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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): January 15, 2002


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                               EDT LEARNING, INC.
             (Exact name of Registrant as specified in its charter)


            Delaware                                             76-0545043
   (State or other jurisdiction                               (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 2. ACQUISITION OF ASSETS

     On January 15, 2002 EDT Learning,  Inc., the "Company"  acquired all of the
outstanding  capital stock of Thoughtware  Technologies,  Inc. a Tennessee based
private  company.  The  purchase  price for the  acquisition  was  approximately
$3,100,000.  The  acquisition  was done with a combination of stock and acquired
debt.

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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

     (a)  Financial Statements of Business Acquired

Financial Statements for ThoughtWare  Technologies,  Inc. will be filed under an
amendment  to this report as soon as  practicable  but not later than sixty days
after the required filing date of this report.

     (b)  Pro Forma Financial Information

Pro forma financial  information relative to the acquisition will be filed under
an amendment to this report as soon as practicable  but no later than sixty days
after the required filing date of this report.

     (c)  Exhibits

2.1  --   Plan of Reorganization  and  Agreement  of  Merger  by and  among  EDT
          Learning,  Inc., a Delaware  corporation,  TW Acquisition  Subsidiary,
          Inc.,  a  Delaware  corporation,  ThoughtWare  Technologies,  Inc.,  a
          Tennessee  corporation  and the  Series  B  Preferred  Stockholder  of
          ThoughtWare Technologies, Inc. dated January 11, 2002.

2.2  --   Restated Certificate of Incorporation of e-dentist.com, Inc.

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                                   SIGNATURES

     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/ Charles Sanders
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                                           Senior Vice President-Chief Financial
                                           Officer
Date: January 30, 2002

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