8-K

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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): September 17, 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 September 17, 2003, issued by EDT
                   Learning, Inc.   Filed herewith.


ITEM 9.   Regulation FD Disclosure


On September 17, 2003, EDT Learning. Inc. ("the Company") issued a press
release, a copy of which is furnished 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
                                                 -------------------------------
                                                 Vice President of Finance
Date:  September 17, 2003






                                  EXHIBIT INDEX

Exhibit
Number     Description of Exhibits
- -------    -----------------------
 99.1      Copy of press release issued by EDT Learning on September 17, 2003.

EX-99

                                                                  Exhibit 99.1


           EDT Learning Closes Private Placement Offering;
       Company Oversubscribes Offering and Raises $1.5 Million


    PHOENIX--(BUSINESS WIRE)--Sept. 17, 2003--EDT Learning, Inc.
(AMEX:EDT), a leading provider of Web conferencing, virtual classroom
and Web collaboration software, today announced that it has completed
its private placement of preferred stock. The Company had expected to
raise $1.0 million, with the ability to reach as much as $1.5 million
in gross proceeds. The Company oversubscribed the Offering and
accepted subscriptions with a total gross proceeds of $1.5 million.
The Company intends to use the proceeds from this private placement
for general corporate purposes.
    Closing the offering yesterday, the Company sold 30 units at
$50,000 each. Each unit consisted of 5,000 shares of preferred stock
and a warrant to purchase 25,000 shares of common stock. The preferred
stock is convertible into the Company's common stock at a price of
$0.50 per share, and the warrants are exercisable at a price of $1.50
per share with a three-year term. The Company will pay an 8% dividend
to holders of the preferred stock, and the dividend is cumulative. The
preferred stock is non-voting and non-participating. The shares of
preferred stock will not be registered under the Securities Act of
1933, as amended, and were offered in a private placement providing
exemption from registration.

    About EDT Learning, Inc.

    Headquartered in Phoenix, Arizona, EDT Learning (AMEX:EDT) is a
leading provider of software and services that help organizations
communicate more effectively and efficiently. EDT Learning's software
products include:

    --  iLinc(TM) - iLinc is a suite of software that enables
        organizations to replace in-person meetings with online
        collaboration. The suite includes:

        --  LearnLinc(R), an online training software designed to
            provide live, instructor-led training and education over
            the Internet to remote students replicating the
            instructor-led environment;

        --  MeetingLinc(TM), an online meeting software designed to
            facilitate the sharing of documents, PowerPoint(TM)
            presentations, graphics, and applications between meeting
            participants without leaving their desks;

        --  ConferenceLinc(TM), a Web casting software designed to
            communicate in a one-to-many format, providing
            professional management of Web conferencing events; and

        --  SupportLinc(TM), a Web-based technical support software
            designed to give customer service organizations the
            ability to provide remote, hands-on support for products,
            systems, or software applications.

    iLinc is sold in 13 countries with versions available in six
different languages including English, Chinese, German, Japanese,
Portuguese, and Spanish. LearnLinc, part of the iLinc suite, won first
place at the Synchronous e-Learning Shootout held at Online Learning's
Conference in the fall of 2002, winning over such other notable
companies as WebEx, PlaceWare, and Interwise.

    --  i-Canvas(TM) - An award-winning training development software
        tool that produces Web-based and CD Rom-based courses and
        software simulations.

    --  The Executive Training Library - An off-the-shelf online
        library of content on business-specific topics such as
        innovation, leadership, and communication, co-developed with
        respected names in business such as the Tuck School of
        Business at Dartmouth College.

    More information is available at www.edtlearning.com.

    This press release contains information that constitutes
forward-looking statements made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
Any such forward-looking statements involve risk and uncertainties
that could cause actual results to differ materially from any future
results described within the forward-looking statements. Factors that
could contribute to such differences include, the rate of acceptance
of e-Learning and changes in the e-Learning market in general, use of
the Internet, acceptance of new products, the need for working
capital, litigation and other matters more fully disclosed in the
Company's reports filed with the Securities and Exchange Commission.
The forward-looking information provided herein represents the
Company's estimates as of the date of the press release, and
subsequent events and developments may cause the Company's estimates
to change. The Company specifically disclaims any obligation to update
the forward-looking information in the future. Therefore, this
forward-looking information should not be relied upon as representing
the Company's estimates of its future financial performance as of any
date subsequent to the date of this press release.

    CONTACT: EDT Learning Inc., Phoenix
             James M. Powers, Jr., 602-952-1200