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): MARCH 14, 2005


                          VIVID LEARNING SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)


       DELAWARE                    333-116255               42-1623500
   (State or other         (Commission File Number)      (I.R.S. Employer
   jurisdiction of                                       Identification No.)
    incorporation)


                                 723 THE PARKWAY
                           RICHLAND, WASHINGTON 99352
               (Address of principal executive offices) (Zip code)


                                 (509) 943-5319
              (Registrant's telephone number, including area code)


                                       N/A
         (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))
<PAGE>

ITEM 8.01 OTHER EVENTS.

On March  14,  2005,  Vivid  Learning  Systems,  Inc.,  a  Delaware  corporation
("Registrant"),  entered into an Asset Purchase Agreement (the "Agreement") with
TrueActive Software, Inc., a Washington corporation ("Seller").  Pursuant to the
Agreement,  Registrant purchased from Seller intellectual  property with respect
to certain  software  and other assets  including  Seller's  customer  database,
accounts receivable,  inventory,  and marketing materials. The consideration for
the purchase of the assets consists of 1)  $120,000.00,  in cash, 2) an interest
free $120,000 one year promissory note with principal  payable monthly beginning
May 2005, 3) four year warrants to purchase 80,000 shares of Registrant's Common
Stock at an exercise  price of $1.00 per share vesting over two years and issued
to certain  stockholders of the Seller, 4) a two year employment  agreement with
Richard E.  Eaton,  president  of the Seller , and  providing  for,  among other
things,  annual  salary of  $75,000 5)  royalties  of 8% of net sales of certain
software products purchased and 4% of net sales on derivative  software products
for a period of three years to be paid to Seller's  successor  corporate entity.
The foregoing transactions closed on March 14, 2005.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits

99.1.  Asset  Purchase  Agreement,  dated March 14, 2005,  by and between  Vivid
Learning Systems, Inc. and TrueActive Software, Inc.


                                        2
<PAGE>

                                   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.

                             VIVID LEARNING SYSTEMS, INC.


Date: March 15, 2005         By:      /s/ Kevin A. Smith
                             Name:    Kevin A. Smith
                             Title:   President and Chief Executive Officer


                                        3
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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): MARCH 14, 2005

                          VIVID LEARNING SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

       DELAWARE                    333-116255               42-1623500
   (State or other         (Commission File Number)      (I.R.S. Employer
   jurisdiction of                                       Identification No.)
    incorporation)

                                 723 THE PARKWAY
                           RICHLAND, WASHINGTON 99352
               (Address of principal executive offices) (Zip code)

                                 (509) 943-5319
              (Registrant's telephone number, including area code)

                                       N/A
         (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))
ITEM 8.01 OTHER EVENTS.

On March  14,  2005,  Vivid  Learning  Systems,  Inc.,  a  Delaware  corporation
("Registrant"),  entered into an Asset Purchase Agreement (the "Agreement") with
TrueActive Software, Inc., a Washington corporation ("Seller").  Pursuant to the
Agreement,  Registrant purchased from Seller intellectual  property with respect
to certain  software  and other assets  including  Seller's  customer  database,
accounts receivable,  inventory,  and marketing materials. The consideration for
the purchase of the assets consists of 1)  $120,000.00,  in cash, 2) an interest
free $120,000 one year promissory note with principal  payable monthly beginning
May 2005, 3) four year warrants to purchase 80,000 shares of Registrant's Common
Stock at an exercise  price of $1.00 per share vesting over two years and issued
to certain  stockholders of the Seller, 4) a two year employment  agreement with
Richard E.  Eaton,  president  of the Seller , and  providing  for,  among other
things,  annual  salary of  $75,000 5)  royalties  of 8% of net sales of certain
software products purchased and 4% of net sales on derivative  software products
for a period of three years to be paid to Seller's  successor  corporate entity.
The foregoing transactions closed on March 14, 2005.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits

99.1.  Asset  Purchase  Agreement,  dated March 14, 2005,  by and between  Vivid
Learning Systems, Inc. and TrueActive Software, Inc.

                                        2
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.

                             VIVID LEARNING SYSTEMS, INC.

Date: March 15, 2005         By:      /s/ Kevin A. Smith
                             Name:    Kevin A. Smith
                             Title:   President and Chief Executive Officer

                                        3