UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

                                   (Mark One)

|X| ANNUAL  REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE ACT OF
1934

For the fiscal year ended December 31, 2003

|_| TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
OF 1934

For the transition period from ___________ to ___________

Commission File number 000-29953

                                  EDULINK, INC.
             (Exact name of registrant as specified in its charter)

               Nevada                                  95-4562316
    (State or other jurisdiction of                (I.R.S. Employer
    incorporation or organization)                Identification No.)

201 Wilshire Blvd. Second Floor, Santa Monica, California          90401
   (Address of principal executive offices)                      (Zip Code)

Registrant's telephone number, including area code (310) 393-4901 Securities
registered under Section 12(b) of the Exchange Act:

     Title of each class          Name of each exchange on which registered
             None                                 None

           Securities registered pursuant to Section 12(g) of the Act:
                          Common Stock, par value $.001
                                (Title of class)

Indicate by check mark if the  registrant is a well-known  seasoned  issuer,  as
defined in Rule 405 of the Securities Act. Yes |_| No |X|

Indicate  by  check  mark if the  registrant  is not  required  to file  reports
pursuant to Section 13 or Section 15(d) of the Act. Yes |_| No |_|

Indicate by check mark if the  registrant  (1) has filed reports  required to be
filed by Section 13 or 15(d) of the  Securities  Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Company was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes |_| No |X|

Indicate by check mark if Check if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation  S-K(ss.229.405 of this chapter) is not contained herein,
and will not be contained,  to the best of registrant's knowledge, in definitive
proxy or information  statements  incorporated  by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. |_|

Indicate by check mark whether the Registrant is a large  accelerated  filer, an
accelerated  filer, or a  non-accelerated  filer. See definition of "accelerated
filer and large  accelerated  filer" in Rule 12b-2 of the Exchange  Act.  (Check
one):

Large Accelerated Filer |_|   Accelerated Filer |_|    Non-Accelerated Filer |_|

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Act). |X| Yes |_| No

Aggregate  market  value of the  voting  and  non-voting  common  stock  held by
non-affiliates of the Company as of June 30, 2006: $12,991,792.

Number of shares of the registrant's  common stock outstanding as of October 26,
2006: 1,500,000,000.

<PAGE>
<TABLE>
<CAPTION>
                                TABLE OF CONTENTS

Part I
<S>              <C>                                                                 <C>
Item 1.        Business.                                                               3
Item 1A.       Risk Factors                                                           14
Item 2.        Properties                                                             18
Item 3.        Legal Proceedings                                                      18
Item 4.        Submission of Matters to a Vote of Security Holders                    19

Part II
Item 5.        Market for Registrant's Common Equity, Related Stockholder
               Matters and issuer Purchases of Equity Securities
Item 6.        Selected Financial Data                                                19
Item 7.        Management's Discussion and Analysis of Financial Condition
               and Results of Operations.                                             21
Item 7A.       Quantitative and Qualitative Disclosures about Market Risk             25
Item 8.        Financial Statements and Supplementary Data                            25
Item 9.        Changes in and Disagreements With Accountants on Accounting and
               Financial Disclosure                                                   26
Item 9A.       Controls and Procedures.                                               26
Item 9B.       Other Information.                                                     26

Part III
Item 10        Directors and Executive Officers of the Registrant                     27
Item 11.       Executive Compensation                                                 29
Item 12.       Security Ownership of Certain Beneficial Owners and Management
               and Related Stockholder Matters                                        31
Item 13.       Certain Relationships and Related Transactions                         32
Item 14.       Principal Accountant Fees and Services                                 32

Part IV
Item 15.       Exhibits, Financial Statement Schedules                                33

Signatures                                                                            34
</TABLE>


     As used in this annual report, "we", "us", "our", "Edulink", the "Company",
or "our Company" refers to Edulink, Inc. and its predecessor.

                 Forward-Looking Statements and Associated Risks


The Private  Securities  Litigation  Reform Act of 1995 provides a "safe harbor"
for certain forward-looking statements. Some of the statements contained in this
annual report of Edulink discuss future expectations, contain projections of our
operations or financial  condition or state other  forward-looking  information.
Some  statements  contained  in this  annual  report  on Form  10-K that are not
historical facts (including without limitation  statements to the effect that we
"believe," "expect," "anticipate," "plan," "intend," "foresee," or other similar
expressions)  and  are   forward-looking   statements.   These   forward-looking
statements are based on our current  expectations and beliefs  concerning future
developments  and their potential  effects on us. There can be no assurance that
future  developments  affecting us will be those anticipated by us. All comments
concerning our expectations  for future revenue and operating  results are based
on our  forecasts  of our plan of  operation  and do not include  the  potential
impact  of  any  future  acquisitions  or  operations.   These   forward-looking
statements involve significant risks and uncertainties (some of which are beyond
our control) and assumptions. Should one or more of these risks or uncertainties
materialize,  or should any of our assumptions  prove incorrect,  actual results
may vary in  material  respects  from  those  projected  in the  forward-looking
statements.


                                       2
<PAGE>
                                     PART I

Item 1.       Business.

Explanatory Note

     For the period covered by this report the following was our business at the
time the filing was  initially  due,  but is not  presently  the business of the
company.  Pursuant  to the  Merger  discussed  below in the  "Subsequent  Event"
section,  as of August  11,  2006,  we now  operate  our  business  through  our
wholly-owned  subsidiary Mega Media Group, Inc. For a description of our current
business  as  operated  through  Mega Media  Group,  Inc.,  please  refer to the
"Description of Business" Item in our Form 8-K/A filed on August 18, 2006, which
is incorporated herein by reference.

Overview

     EduLink was originally incorporated in January 1994 as a Nevada corporation
under the name URREA  Enterprises,  Inc. as a  development  stage  company  that
attempted to engage in the business of  extracting  minerals.  However,  URREA's
developmental  operations  did not generate  revenues.  URREA's common stock was
traded on the OTC Bulletin Board.

     In October 1999,  URREA and EduLink agreed to merge,  with URREA  surviving
the merger and the  stockholders of EduLink  receiving an aggregate of 7,776,000
shares of URREA common stock.  At the time,  URREA had no assets or  liabilities
and a net asset value of $0. EduLink entered into the merger in order to achieve
the value of being a company  whose common  equity is traded on the OTC Bulletin
Board, including obtaining liquidity for its shareholders.

     Prior to the merger with EduLink,  URREA  effected a forward stock split of
its  issued  and  outstanding  shares  on a  50:1  basis,  which  increased  its
outstanding shares of common stock from 5,180,450 to 259,022,500, as well as the
number of shares of common stock to be issued and delivered to the  stockholders
of EduLink from  7,776,000 to  388,800,000.  At the closing on October 27, 1999,
EduLink merged with and into URREA in exchange for  388,800,000  shares of URREA
common stock and immediately after the merger URREA changed its name to EduLink,
Inc.  EduLink is not in any manner  conducting the mineral  extraction  business
that URREA attempted to engage in prior to the merger.

Our Services

     We are currently  engaged in the design,  development  and  production of a
web-based  integrated  learning content management and delivery system, with its
first application  consisting of an integrated  educational service,  called the
EduLink "Smart Schoolhouse," which is intended to be marketed to and utilized by
students,  parents,  teachers and school administrators.  In connection with the
design and  development  of this  system,  we have also  developed  and produced
certain  proprietary  software,  which is discussed more fully below.  The Smart
Schoolhouse system will include:

     o  a  comprehensive   school   information   and  content   management  and
communications system; and

     o  standards  based  and  nationally  recognized  3rd  through  12th  grade
curriculum with appropriate  instructional strategies and student assessment. It
is intended  that this service will be utilized by four  separate  categories of
end users: students,  parents,  teachers,  and school administrators.  The total
service will be provided to schools,  for a nominal  subscription  fee, over the
Internet.  The total service will include a premium service that provides access
to  certain  designated   software  tools,   special   pay-per-view  events  and
specifically  designated  content.  The service provided to schools will also be
provided to homes  without  charge,  except  that we plan to charge  schools and
homes nominal fees for the premium service.

