UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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~~March 3123, 2005

PROSOFT LEARNING CORPORATION

(Exact name of registrant as specified in its charter)

Nevada	000-21535	87-0448639
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)
(State or other jurisdictionof incorporation)	(Commission File Number)	(IRS EmployerIdentification Number)


410 N. 44^th Street, Suite 600, Phoenix, Arizona		85008
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:

(602) 794-4199

ProsoftTraining

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 41 –- ~~Matters~~Registrant’s ~~Related~~Business ~~to Accountants~~ and ~~Financial~~Operations ~~Statements~~

Item 41.01 ~~Changes~~Entry ininto ~~Registrant’s~~a ~~Certifying~~Material ~~Accountant.~~Definitive Agreement

On ~~February~~March 323, 2005, the ~~Audit~~Company ~~Committee~~entered ofinto an employment agreement with Benjamin M. Fink, the ~~Board~~Company’s acting President and Chief Executive Officer. The term of ~~Directors~~the employment agreement began on March 15, 2005 and expires on March 14, 2007. The employment agreement with Mr. Fink includes an annual base salary of ~~Prosoft~~$200,000. ~~Learning~~In ~~Corporation~~addition, (the ~~“Company”)~~employment ~~approved~~agreement ~~the~~requires ~~appointment~~a periodic award of ~~Hein~~33,333 &stock ~~Associates~~options which vest 33% three months following the grant date, ~~LLP~~an asadditional 23% six months following the ~~independent~~grant ~~accountant~~date, ~~for~~an additional 22% nine months following the ~~Company~~grant date, and ~~subsidiaries~~the remaining 22% twelve months following the grant date. The ~~Company~~employment ~~then~~agreement ~~engaged~~also ~~Hein~~provides &for ~~Associates~~annual bonus payments totaling up to $150,000, ~~LLP~~$80,000 of which is based on ~~February~~the 3Company’s achievement of specific objectives relating to the generation of cash and increased revenues, ~~2005~~and the remaining $70,000 of which is to be determined by the Board of Directors in its discretion. ~~The~~In the event of termination of Mr. Fink’s employment by the Company for any reason other than ~~believes~~gross ~~Hein~~negligence &or ~~Associates~~willful misconduct, ~~LLP~~the Company is ~~well-suited~~obligated to ~~serve~~pay asto ~~its~~Mr. ~~independent~~Fink ~~accountant~~$250,000, ~~given~~plus ~~the~~acceleration ~~reduction~~and inimmediate ~~size~~vesting ~~and~~of ~~scope~~all unvested options; provided, however, if such termination without cause occurs prior to March 23, 2006 as a result of the Company’s ~~operations~~naming ~~over~~a permanent President and Chief Executive Officer other than Mr. Fink, the ~~past~~$250,000 ~~three~~payment ~~years~~obligation shall be reduced to $175,000. Mr. Fink shall have the ~~relocation~~option ofto remain with the Company’s ~~headquarters~~as ~~operations~~Executive Vice President toand ~~Phoenix~~Chief Operating Officer following the naming of a new President and Chief Executive Officer, in ~~2003~~which case the employment agreement shall not be terminated. In addition, ~~and~~if ~~management’s~~a ~~desire~~change toof ~~reduce~~control of the Company occurs where Mr. Fink is not President and Chief Executive Officer of the ultimate parent company following the completion of the change of control, then a payment of $250,000 is due to Mr. Fink. In addition, all of Mr. Fink’s ~~annual~~unvested ~~audit~~options ~~expense~~will vest upon any change of control.

~~During~~The ~~the~~employment ~~Company’s~~agreement ~~two~~is ~~most~~attached ~~recent~~as ~~fiscal~~Exhibit ~~years,~~10.1 ~~and~~to ~~through~~this ~~January 31, 2005, the Company has not consulted with Hein & Associates, LLP regarding any of the matters specified in Item 304(a)(2) of~~Form ~~Regulation S~~8-K.

~~The~~Item ~~Company received a letter from Grant Thornton LLP (“Grant Thornton”) dated January 31, 2005 stating that Grant Thornton has terminated the client-auditor relationship with the Company~~1.02 InTermination ~~connection with the audits~~ of the two fiscal years ended July 31, 2004, and the subsequent interim period through January 31, 2005, there were no disagreements with Grant Thornton on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to their satisfaction would have caused them to make reference in connection with their opinion to the subject matter of the disagreement or any event requiring disclosure pursuant to Item 304(a~~)(1)(iv)~~ ofMaterial ~~Regulation~~Definitive ~~S-K.~~ Agreement

~~The~~On ~~audit~~March ~~reports~~23, of2005, ~~Grant~~the ~~Thornton~~Company onentered ~~the~~into ~~consolidated~~a ~~financial~~new ~~statements~~employment ofagreement with Benjamin M. Fink, the Company’s acting President and Chief Executive Officer (see Item 1.01, Entry into a Material Definitive Agreement). That new employment agreement replaced Mr. Fink’s existing employment agreement with the Company, and ~~subsidiaries~~that asprior agreement was terminated. The prior employment agreement was to terminate on July 31, 2005 and provided for an annual base salary of $180,000 and an annual bonus of up to $100,000. In the event of termination of Mr. Fink’s employment for any reason other than gross negligence or willful misconduct, the ~~years~~Company ~~ended~~was ~~July~~obligated 31under the prior agreement to pay to Mr. Fink $250,000, ~~2003~~plus acceleration and ~~2004~~immediate vesting of all unvested options. In addition, if ~~did~~a change of control of the Company occurred where Mr. Fink was not ~~contain~~Chief ~~any~~Operating ~~adverse~~Officer ~~opinion~~of the ultimate parent company following the completion of the change of control, ~~nor~~then ~~were~~a ~~they~~payment ~~qualified~~of or$250,000 ~~modified~~was asdue to ~~uncertainty,~~Mr. ~~audit~~Fink. ~~scope~~In addition, orall ~~accounting~~of ~~principles~~Mr. Fink’s ~~except~~unvested asoptions ~~follows:~~would have vested upon any change of control.

Grant Thornton’s report on the consolidated financial statements of the Company and subsidiaries as of and for the years ended July 31, 2003 and 2004 contained a separate paragraph stating “the accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company is party to certain note agreements that provide creditors with the ability to demand accelerated repayment of amounts owed to those creditors if the Company is unable to comply with the terms of those note agreements. Should the Company fail to comply with the terms of those agreements the creditors could demand accelerated repayment of the amounts owed. The Company’s ability to comply with the terms of the agreements is uncertain and raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also discussed in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.”

A letter from Grant Thornton is attached as Exhibit 16.1 to this Form 8-K.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(c)

Exhibits.

Exhibit No.		Exhibit Description
16.1		Letter from Grant Thornton to the Securities and Exchange Commission dated February 3, 2005.
10.1		Employment Agreement dated March 23, 2005 between the Company and Mr. Benjamin M. Fink.

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.

Dated: February 4, 2005	Prosoft Learning Corporation (Registrant)
Dated: March 29, 2005	PROSOFT LEARNING CORPORATION
	(Registrant)
	By:	/s/ William J. Weronick
		William J. Weronick,
		Vice President Finance

EXHIBIT INDEX

Exhibit No.		Exhibit Description
16.1		Letter from Grant Thornton to the Securities and Exchange Commission dated February 3, 2005.
10.1		Employment Agreement dated March 23, 2005 between the Company and Mr. Benjamin M. Fink.

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