The phrase “learning management system” and the first commercial products in the marketplace emerged from a number of higher education institutions. As these early products were commercialized it was very clear that the LMS market was very lucrative. For the past fifteen years, the ideal product strategy arc seemed to start with higher education, and then expand into corporate education, and later into K12 education. With so much churn due to new entrants, shifts in market share, and market change through acquisition, the mainstream LMS vendors have never succeeded beyond higher education in a serious way. While the LMS market players were distracted fighting for market share, vendors like Edmodo (55 Million users) and Schoology quietly evolved very successful K12 offerings. The structure of K12 market is quite different than higher education, so these vendors developed completely different business models and software architectures. Is there a way forward that takes the best of these two independently developed approaches and blends them together? What can the two halves of the marketplace learn from each other? If we were to develop a ground-up learning environment, could it be built to satisfy both sub-markets? Could open source products, open content, and open communities, be a significant part of the founding vision of this next generation market for next generation software to help teachers and learners?