     From July 1996 through  approximately  April 1998,  we developed an initial
business  plan for the Smart  Schoolhouse  system,  built a  prototype  website,
produced a limited number of  educational  content lesson plans and developed an
initial template to construct educational content.  After April 1998, we revised
the business plan for the Smart  Schoolhouse  system,  redeveloped the structure
and methodology for building interdisciplinary and interactive lessons.

     In the third  quarter of 2001,  we completed  the design,  development  and
production  of the material  elements of the  learning  content  management  and
delivery  system.   The  system  combines   instructional   content  and  school


                                       3
<PAGE>
information with an integrated  communications  system that together deliver the
content and information  across the Internet to the web-based users. Our website
is the key to our  delivery  system.  The  website  serves  as a user  portal or
gateway to the Smart Schoolhouse system. The system relates to each element as a
Separate object stored on our dedicated servers.  The software  architecture has
three tiers. They are:

     o Presentation Layer - software responsible for delivering the Graphic User
Interface  to the end  user.  EduLink's  presentation  layer  has  two  embedded
software components.

     o Web Browser - a  user-supported  web browser to allow users to seamlessly
and easily access system components.

     o Web Servers - software  elements that manage the connections  between the
user and the EduLink servers.  These software elements are revolutionary because
they are capable of performing over a thousand transactions per second to create
content and assemble it into a presentable format.

     The Company's hardware architecture has two components. They are:

     o  Application  Layer - user  computer  systems  that  serve  to  host  the
user-friendly  web  browser.  This layer  implements  all the  EduLink  specific
application logic for the publish-and-subscribe  access schemes,  implements all
the EduLink tools, and facilitates the interpretation,  formulation and delivery
of user requests and queries and data inputs.

     o Server  Layer - EduLink  servers  that  host the  Company's  web  server,
application software and database. The server layer provides for the storing and
retrieval of information.

     The Company's  architecture also  incorporates a number of elements.  These
are:

     o XML based system for curriculum content.

     o A graphical icon-based interface as part of the Content Editor,  allowing
teachers, students and parents to rapidly reconfigure content.

     The current status of the development of our proposed products and services
is set forth  below in the  section  entitled  "Current  Status of our  Proposed
Products and Services."

     The Company  originally  estimated that it needed a total of  approximately
$8.5 million to produce, alpha test, beta test and launch the system for the 7th
and 8th grades only. The Company  subsequently  (in August 2001) determined that
to successfully launch the system, it was necessary to include curricula for all
grades from 3rd through 12th as well as the homeschool  market,  and the Company
therefore also needed to license and make third party content  available through
its  system.  The  Company  estimated  that it needed an  additional  $5 million
through  June 2002 to  complete  the  modifications  required  for the  system's
application for the entire 3rd through 12th grades and to the homeschool market,
to license  and  integrate  third  party  content,  to  complete  production  of
additional  enabling tools, to create proprietary  curriculum for two additional
grade levels,  to launch the system and conduct  marketing  activities up to the
end of the  customary  school  year  (i.e.,  June  2002),  and  to  provide  the
infrastructure to market and exploit the Company's  technologies  outside of the
grade 3-12 education  market.  Therefore,  having taken into account the revised
capital  requirements,  the Company estimated that it needed to raise a total of
$13.5 million, of which it had raised a total of $8,062,578, net of expenses, as
of September  30, 2001,  primarily  through the private  placement of its Common
Stock.  As of December  31,  2001,  the Company had raised only  $200,000 of the
additional  $5.5  million  in  capital  it  needed,  and had not  completed  the
production of additional enabling tools, had not licensed additional third party
curriculum  content,  had not upgraded the  technology and had not the completed
the  infrastructure  to  exploit  its  technologies  outside  of the grade  3-12
education  market.  And as of December 31, 2003,  the Company had raised only an
additional $150,000. The Company now estimates that it needs to raise a total of
$5 million in capital to upgrade its  technology,  license and  integrate  third
party  content for the 3rd through  12th  grades,  produce  additional  enabling
tools,  conduct marketing activities and launch the system in September 2003 for
the education market.  The Company intends to raise the additional $5 million in
capital  it needs  to  complete  those  modifications  and  enabling  tools,  to
integrate  third party  content and to beta test the system  while  working with
various school districts,  school district alliances and/or State Departments of
Education.  Concurrently,  the Company intends to obtain additional content from
educational  publishers,  universities and other content providers and to launch
the  system   upon  the  start  of  the  next   customary   school  year  (i.e.,
August-September  2004), as well as to create the  infrastructure  to market and
exploit its technology in other markets.


                                       4
<PAGE>
     The Company raised $10,200,706,  net of expenses,  as of December 31, 2003,
toward  the goal of a total of $13.5  million,  primarily  through  the  private
placement of its common stock.

     The Company now expects that expenses (including software development costs
and general and administrative  costs) will be approximately $5 million per year
from  April 1,  2003 to March  31,  2004,  to  license  additional  third  party
curriculum content, to produce additional software tools, to alpha test and beta
test the content so licensed and the tools so produced, to upgrade technologies,
to continue operations, to provide necessary support and maintenance services to
licensees, to increase marketing activities for the Smart Schoolhouse system and
to continue and increase development,  marketing and support activities relating
to the Company's  technologies  for  application  in markets  outside of the 3rd
through 12th grade U.S. education market.

Smart Schoolhouse System

     We now anticipate that the proposed Smart Schoolhouse system will provide:


     o  Educational  Curriculum  Content  Licensed for  Distribution  toEduLink:
3rd-12th grade  materials  organized as units of  instruction,  books,  lessons,
activities,  problems,  assessment,  images;  news feeds and audio. This content
will be aligned  whenever  possible  to  National  or State  content  Standards.
National Content  Standards  refers to the guidelines and educational  standards
and  curriculum  frameworks  recommended  by  several  organizations  focused on
education,   including:  the  National  Council  of  Teachers  of  English,  the
California  Language Arts Content Standards,  the National Center for History in
the Schools,  the National Center for History Standards,  the National Geography
Alliance,  the American  Association for the Advancement of Science,  the Center
for Research on Evaluation,  Standards and Student Testing, the National Council
of Teachers of Math, and the Council for Basic Education.

     o The integration of quality multi-media educational content in a web-based
environment. "Multimedia content" means content which incorporates text, photos,
audio,  video and/or  animation.  Multimedia  content can include  public domain
material,  or proprietary material which requires the securing of a license such
as archived audio,  video,  still pictures and data from  nationally  recognized
content organizations like National Geographic, CNN and Reuters. EduLink has had
discussions regarding licensing  arrangements with National Geographic,  CNN and
Reuters, but no long-term licensing  agreements have been reached.  EduLink does
not intend to develop or create its own multimedia  content,  nor does it intend
to compile an index of websites  containing  multimedia  content.  However,  all
multimedia  content proposed to be utilized will be hosted by EduLink inside the
proposed Smart Schoolhouse system.

     o A means to enhance student  collaboration  through the Internet either at
home,  via a computer with Internet  access,  or at school,  via a computer with
Internet  access.  Collaboration,  in this  context,  means that  students  from
different  physical  locations  can assist  each other in working  out  assigned
problems by utilizing their access to the proposed Smart Schoolhouse  system via
the Internet, and the "Chat" areas within the proposed Smart Schoolhouse system,
inclusive of the Virtual Labs and the  Cognitive  Mapping  Tool,  meaning  areas
which allow for communications by typing messages in designated spaces.

