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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): April 3, 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 (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) FILE NUMBER) 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 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On April 3, 2003, EDT Learning, Inc. ("the Company") dismissed
PricewaterhouseCoopers LLP as its independent accountants and engaged BDO
Seidman, LLP. The Company's Audit Committee and Board of Directors participated
in and approved the decision to change independent accountants. BDO Seidman, LLP
will audit the consolidated financial statements of the Company for the fiscal
year ending March 31, 2003.
The reports of PricewaterhouseCoopers LLP on the consolidated financial
statements for the fiscal years ended March 31, 2002 and 2001, respectively,
contained no adverse opinion or disclaimer of opinion and were not qualified as
to audit scope or accounting principle except that the report for the fiscal
year ended March 31, 2002 contained an explanatory paragraph expressing
substantial doubt regarding the Company's ability to continue as a going
concern.
In connection with its audits for the fiscal years ended March 31, 2002 and
2001, respectively, and through April 3, 2003, there have been no disagreements
with PricewaterhouseCoopers LLP on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure, which
disagreements if not resolved to the satisfaction of PricewaterhouseCoopers LLP
would have caused them to make reference thereto in their report on the
consolidated financial statements for such years.
During the fiscal years ended March 31, 2002 and 2001, respectively, and through
April 3, 2003, there have been no reportable events (as defined in Regulation
S-K Item 304(a)(1)(v)).
The Company has requested that PricewaterhouseCoopers LLP furnish it with a
letter addressed to the SEC stating whether or not it agrees with the above
statements. A copy of such letter, dated April 7, 2003 is filed as Exhibit 16.1
to this Form 8-K.
For the two most recent fiscal years of the Company ended March 31, 2002 and
2001 and the subsequent interim period through April 3, 2003, the Company did
not consult with BDO Seidman, LLP regarding the application of accounting
principles to a specified transaction, type of audit opinion that might be
rendered on the Registrant's financial statements, or any other accounting,
auditing or reporting matters.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
EXHIBIT NUMBER DESCRIPTION
16.1 Letter from PricewaterhouseCoopers LLP regarding change in
certifying accountant.
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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: April 7, 2003