, the value of each of the Company's
shares of common stock was calculated based upon the market price per share at
the close of business on June 7, 1999, the date the transaction was announced.
Purchase price calculation (in thousands except share and per share data):
<TABLE>
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<S> <C>
Total ViaGrafix common stock outstanding.................... 5,788
Share exchange ratio........................................ 1.846
-----------
Learn2.com common stock issued.............................. 10,685
Learn2.com common stock per share market value.............. $ 5.313
-----------
Value of Learn2.com common stock issued in connection with
the merger................................................ 56,769
Assumed liabilities......................................... 1,667
Transaction costs........................................... 3,042
-----------
Total..................................................... $ 61,478
===========
</TABLE>
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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL STATEMENTS (CONTINUED)
(2) PURCHASE PRICE INFORMATION (CONTINUED)
The purchase price has been allocated as follows (in thousands):
<TABLE>
<CAPTION>
HISTORICAL
VIAGRAFIX PRO FORMA ELIMINATIONS
DESCRIPTION AMOUNT AMOUNTS ADJUSTMENTS (NOTE 4)
- ----------- -------- ---------- ----------- ------------
<S> <C> <C> <C> <C>
Current assets...................................... 17,786 18,245 -- (459)
Fixed assets........................................ 3,322 3,322 -- --
Other assets........................................ 573 988 (415) --
Capitalized software................................ 249 93 156 --
Acquired in-process technology (written-off)........ 15,100 -- 15,100 --
Intangible assets................................... 14,000 29 13,971 --
Goodwill............................................ 10,448 81 10,367 --
------ ------ ------ ----
Total............................................... 61,478 22,758 39,179 (459)
====== ====== ====== ====
</TABLE>
(3) INTANGIBLE ASSETS AND GOODWILL
Reflects the preliminary allocation of the purchase price of ViaGrafix to
certain intangibles, including core technology, assembled workforce, trade
names, customer lists, and goodwill to be amortized over periods of five to
twenty years. The pro forma condensed combined statements of operations include
adjustments to record additional amortization expenses of approximately
$2,306,000 and $1,153,000 for the year ended December 31, 1998 and six months
ended June 30, 1999, respectively, which relate to this allocation.
(4) EXISTING RELATIONSHIP BETWEEN LEARN2.COM AND VIAGRAFIX
Pursuant to existing agreements between ViaGrafix and the Company,
adjustments have been made to eliminate the effects of certain transactions
which occurred between the two companies during the year ended December 31, 1998
and the six months ended June 30, 1999.
(5) ACQUIRED-IN PROCESS RESEARCH AND DEVELOPMENT
The purchase price of approximately $61.5 million includes a one time charge
of approximately $15.1 million of acquired in-process research and development
expense which is not included in the pro forma statements of operations.
(6) STOCK ISSUANCE
Gives effect to the issuance of 10,684,988 shares of Common Stock for an
aggregate market price of approximately $56.8 million.
(7) ACQUISITION OF STREET BY THE COMPANY
The unaudited pro forma condensed combined financial statements are
presented after giving effect to the Street acquisition.
Street was acquired in February 1999 and the transaction was accounted for
using purchase accounting. As a result, the pro forma condensed combined
statements of operations for the year ended December 31, 1998 and for the six
months ended June 30, 1999 (unaudited) have been prepared as if such transaction
had been effective as of the beginning of each of these two periods. These
adjustments record additional amortization expenses of approximately $1,708,000
and $218,000 for the year ended December 31, 1998 and the six months ended
June 30, 1999, respectively related to assets acquired and goodwill recorded in
that transaction. Intangible assets are being amortized over seven to twenty
years.
9
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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.
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LEARN2.COM, INC.
By: /s/ MARC E. LANDY
-----------------------------------------
Marc E. Landy
VICE PRESIDENT, CHIEF FINANCIAL
OFFICER AND SECRETARY
</TABLE>
Date: February 21, 2000
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO.
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<C> <S>
23.1 Consent of KPMG LLP.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Ernst & Young LLP.
</TABLE>
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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, 333-80357 and 333-90983) on Form S-8
(333-83695, 333-65525, 333-10341, 333-10339 and 333-92697) 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 than ended,
which report appears in the Registration Statement on Form S-4 (No. 333-82039)
of Learn2.com, Inc.
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.
KPMG LLP
Dallas, Texas
February 21, 2000
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference of our report dated June 30, 1999 included in Learn2.com, Inc.'s
Registration Statement No. 333-82039 filed on Form S-4 and our report dated
March 17, 1999 included in Learn2.com, Inc.'s (formerly known as 7th
Level, Inc.) Form 10-K/A for the year ended December 31, 1998 and into the
Learn2.com, Inc.'s previously filed Registration Statements No. 333-64365,
333-69861, 333-80357 and 333-90983 on Form S-3 and Registration Statements
No. 333-92697, 333-83695, 333-65525, 333-10341, 333-10339, and 333-92697 on
Form S-8.
ARTHUR ANDERSEN LLP
New York, New York
February 21, 2000
<PAGE>
EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference of our report dated March 19,
1999, with respect to the consolidated financial statements and schedule of
ViaGrafix Corporation as of December 31, 1998 and 1997 and for the three years
ended December 31, 1998, included in ViaGrafix Corporation's Annual Report
(Form 10-K) for 1998 in Learn2.com, Inc.'s Current Report on Form 8-K/A, to be
filed with the Securities and Exchange Commission on or about February 21, 2000.
ERNST & YOUNG LLP
Tulsa, Oklahoma
February 21, 2000