     o A comprehensive  information  management and  communication  service with
programs uniquely tailored to school, teacher, student and parent needs, such as
an electronic filtered 24-hour daily news feed; Chat rooms (on-line chat areas),
free ` Mail  (on-line  E-Mail)  with  encryption  functions  limited  for use by
subscribers to the System,  a calendar of events,  schedules and  announcements.
Our content and  database  engineers  have written the  specifications  and have
completed the initial web-based engineering which will allow for the integration
of these services  whether the software itself is created by Edulink or by third
party  vendors.  The  targeted  users for this  service are  students,  parents,
teachers and school administrators.

     o Online Virtual Labs with emphasis on inquiry. A web-based format has been
produced to standardize electronic icons,  schoolhouse structure and unit lesson
and  activities.  Two Virtual  Labs have been  created and tested.  The targeted
users for this service are teachers and students.

     o An electronic  essay grader and a student  essay  tutorial  program.  The
electronic  essay grader refers to a software tool which grades  student  essays
based upon the input of relative values allocated to various possible answers to
the question posed.  The student essay tutorial program means software that will
guide students as to how to write essays.  Our content engineers have finished a
written description of an electronic grading system for designated student work.
Our database  engineers  have  developed  initial  algorithms  for the web-based
electronic essay grader. The targeted users for this service are teachers.


                                       5
<PAGE>

     o Teacher,  student  and  parent  tools to enhance  learning.  These  tools
include existing reference  web-based software,  such as thesaurus,  dictionary,
encyclopedia,  atlas,  word processor and  calculator.  These tools also include
non-reference  type tools designed by our technology  engineers to help students
learn by working systematically through a problem, including:

     o an Inquiry Step Tool, meaning a tool which sets out in linear fashion the
steps a student  should take to solve a problem,  inclusive of  identifying  the
problem, formulating hypotheses and conducting research;

     o a Cognitive Mapping Tool, meaning a tool which promotes the discovery and
segregation of various elements associated with a problem (i.e., identifying the
elements,  determining  how to retrieve the elements  using the student's  prior
knowledge  and  determining  how to organize the elements  into  categories  and
subcategories)  and  facilitates  an examination of the elements and the logical
ways to connect  them so as to arrive at a  solution.  This tool is  intended to
provide the  student  with a "map" of his thought  processes,  and for  example,
prompt the student for more  information or ask if one response might better fit
into another category; and

     o an Intelligent  Student  Coaching Tool,  meaning a tool which will inform
the student,  on-line,  when he is not properly processing the problem (i.e. the
student improperly formulates a hypothesis).  Existing reference web-based tools
have been  identified  and located and the content  engineers  have  developed a
written  description of non-reference  web-based tools that are to be developed.
Our database  engineers  have  designed  the database in order to integrate  the
tools into the  database.  The  targeted  users for this  service are  teachers,
students and parents.

     o The Content Editor Tool, which is a teacher authoring tool kit (inclusive
of a web-based lesson design template) to publish teacher created lessons inside
the proposed Smart  Schoolhouse  system.  Our database  engineers have designed,
developed  and  produced  the  Content  Editor Tool and it has  undergone  alpha
testing.  A teacher  authoring tool means a software tool which allows a teacher
to gather digital data (inclusive of multimedia  content) from various locations
and formats in a user-friendly manner, so as to create and/or edit lesson plans.
In order to utilize  portions  of any  material  which is not stored  within the
Smart Schoolhouse system, together with portions of lessons, activities or other
material stored within the Smart Schoolhouse system, the teacher must place that
outside material inside the proposed Smart Schoolhouse system (meaning inputting
the text thus  converting it to a digital  format).  The targeted users for this
service are teachers.

     o Tutorial services for use by students in the home.  EduLink plans to hire
teachers  as tutors,  accessible  through  Edu-Chat  e-mail,  chat rooms  and/or
telephone  lines.  Tutorial  services  will be offered to students for a nominal
fee. The targeted users for this service are students.

     o The School Store. The School Store means an area planned to be within the
Smart  Schoolhouse  system,  which  allows a user to purchase  products  such as
school sweaters,  notebooks and sportswear. The software to facilitate this part
of the proposed Smart  Schoolhouse  system is being designed by hired technology
engineers.  In order to operate such a store,  EduLink must conclude  agreements
with product  suppliers who will warehouse and ship products as they are ordered
by users of the  system.  The  targeted  users for this  service  are  students,
parents, teachers and administrators.

     o An  educational  system  that is  adaptable  to a  worldwide  educational
audience.  The proposed  Smart  Schoolhouse  system is adaptable to a world wide
educational  audience  because its  targeted  users,  i.e.,  students,  parents,
teachers and schools, have universal educational characteristics. The curriculum
structure  can be made  specific to a country's  educational  requirements.  The
structure of the proposed Smart  Schoolhouse  system can be used in any country,
but the  educational  content must be created or obtained  specifically so as to
satisfy the language and  educational  requirements  of the country in question.
EduLink has no  expertise in terms of non-U.S.  educational  content;  thus,  in
order to bring the proposed Smart Schoolhouse system to other countries, EduLink
must form alliances with entities  based in the particular  country,  which have
the expertise necessary to create the appropriate  educational content and which
will provide the funds  required to create the applicable  educational  content.
EduLink  currently is negotiating  with one entity for purposes of expanding the
proposed Smart Schoolhouse system to a country outside of the U. S. The targeted
users for this service are administrators, teachers, parents and students of the
applicable foreign country.

Our Proprietary Software
------------------------

     Our  proprietary  software  includes our  delivery  and content  management
system and our tools. We have one patent claim pending with the U. S. Patent and
Trademark  Office for "System and Method For Developing  Instructional  Material
using a Content  Database" (our Content Editor),  and have one additional patent
claim filed "System and Method for Automating a Purchase Approval Process".  Our
delivery system and content management includes:


                                       6
<PAGE>
     o our content server,  consisting of EduLink's proprietary data model and a
licensed database known as Structured Information Management, or SIM;

     o an authoring system, consisting of the Company's Content Editor Tool with
use of the licensed XMETAL product from SoftQuad;

     o a  rendering  engine,  consisting  of the  Company's  style  and  content
composition software; and

     o our form generator.

     This  system may be easily  adapted for use in many  information  intensive
applications, both within and outside of education markets.

     We have designed and developed the following  software tools for use in the
Smart Schoolhouse system: the Content Editor Tool,  Cognitive Mapper, Map Maker,
Crossword Puzzle Builder, Integrated Working Environment, Teacher/Student/Parent
Planner,  3-D Virtual  World,  Chart Maker,  Math Plotter,  Virtual  Microscope,
Calculator,  Homework  Builder/Grader,  Student  Portfolio,  Test  Generator and
Progress Report  Generator.  Software tools which have been designed but not yet
developed include Study Pal, School Store Query, Master Scheduler, Essay Grader,
Speed Reader and Remediation Tool.

Customers and Users
-------------------

     We intend that the proposed Smart Schoolhouse system will be used by school
administrators,  teachers,  students and parents.  There will be no  requirement
that schools use the proposed Smart Schoolhouse system. Instead, schools will be
able to voluntarily adapt to the proposed Smart  Schoolhouse  system because the
school is not charged for the service and as such,  they will be able to utilize
the system when and how they please.

