This Small Business Innovation Research (SBIR) Phase I project proposes to develop an innovative technology to radically change the organization of teaching and learning at schools; in particular, grade 7-12 public and private schools in the United States. The main problem to be solved concerns the current .assembly-line. nature of most schools, whereby semester and quarterly classes force students with greatly different needs to proceed at roughly the same pace through a curriculum. This largely inflexible pace, combined with a lack of transparency of student needs across semesters/quarters, leads to a greatly stratified typical class as each student accumulates his own unique gaps in meeting the learning objectives of the school. Based on teacher interviews, Highmarks found a typical classroom of students in a given semester/quarter class can be broken down into 3-6 subgroups of readiness to learn. Most teachers cannot effectively teach to these subgroups simultaneously, and they do not receive enough training from those teachers who, being masters in the art of teaching, can handle these classes. A primary objective of the prototype proffered is to ensure that every class consists of a group of students fully ready to learn the material being taught; that is who have no key gaps in knowledge so far as the current material is concerned. To enable this to happen, the proposed technology will overhaul how classes are assembled at a school, making the scheduling and organization of teaching and learning far more dynamic than it is today. With a similar technique, the proposed technology will also have an impact on the learning disabilities and bilingual sectors, by making it far easier to integrate special needs students into regular classes. The prototype will also overhaul teacher training at schools, because teachers will no longer be locked. into quarterly and semester classes; and in-house, hands-on training will become a much greater percentage of their daily schedules. So not only will the standard .readiness to learn of a class be vastly improved; the standard .readiness to teach. of an average teacher will also be greatly enhanced. The combination of enhanced readiness to learn and readiness to teach should build more effective and enjoyable schools, in a way that is measurable by all standard assessment regimens including standardized national, state or local tests. The prototype will be highly scalable, aligned with K-12 content standards and will feature the direct, heavy involvement of curriculum and teacher designers. The kind of radical change in school scheduling proposed could provide a critical step toward the goal of "leaving no child behind