Abstract: A system, method and apparatus for maximizing the effectiveness and efficiency of learning, retaining and retrieving knowledge and skills includes a main engine having a Learn Module, a Review Module and a Test Module. Each of the Learn, Review and Test Modules are capable of operating independently but are preferably arranged to operate interactively such that operation of each of the Learn, Review and Test Modules are changed based on a user's past performance within one or more of the three modules. In addition, the main engine may also include a Schedule Module for flexibly scheduling learning, reviewing and retrieving knowledge and skills based on various factors and input information. The main engine also may include a Progress Module which monitors a user's performance on any of the Learn, Review and Test Modules and changes the future operation of each module based on the monitored performance.