School Administrators
---------------------

     It is planned that the portions of the proposed  Smart  Schoolhouse  system
designed for school  administrators  will serve as the administrative arm of the
proposed Smart Schoolhouse system in a particular school and that it will, among
other  things,   detail  school  district  resources  and  Internet   technology
capabilities.  EduLink  intends to provide a full  array of  services  to school
administrators including:

     o a web-based  home page to the school with active links to additional  web
pages about the school, its community, faculty and staff and school information;

     o   comprehensive   calendar  and   scheduling   capabilities   which  will
automatically be propagated to teacher, student, and parent desktops;

     o school-wide and staff-only  announcement  capabilities which will also be
propagated to the appropriate persons;

     o  collaboration  capabilities  both  within the  school  and with  outside
educators using the proposed Smart Schoolhouse system;


     o home pages for administrative  staff, with information (such as education
and areas of interest) for use in establishing  collaborative  connections  with
outside educators; and

     o site  administrators  associated  with  the  school,  to  permit  them to
register  themselves  and their  classes  with the  proposed  Smart  Schoolhouse
system. It is planned that all information to support these basic functions will
reside on  EduLink  host  computers.  Administrators  will  have the same  basic
abilities as teachers to examine the curriculum  (unit,  lessons and activities)
offered by  EduLink.  Administrators  will also have access to the common set of
office tools: word processing, dictionary and thesaurus. We also plan to furnish
news feeds to administrators.

     EduLink believes that  administrators  will want this information  describe
above because it is essential to their daily operations, housed in one place and
will be easily accessible.

                                       7
<PAGE>
     Teachers

     It is  planned  that  teachers  will  have  access  to all  proposed  Smart
Schoolhouse system curriculum units,  lessons,  news feeds,  video teasers,  the
Virtual Labs and the inquiry-based  problems and tools. Teachers will be able to
use the proposed Smart Schoolhouse system to enhance their existing programs and
to allow them more time to individualize  instruction.  By using the time saving
tools,  such as the electronic essay grader and the inquiry step tool,  teachers
can become  facilitators  of the  student's  learning  experiences  rather  than
dispensers  of knowledge.  Teachers will be able to guide  students into inquiry
learning while encouraging them to interact and collaborate with other students.
Teachers  will be able to use the proposed  Smart  Schoolhouse  system to assess
student performance, to collaborate with students on writing and problem solving
exercises,  to create  lessons from the news feeds and from the bank of archived
resources using EduLink  electronic  authoring  tools,  to exchange  information
instantaneously with other educators, and to communicate quickly and directly to
parents.

     Teachers  can  encourage  students  to  interact  and  collaborate  via the
proposed Smart Schoolhouse  system by explaining orally in the classroom,  or in
writing  through  e-mail or  individual  chat sessions or group chat sessions in
chat rooms.  Teachers can use this proposed Smart  Schoolhouse  system to assess
student  performance  by observing the student's  work while using the Cognitive
Mapping and Inquiry  Step tools,  and this  assessment  can be  accomplished  by
reviewing  the  student's  work  after  completion  (it  will be  stored)  or by
reviewing  the  Student's  work "real  time,"  i.e.,  while in  progress,  which
therefore  enables the  teacher to  collaborate  with the  student  while in the
problem solving process. It is anticipated that a teacher/student  collaboration
will include  e-mails,  individual chat sessions,  group chat sessions and other
interactive collaboration within the Virtual Lab environment. EduLink intends to
save teachers' time in some areas (i.e., by the use of electronic essay graders,
use of the system's lessons and activities) while causing them to expend some of
the time  saved in other  areas  (such as those  that are  designed  to  promote
critical thinking and assessment of thinking skills).  A teacher will be able to
"pick and choose" from the services  offered in that a teacher can, for example,
opt to  communicate  with parents via the proposed Smart  Schoolhouse  system or
elect not to do so; a teacher  can use one,  more than one or none of  EduLink's
lessons  and  activities  within  a unit in the  classroom;  a  teacher  can use
traditional  curriculum  textbook  material  while  also using  related  EduLink
lessons,  activities or Virtual Lab inquiry-based problems as a supplement.  The
proposed  Smart  Schoolhouse  system  is not  intended  to  replace  traditional
curriculum,  but rather to be used by  teachers as an  additional  asset to draw
from. Moreover, even if the proposed Smart Schoolhouse system is accepted into a
school it does not mean every teacher within that school will desire or be given
the  opportunity to access the proposed Smart  Schoolhouse  system;  and EduLink
assumes that, initially,  those teachers within an EduLink affiliated school who
have  technological  awareness  will be more  likely to desire  and be given the
opportunity  to use the  system  in the  classroom.  It is the  school,  through
administrators  (usually  with  guidance  from  teachers)  that  will  elect  to
affiliate  with EduLink,  and because  EduLink is not  attempting to replace the
traditional  curriculum,  no formal  adoption of the proposed Smart  Schoolhouse
system's curriculum is required.

     Additionally,  it is planned that the archived  resources will be developed
from  strategic  alliances that EduLink plans to make with national and regional
organizations to license their  electronic  educational  media resources.  It is
anticipated that the image and informational banks of archived resources will be
integrated into the EduLink database.  Moreover,  the proposed Smart Schoolhouse
system will provide a repository for teaching and learning  practices as well as
a distribution outlet for teachers employed by EduLink affiliated schools around
the world to publish and license their lessons.  To facilitate  this  publishing
aspect,  EduLink  intends to build and  integrate  into its database a web-based
teacher-authoring tool (including a web-based lesson design template).

     Students

     It is intended  that  students  will be able to access the  proposed  Smart
Schoolhouse  system at any time  through a computer  that has  Internet  access,
including  through a home  computer.  This will  allow  them to  supplement  and
enhance  their  learning,  and  collaborate  with other  students and  teachers.
Students  will be  able to  review  their  course  work,  obtain  materials  and
interactive  resources  related to their course work and, if necessary,  receive
direct tutorial aid. EduLink expects that the interactive resources will include
videos,  audios and still pictures that will have the capacity to be stopped and
played back within the proposed Smart Schoolhouse  system,  making each resource
interactive.  EduLink expects to offer students direct tutorial aid in the home,
for a fee,  through its e-mail  program and the  Edu-Chat  program as well as by
telephone connection.

     The portion of the proposed Smart Schoolhouse  system designed for students
is intended to have, among other things, the applicable educational  information
for the grade of the  particular  student  courses,  daily  lessons  and  elated
materials,  as well as a school  information  guide to help organize a student's
schedule,  events,  sports activities and clubs. Students will be able to access
via the  Internet  student-run  web pages,  current  news  events,  updated  bus
schedules  and a daily  read  out of their  teachers,  classes  and  activities.
Students will also have their assignment lists and personal "lockers" with their
own private  passwords  to record their  outside  activities,  appointments  and
errands.

                                       8
<PAGE>

     The  proposed  Smart  Schoolhouse  system,  and all of the  elements  to be
designed for student use,  inclusive of applicable  tools, will be structured so
that it can be used by all age groups (i.e.,  3rd graders  through 12th graders)
but the curriculum content itself and the language appearing within the proposed
Smart Schoolhouse  system to direct the student's use of the various  components
of the proposed Smart Schoolhouse  system (including the tools) will be made age
appropriate.

     Parents

     It is  planned  that  through  the use of the  proposed  Smart  Schoolhouse
system,  parents  will have the ability to interact  directly  with a variety of
persons  involved  in their  child's  education,  including  teachers,  guidance
counselors  and  career  counselors.  For  college-bound  students,  all  of the
pertinent information relating to prospective colleges, scholarships,  financial
aid and sample SAT and ACT tests will be available to parents. Parents will also
be able to maintain direct contact with teachers, school administrators, coaches
and other  parents  through a special  PTA menu.  They will be able to  schedule
"chat" sessions on a regular basis and at their own convenience. "Chat" sessions
and  bulletin  board  postings  will  allow  parents to  participate  by sharing
experiences  with parents of same age students around the city,  state,  nation,
and world. Parents using their own personal access code will be able to interact
with their child's school program from any computer with access to the Internet.
Parents  will be able to  enter  the  School  Store  and  shop  for  educational
merchandise at discounted  rates.  The majority of the School Store  merchandise
will be rated and endorsed by EduLink.

