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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

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                                    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): August 13, 2003


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                               EDT Learning, Inc.
             (Exact name of Registrant as specified in its charter)



          Delaware                           1-13725             76-0545043
(State or other jurisdiction        (Commission File Number)  (I.R.S. Employer
of incorporation or organization)                            Identification No.)


           2999 North 44th Street, Suite 650, Phoenix, Arizona      85018
                (address of principal executive offices)         (Zip code)







                                 (602) 952-1200
              (Registrant's telephone number, including area code)

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ITEM 7.           Financial Statements and Exhibits



The following exhibit is filed herewith:


Exhibit Number             Description
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99.1                       Press release dated August 13, 2003, issued by EDT
                           Learning, Inc. Filed herewith.


ITEM 12.          Results of Operations and Financial Condition



On August 13, 2003, EDT Learning. Inc. ("the Company") reported its fiscal 2004
first quarter results for the period ended June 30, 2003. A copy of the
Company's press release is attached as Exhibit 99.1 to this current report.








                                    SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                                     EDT Learning, Inc.


                                                     By: /s/ Brian L. Berry
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                                                     Vice President of Finance
Date:  August 13, 2003