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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 12B-25

                           NOTIFICATION OF LATE FILING


Commission File Number: 1-13725
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(Check One):
[ ]  Form 10-K and Form 10-KSB     [X]  Form 10-Q and Form 10-QSB
[ ]  Form 20-F                     [ ]  Form 11-K                [ ]  Form N-SAR

For Period Ended:  June 30, 2002

[ ]  Transition Report on Form 10-K         [ ]  Transition Report on Form 20-F
[ ]  Transition Report on Form 11-K         [ ]  Transition Report on Form 10-Q
[ ]  Transition Report on Form N-SAR

For the Transition Period Ended:
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If the notification  relates to a portion of the filing checked above,  identify
the Item(s) to which the notification relates:

                         PART I - REGISTRANT INFORMATION

                            Full Name of Registrant:
                               EDT LEARNING, INC.


                           Former Name if Applicable:
                               E-DENTIST.COM, INC.


           Address of Principal Executive Office (Street and Number):
                         2999 N. 44th Street, Suite 650


                            City, State and Zip Code:
                             Phoenix, Arizona 85018

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                        PART II - RULES 12B-25(b) AND (c)

If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

[X]  (a)  The reasons  described in  reasonable  detail in Part III of this form
          could not be eliminated without unreasonable effort or expense;

[X]  (b)  The subject annual report,  semi-annual  report,  transition report on
          Form 10-K, Form 20-F,  11-K, Form N-SAR, or portion  thereof,  will be
          filed on or before the fifteenth calendar day following the prescribed
          due date; or the subject quarterly report of transition report on Form
          10-Q, or portion thereof will be filed on or before the fifth calendar
          day following the prescribed due date; and

[ ]  (c)  The accountant's statement or other exhibit required by Rule 12b-25(c)
          has been attached if applicable.

                              PART III - NARRATIVE

State below in reasonable  detail the reasons why the Form 10-K and Form 10-KSB,
11-K, 20-F, 10-Q and Form 10-QSB,  N-SAR, or other transition  report or portion
thereof, could not be filed within the prescribed period.

     The Company is  finalizing  its  financial  statement  accounts and related
financial statement disclosures.

                           PART IV - OTHER INFORMATION

(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
     notification

           Charles Sanders              (602)                 952-1200
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(2)  Have all other periodic  reports  required under Section 13 or 15(d) of the
     Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
     of 1940 during the preceding 12 months (or for such shorter period that the
     registrant was required to file such reports), been filed. If answer is no,
     identify report(s). [X] YES   [ ] NO

(3)  Is it anticipated that any significant change in results of operations from
     the corresponding  period for the last fiscal year will be reflected by the
     earnings statement to be included in the subject report or portion thereof?
     [X] YES   [ ] NO

If so, attach an explanation of the anticipated change,  both narratively,  and,
if  appropriate,  state the  reasons  why a  reasonable  estimate of the results
cannot be made.

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                               EDT LEARNING, INC.
                  (Name of Registrant as Specified in Charter)

has  caused  this  notification  to be signed on its  behalf by the  undersigned
hereunto duly authorized.



Date: August 14, 2002                   By: /s/ Charles Sanders
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