     EduLink  believes  that  parents  will want  access to the  proposed  Smart
Schoolhouse  system  not only to  provide  their  children  with  access  to the
proposed  Smart  Schoolhouse  system at home,  but also to allow the  parents to
become more involved in their child's educational experiences.

     The parents of homeschoolers will also be able to access the proposed Smart
Schoolhouse system. EduLink also believes there is a significant  opportunity in
the  homeschoolers  market and plans to focus on trying to gain penetration into
this market. In order to penetrate this market,  curriculum  content may have to
be modified in order to satisfy various states'  educational  agendas;  however,
the National  Standards upon which EduLink's  curriculum  content is to be based
are generally  more  rigorous and demanding  than the standards set forth in the
various 50 United States;  accordingly,  we expect that the  modifications  that
might be required  with respect to any  specific  state would  generally  not be
significant.

Delivery of and Access to the Smart Schoolhouse System

     It is intended that school administrators,  teachers,  students and parents
will access the Smart Schoolhouse system website through desktop computers using
his or her  personal  account.  Within  each end  user  group,  a member  of the
particular group will only have access to certain information and services.  For
example,  students  will  receive  access  codes  allowing  them  access  to the
curriculum services, but not to the grades or records of other students.  Only a
student's teacher and school  administrator will have such access. Each end user
will have a personal  identification code, which will allow them access to their
private information.

     EduLink  will host the system  for  Internet  use.  Through  the  Internet,
administrators,  teachers,  parents and students  will be able to access and use
the system.  The content and  services  provided by the system will be delivered
via the web to the users.  The computers  hosting the system will be provided by
EduLink.

     It is expected  that the school,  not  EduLink,  will operate as the system
administrator.   When  the  school  registers   itself  with  EduLink,   a  site
administrator (such as the principal or an assistant principal) will be selected
by the  registering  school.  The site  administrator  will be furnished  with a
special  access code,  which will permit the site  administrator  to provide and
manage access privileges for the administrators,  teachers, students and parents
associated with that school.

     EduLink anticipates that schools (administrators),  teachers, students, and
parents, will each furnish pertinent data that will be maintained on the EduLink
computers.  It is expected that this will include general  contact  information,
and also  (for all  except  the  parents)  the  additional  profile  information
necessary to maintain such user's calendar,  activities and interests,  progress
on assignments,  class schedules, course work and other EduLink preferences. The
school,  teacher,  parent and  student  information  will be  gathered  by using
electronic  templates that identify  specific  fields of  information.  The data
content from these templates will be stored on the EduLink host computers.


                                       9
<PAGE>
Current Status of Our Proposed Services and Products

     Smart Schoolhouse System
     ------------------------

     EduLink  has  conducted  alpha tests and now expects to beta test the Smart
Schoolhouse system for the 3rd through 12th grades and the home schooling market
in Summer of 2004, and to launch the service for the 3rd through 12th grades and
the home schooling market in September 2004 following the completion of the beta
test  and  resultant  modifications  to the  system,  if any.  The  launch  will
incorporate  our proprietary 7th and 8th grade  curriculum  content,  as well as
other  curriculum  content  licensed from third parties for all grades 3 through
12.

     The   technology   consultants   we  have   hired,   Science   Applications
International Corporation,  have designed and built the material elements of the
EduLink  architecture and the delivery and content  management  system, and have
completed the design,  development  and  production  of the material  aspects of
numerous  software tools,  including the following  tools:  Content Editor Tool;
Cognitive  Mapping  Tool;  Map Maker  Tool;  3-D  Virtual  World  Tool;  Virtual
Microscope;  Crossword  Puzzle  Builder;  Chart Maker Tool;  Math Plotter  Tool;
Progress Report Generator;  Teacher/Student/Parent Planner; Calculator; Homework
Builder/Grader Tool; Student Portfolio; and Test Generator. In addition, we have
completed the design for, and expect to continue  development  of, the following
tools:  Study Pal; Speed Reader Tool;  Essay Grader Tool;  Smart  Technology for
Remediation; Master Scheduling Tool; and School Store Query Tool.

     The software  relating to the Smart  Schoolhouse  system's  information and
communication  system (i.e.  e-mail,  chat,  schedules,  school  store) has been
designed  by our  technology  engineers  but  not yet  integrated  and it is now
Edulink's  intent to license some of these software items from third parties and
integrate them into the system. The graphics within the Smart Schoolhouse system
are also being  designed  by SAIC and we have  completed  the  initial  graphics
relating to the student, teacher, parent and administrator desktops, and the 7th
and 8th grade proprietary curriculum as well as the graphics associated with the
completed  software  tools  described  above.  Over  5 of the  10  units  of the
proprietary  curriculum  content  for the 7th and 8th  grades  (units,  lessons,
activities,  inquiry  based  problems)  have been created by our content  design
team. We have also received third party U. S. History  educational  content from
the University of California at Los Angeles.

     Proprietary Software

     In addition to the software tools which have been  designed,  developed and
produced,  the design and  development  of the  material  elements of our system
architecture and our delivery and content management system have been completed,
and these elements provide for the following functionalities:

     o The  Learning  Content  Management  System  understands  and captures the
environment in which its users interact.  The system defines each of the objects
which the system  represents,  and the  relationships  between and among each of
these  objects  in a way that  represents  the  real  world.  The XML Data  Type
Definition  defines  each  of the  objects  specifically  or  generally.  Users,
generally  have access to similar  information.  However,  Teachers  must have a
relationship to a class where their role is a Teacher. A Student is a person who
participates  in a class as a pupil.  The system  registers  users as  Students,
Teachers,  and Parents not for the benefit of the system, but for the benefit of
the  users who need and want  information  presented  to them in a certain  way.
Telling the system "I am a Student" will not necessarily  make a user a Student.
It will give the user a Student view of the  information  and expose the user to
the Student's learning process. A Student and a Parent can create a class and in
effect become a Teacher.  With self-study also being part of the system,  a Home
Study Parent can easily use the system to educate that Parent's child.

     o  The  Learning  Content   Management  System  provides  teachers  with  a
multi-tiered approach to managing educational information or content. The system
has  the  ability  to  store,  search,  browse  categories,  view,  author,  and
re-purpose educational information or content. The system is designed to rapidly
use and  re-purpose  content  which can then be  presented  by teachers to their
students in the form of activities, lesson plans, or units. The main features of
the system are as follows:

     o Storage: The system manages and stores text intensive  information.  This
textual  information  can be broken  or  indexed  according  to  categories.  In
addition to  documents,  the system  also  stores and  indexes web sites,  video
files, images, and audio files.

     o Search:  Content within the system can be searched at a number of levels.
Teachers can search for information using keywords,  phrases, or categories. The
search  capability  allows them to narrow  their  criteria,  meaning  narrow the
search to a combination  of words in the same  sentence or  paragraph,  not just
within the same document. Searching by category can further refine the criteria.
Categories  of  information  or  materials  can  include,  among  other  things,
articles, research papers, contracts,  e-mail, news or lessons. The same refined
search  functionality is available to the teacher for web sites,  images,  video

                                       10
<PAGE>

clips,  audio files,  and other  items.  Content  from  external  sources can be
imported and searched from the system.  Using the Content  Editor,  teachers can
import content from external web sites and store the content within the system.

     o Retrieval: The search results display the document name with a portion of
the text  containing  the keyword or phrase.  Teachers are able to hyperlink and
view the  entire  text of the  document.  Keywords  or  phrases  given as search
criteria are highlighted in the documents  contained in the search results.  The
keyword or phrase is indicated  in red,  while the  sentence is  highlighted  in
blue. All occurrences of the keyword or phrase are  highlighted  through out the
document.  The first place either the keyword or phrase  appears in the document
will be initially  displayed to the teacher.  This eliminates the need to browse
through a lengthy document to search for the highlighting.

     o Re-purposing /Authoring:  The system's Content Editor assists the teacher
(or any user) in re-purposing content initially searched for and retrieved.  The
Content  Editor  gives  the  teacher  a view of the  basic  document  (i.e.,  an
activity, a report,  manual, brief,  contract, or lesson) and icons representing
different types of resources that might be added to the document.  Resources are
simply  different  types of  information  such as articles,  contracts,  website
links,  research reports,  video clips,  images or tasks. The teacher determines
the type of resource(s)  desired,  then drags and drops the appropriate  icon to
the text.  If an existing  resource is desired,  the teacher may  implement  the
system's  search  functionality.   The  search  will  automatically   categorize
according to the type of resource.  The teacher will then be able to preview and
insert the resource into the text of the document. The resource will be inserted
where the teacher dropped the icon. New resources or content can also be created
with the use of templates.  Templates provide the teacher with an easy-to-follow
outline of expected  information,  based upon pre-determined  standards.  When a
teacher re-purposes information or changes a resource previously included within
document and once the modified  information  or resources have been stored in he
system, it becomes subject to the system's search.

     o  Security/Delivery/Rendering/Tracking:  The system has built in  controls
and  security.  All teachers  must register with the system and at that time the
new  registrant's  type will be established.  There are different levels of user
types and a user's ability to access  certain  information  and  functionalities
will depend on the user type. To gain access to certain  information,  a student
must join a group.  Access into a group must be  requested  and only the group's
creator can confirm acceptance.  A group can consist of one member or any number
of members. Once a student has gained group acceptance,  the group's information
and response requests become visible to that student. This process ensures order
and  structure  and  prevents  open access to specific  group  information.  The
student's  view is  dynamically  updated to include  current group  information.
Manual  configuration  is not  required.  The  teacher  is able  to  communicate
andexchange  documents with all the members of the group. The group's creator is
able  to  view  responses  and  track  group  members  not  responding.  As  new
information or documents become available, the student's view is updated.

Marketing

     Smart Schoolhouse System
     -------------------------

     EduLink plans to market the proposed Smart Schoolhouse system to public and
private  schools  throughout  the United  States  and to homes with  school-aged
children. In addition,  EduLink intends to market the proposed Smart Schoolhouse
system to a worldwide market and outside the core 3rd through 12th grade market.
EduLink intends to reach schools and homes by several methods,  including direct
sales,sales  to State  departments  of education  and to large  school  district
alliances, with companies that have a substantial regional and national presence
in  school  and/or  home  markets  (such as  local  telephone  companies,  cable
companies,  computer companies local marketing companies,  non profit technology
consulting firms and internet service providers), cross promotion with companies
attempting  to  reach  demographics  similar  to those of  EduLink,  and  public
relations activities that will illustrate the value of EduLink's overall content
management system.

     The type of alliances EduLink envisions include co-branding agreements with
well known portals such as Yahoo;  bundling  agreements with computer  companies
like Dell and telcos like Verizon;  co-promotional  agreements with sponsors and
advertisers  which  provide  promotional  material  about  EduLink  through  the
distribution  of their own  products or within  their own  environment,  such as
Pepsi Cola and  Wal-Mart;  and  companies  engaged  by States  and large  school
districts to provide  technological advice, such as JES & Company. The companies
used in the previous  sentence  are  examples of the type of  alliances  EduLink
envisions;  EduLink does not  currently  have any alliance or agreement in place
with any of these companies.

                                       11
<PAGE>

     Current Status - Marketing The Smart Schoolhouse System
     --------------------------------------------------------

     EduLink has  concluded a  co-marketing  alliance with SAIC and is currently
working with Sun  Microsystems  to market Sun  Microsystems-developed  education
portals,  incorporating  the core  elements of our Learning  Content  Management
System.  Joint  presentations  have been made by Sun Microsystems and EduLink to
Florida's Department of Education and Florida's Rural Learning Alliance,  and we
are  continuing   discussions  with  these  entities.   Edulink  has  also  made
presentations of its core Content  Management  System for  implementation in the
Digital  California  Portal,  for use by the  State of  Maryland  Department  of
Education,  for inclusion in pilot programs  conducted in the States of Oklahoma
and Texas and for use within public schools in Mexico.

     Application Outside of the Education Markets
     --------------------------------------------

     EduLink believes that its proprietary software technology, particularly the
content  management  and  interface  aspects,  can  be  used  in any  number  of
applications  outside of the grade 3-12 education market. We contracted with Cap
Ventures, a consulting firm with specialized  expertise in content and knowledge
management  software,  to prepare a business  plan for us. The business plan was
completed and delivered.  We have prepared a PowerPoint demo for presentation of
our core  content  management  system  to  markets  outside  of the  grade  3-12
education  market.  We have commenced  discussions with a number of software and
technology companies to explore structures,  such as licenses or joint ventures,
as well as to a number of potential licensees,  including  governmental entities
and higher education institutions.

Potential Sources of Revenue

Smart Schoolhouse System
------------------------

     If  EduLink  is able  to  fully  develop  and  market  the  proposed  Smart
Schoolhouse  system,  it  expects  to  derive  revenue  from  one or more of the
following sources:

     o    Fees from schools;

     o    Home subscriptions for premium services and tools;

     o    Tutorial services;

     o    Transactional  revenue  from  the  school  store  and  links  to other
          websites;

     o    Traditional  corporate  advertising within the commercial zones of the
          Smart Schoolhouse system;

     o    Corporate   sponsorship   in  various   forms,   including   corporate
          underwriting;

     o    Distribution  fees  from  the  proprietors  of  content  and  software
          distributed through the system;

     o    International franchises of the proposed Smart Schoolhouse system; and

     o    Federal grants.

Applications Outside of the Smart Schoolhouse
---------------------------------------------

     If EduLink  is able to market  its  proprietary  software  for  application
outside of the grade 3-12 education  market in the United  States,  we expect to
derive revenue from licensing  fees,  maintenance  fees and in-service  training
fees as a result of issuing  licenses  directly to enterprises or from licensing
activities  generated by resellers or joint  ventures  that could be formed with
software,  hardware  or  other  technology  companies  and/or  telecommunication
companies, among others.

Competition

     The market for companies providing  educational related materials is highly
and intensely competitive.  EduLink will be in direct competition with companies
with significantly longer operating histories,  significantly greater financial,
technical, product development and marketing resources, greater name recognition
and larger  customer bases than that of EduLink.  Competitors of EduLink include
education  curriculum  software  companies  such as Blackboard,  Big Chalk,  Net
Schools,   WebCt,  Edscape  Corporation,   Lightspan  Networks,   Inc.,  Softkey
International,  Inc., National Education  Corporation,  Davidson and Associates,
Inc., Scholastic Corporation,  Broderbund Software,  Inc., Knowledge Adventures,
Inc.,  Jostens  LLC, PBS  Mathline,  CTB McGraw Hill,  Net  School/ACTV  Inc., e
Schooland, and CCC, Inc. Moreover, other entities not currently in this industry


                                       12
<PAGE>
may in the future  attempt to launch a business  similar to or identical to that
of EduLink's.  EduLink's competitors may develop products comparable or superior
to  those  developed  by  EduLink,  adapt  more  quickly  than  EduLink  to  new
technologies,  evolving  industry  trends or  customer  requirements,  or devote
greater  resources to the  development,  promotion and license of their products
than EduLink.  Accordingly,  there can be no assurance that competition will not
intensify or that EduLink  will be able to compete  effectively  in its proposed
market. However, to EduLink's knowledge,  there are no other companies currently
engaged in the business of providing all of the various elements of the proposed
Smart Schoolhouse system from a single system, which EduLink intends to provide.
There  are  various  software   companies  that  are  providing   organizational
information  between  teachers and  administrators,  but we are not aware of any
company  currently  providing  organizational  information  between  parent  and
teacher,  parent and student,  teacher and student,  parents and administrators,
and student and  administrator,  inside one system.  EduLink does not believe it
will be in competition  with companies that provide extra  curriculum games that
are  designed  to be  educational  because  EduLink's  content  is  focused on a
national  standards  based  curriculum that relates  directly to history,  math,
science and literature.

Employees

     As of December 31, 2003,  EduLink had three employees,  Michael  Rosenfeld,
Dr.  Ronald  Rescigno and Ian  Rescigno.  The Company  entered  into  employment
agreements with each of the foregoing  full-time employees on September 1, 1999,
which are more fully described in Item 10.

SUBSEQUENT EVENTS
------------------

     On August 11, 2006 Edulink acquired all of the outstanding capital stock of
Mega Media  Group,  Inc.,  a New York  Corporation  ("MMG") in exchange  for the
issuance to the MMG  Shareholders,  upon the increase in the authorized  capital
stock,  of a total  number  of  shares  of  Edulink  common  stock,  which  will
represent,  and equate to, 90% of Edulink's issued and outstanding common stock.
As further  consideration  for the  acquisition,  on the Closing  Date,  Edulink
obtained from a majority of its shareholders duly executed  irrevocable  proxies
to vote  their  shares  for a period  of 120 days or until  such  time as 90% of
EduLink's shares are issued to the MMG  Shareholders,  and delivered them to MMG
and its shareholders,  along with the aforementioned EduLink shareholders' share
certificates to be held in escrow.  Upon the closing of the Merger, MMG became a
wholly-owned  subsidiary of Edulink. Upon the increase in the authorized capital
stock,  and issuance to the MMG  Shareholders of 90% of the  outstanding  common
stock,  the  former  stockholders  of  Edulink  will own 10% of the  issued  and
outstanding Common Stock of EduLink.  The transaction will be accounted for as a
reverse acquisition.

     On August 18, 2006,  Edulink entered into a Securities  Purchase  Agreement
(the "Securities  Purchase  Agreement") with New Millennium Capital Partners II,
LLC, AJW  Qualified  Partners,  LLC, AJW Offshore,  Ltd. and AJW  Partners,  LLC
(collectively,  the  "Investors").  Under the terms of the  Securities  Purchase
Agreement,  the Investors  purchased an aggregate of (i)  $1,500,000 in callable
convertible secured notes (the "Notes") and (ii) warrants to purchase 50,000,000
shares of Edulink common stock (the "Warrants").

     Pursuant to the Securities Purchase Agreement,  the Investors will purchase
the Notes and Warrants in three tranches as set forth below:

     1.   At closing on August 21, 2006  ("Closing"),  the  Investors  purchased
          Notes aggregating  $200,000 and Warrants to purchase 50,000,000 shares
          of Edulink common stock;

     2.   Upon Edulink being re-listed on the OTCBB, the Investors will purchase
          Notes aggregating $300,000; and,

     3.   Upon the filing of a registration  statement registering the shares of
          common stock  underlying  the Notes  ("Registration  Statement"),  the
          Investors will purchase Notes aggregating $400,000; and,

     4.   Upon effectiveness of the Registration  Statement,  the Investors will
          purchase Notes aggregating $600,000.

     The Notes  carry an  interest  rate of 6% per annum and a maturity  date of
August 18, 2009.  The notes are  convertible  into Edulink  common shares at the
Applicable  Percentage of the average of the lowest three (3) trading prices for
Edulink  shares of common  stock during the twenty (20) trading day period prior
to conversion.  The "Applicable  Percentage" means 50%; provided,  however, that


                                       13
<PAGE>
the  Applicable  Percentage  shall be  increased  to (i) 55% in the event that a
Registration  Statement is filed within  thirty days of the closing and (ii) 60%
in the event  that the  Registration  Statement  becomes  effective  within  one
hundred and twenty days from the Closing.

     At  Edulink's  option,  Edulink  may  prepay the Notes in the event that no
event of default exists,  there are a sufficient  number of shares available for
conversion  of the Notes and the market price is at or below $.25 per share.  In
addition,  in the event that the  average  daily price of the common  stock,  as
reported  by the  reporting  service,  for each day of the  month  ending on any
determination  date  is  below  $.25,  Edulink  may  prepay  a  portion  of  the
outstanding  principal amount of the Notes equal to 101% of the principal amount
hereof divided by thirty-six  (36) plus one month's  interest.  Exercise of this
option will stay all  conversions  for the following  month.  The full principal
amount of the Notes is due upon default  under the terms of Notes.  In addition,
Edulink has granted the investors a security  interest in  substantially  all of
its assets and intellectual property as well as registration rights.

     Edulink  simultaneously  issued to the  Investors  seven year  warrants  to
purchase 50,000,000 shares of Edulink common stock at an exercise price of $.01.
The Investors have contractually agreed to restrict their ability to convert the
Notes and exercise the  Warrants  and receive  shares of Edulink's  common stock
such that the number of shares of the  Company's  common  stock held by them and
their  affiliates after such conversion or exercise does not exceed 4.99% of the
then issued and outstanding shares of Edulink's common stock.

     Edulink is committed to filing an SB-2 Registration  Statement with the SEC
within 45 days from the Closing Date. Edulink will receive the second tranche of
the funding when the SB-2 is filed with the SEC and the third and final  tranche
of the funding when the SB-2 is declared effective by the SEC. There are penalty
provisions for Edulink should the filing not become effective within 135 days of
the Closing Date. The notes are secured by all of Edulink's assets to the extent
of the outstanding note.

Item 1A.      Risk Factors.

  RISK FACTORS

     The  following  important  factors,  among  others,  could cause our actual
operating and financial  results to differ  materially  from those  contained in
this  report  and our  other  oral and  written  communications.  The  risks and
uncertainties  described below are not the only ones we face.  Additional  risks
and  uncertainties,  including  those  that we do not know  about now or that we
currently deem immaterial, may also adversely affect our business.

We Have  Generated  No  Revenues  To Date And  Expect  To Incur  Losses  For The
Foreseeable Future, Which Could Cause The Value Of Our Common Stock To Decline

     Since our inception,  we have  generated no revenues.  We do not anticipate
generating  revenues until our Smart  Schoolhouse  system is launched,  which is
currently  anticipated  to  be in  September  2004.  However,  if  our  Internet
educational  services are not accepted  and adopted by a  significant  number of
school districts and schools we will not generate significant revenues or become
profitable. As of December 31, 2003, our accumulated deficit was $18,124,493.

     For the fiscal years ended December 31, 1999,  2000,  2001, 2002, and 2003,
the report of our independent  certified  public  accountants  contained a going
concern qualification. We expect to continue to experience significant operating
losses in the future as we continue our development  efforts.  Our future losses
could cause the market value of our common stock to decline.

We Will Need Additional  Capital In The Future To Support The Final  Development
And Launch Of Our Smart Schoolhouse  System, And To Fund Our Capital Needs After
The Launch,  And If We Do Not Have Available  Financing We Could Have To Curtail
Our Operations

     Our current  cash  resources  are not sufficient  to meet our  immediate
requirements  nor is it sufficient to meet our  requirements for the next twelve
months. We are not currently  generating revenues to fund our ongoing operations
and,  if we do not  raise  additional  capital  we will  not be able to fund our
ongoing basic cash requirements.

     We  currently  anticipate  that $5  million  will  be  needed  to  complete
modifications  to the system  for  application  to the home  school  market,  to
license third-party  curriculum content,  complete the alpha and beta testing of
our  Smart  Schoolhouse  system  for  grades  3  through  12,  to  complete  the
development of additional  enabling tools, to upgrade our technology,  to engage
additional  managerial,  marketing  and staff  personnel,  and carry through the
rescheduled   September  2004launch  through  the  spring  2005.   Additionally,
following the spring 2005, we currently anticipate the need for an additional $5


                                       14
<PAGE>
million per year  thereafter to fund  continuing  operations,  upgrade  existing
content,  upgrade technology,  and produce and license additional content,  beta
test and launch additional tools and content for our Smart  Schoolhouse  system.
During the fiscal year ended December 31, 2003, we used $86,449 in our operating
activities.  During the fiscal year ended December 31, 2002, we used $442,734 in
our operating  activities.  Changes in our development  program or other changes
affecting our operating expenses could, however,  alter the timing and amount of
our expenditures  and when we will require  additional  funding.  The additional
funding we require may not be available  to us on favorable  terms or at all. If
we  cannot  obtain  adequate  funding,  we will be  required  to  shut-down  our
operations.

We Have No Operating History, Which Makes It Difficult To Value Our Common Stock

     We are a development stage company with no operating history.  We commenced
our current  operations in July 1996 and have not yet  commercially  offered our
services.  We may not grow or achieve  profitability.  We face a number of risks
encountered by development stage companies in the Internet information industry,
including:

     o    the uncertainty of market acceptance of our services;

     o    our need to introduce  reliable and robust  products and services that
          meet the demanding needs of customers;

     o    our need to first  create  and then  expand our  marketing,  sales and
          support organizations, as well as our distribution channels;

     o    our ability to anticipate and respond to market competition; and

     o    our need to manage expanding operations.

     Our business  strategy may not be successful,  and we may not  successfully
address these risks.

Our Smart Schoolhouse  System Is Currently In Development And We May Not Be Able
To Complete That Development In A Timely And Cost Effective Manner, Or At All

     We are  currently  developing  our  Smart  Schoolhouse  system  for the 3rd
through 12th grades and the home school market,  with initial or "alpha" testing
among a limited user group  completed as of December  2001. The second or "beta"
round of testing  among a wider group that  includes  more "real world" users is
now  intended  to begin in the  Summer of 2004 and we expect it to be  completed
prior to the  anticipated  September 2004  commercial  launch of the 3rd through
12th grade and home school portions of the Smart  Schoolhouse  system.  However,
this  schedule  assumes that the alpha and beta tests do not reveal  significant
defects or faults in the  system.  If  significant  defects or faults are found,
EduLink may not be able to meet this schedule,  which would delay the commercial
launch and therefore delay the generation of revenue. This, in turn, could cause
the market value of our common stock to decline.

     Other  factors,  including  many of the  risk  factors  identified  in this
section,  could  also delay the  development  of our Smart  Schoolhouse  system,
including among others the failure to raise  additional  capital and the failure
to recruit needed  employees,  with the same negative  effect on EduLink and its
common stock.

We May Establish  Alliances Or Acquire  Technologies Or Companies In The Future,
Which Could Result In The Dilution Of Our  Stockholders  And  Disruption  Of Our
Business

     We are continually  evaluating  potential  business  alliances and external
investments in technologies related to our business.  Acquisitions of companies,
divisions, businesses or products and strategic alliances entail numerous risks,
any of which could materially harm our business in several ways, including:

     o    diversion of management's  attention from our core business  objective
          and other business concerns;

     o    failure  to  integrate  the  acquired  company  or  business  into our
          existing business;

     o    potential loss of key employees  from either our existing  business or
          the acquired business;


                                       15
<PAGE>
     o    dilution of our existing  stockholders  as a result of issuing  equity
          securities; and

     o    assumption of liabilities of the acquired company.

     Some or all of these problems may result from current or future  alliances,
acquisitions  or  investments.  Furthermore,  we may not  realize any value from
these alliances, acquisitions or investments.

If We Cannot Deliver The Features And  Functionality  Our Customers  Demand,  We
Will Be Unable To Retain Or Attract New Customers

     Our  success  depends  upon our  ability  to  determine  the  features  and
functionality  our customers  demand and to design and implement  these features
and  functionality  in our Smart  Schoolhouse  system to meet their  needs in an
efficient  manner.  We  cannot  guarantee  that  we can  successfully  determine
customer  requirements  or that our  future  services  will  adequately  satisfy
customer demands.  To date, the design of our Smart Schoolhouse  system has been
based on our internal  efforts and feedback  from a limited  number of potential
customers.  In  addition,  we may  experience  difficulties  that could delay or
prevent the successful  development,  introduction  or marketing of new features
and  service  enhancements  in  our  Smart  Schoolhouse  system.  If  we  cannot
effectively  deploy,  maintain  and enhance our  services,  we may not  generate
sufficient revenue, our expenses may increase, we may not be able to recover our
costs and our competitive position may be harmed.

Our Success Depends On Our Ability To Build And Expand Our Sales Force

     In order to build  our  customer  base and  revenues,  we need to build and
expand our sales  operations.  There is strong  competition  for qualified sales
personnel  in our  business,  and we may  not be  able  to  attract  and  retain
sufficient  new sales  personnel to build and expand our  operations.  New sales
personnel will require training and will take time to achieve full productivity,
so the costs  associated  with hiring sales  personnel will impact our financial
results  before  the  revenues  generated  from  any  additional  sales,  likely
increasing our losses.

We Have Limited Resources And May Be Unable To Manage Our Anticipated Growth

     If  we  fail  to  develop  and  maintain  our  services  as  we  experience
anticipated  rapid  growth  after the  launch of our Smart  Schoolhouse  system,
demand for our services and our revenues could  decrease.  Our  development  and
expansion  has placed,  and will  continue to place,  significant  strain on our
managerial,  operational, and financial resources. Due to the limited deployment
of our  services,  we are unable to assess our ability to grow the  business and
manage a substantially larger operation.

The  Operation Of Our Smart  Schoolhouse  System Will Depend On Internet  Access
Operated And Controlled By Others. If Our Customers Do Not Have Continued Access
To  Sufficient  Capacity  On  Reliable  Networks,  We May Be Unable  To  Deliver
Services And Our Revenues Could Be Affected

     Our  success  will  depend,  in large  part,  upon a robust  communications
industry and  infrastructure for providing Internet access and carrying Internet
traffic.  The Internet may not prove to be a viable commercial medium because of
a  variety  of  factors  including  inadequate   development  of  the  necessary
infrastructure  such  as  reliable  network  backbone;   timely  development  of
complementary  products such as high speed modems;  delays in the development or
adoption of new standards and protocols  required to handle  increased levels of
Internet activity; or increased government regulation.

     Moreover,  we  rely on the  Internet  and,  accordingly,  depend  upon  the
continuous,  reliable  and secure  operation  of  Internet  servers  and related
hardware and software.  Several large Internet commerce  companies have suffered
highly  publicized  system failures which resulted in adverse reactions to their
stock  prices,   significant  negative  publicity  and,  in  certain  instances,
litigation.  We may also suffer service outages from time to time. To the extent
that our  service is  interrupted,  users will be  inconvenienced  or  adversely
effected, and our reputation may be diminished.

     We also depend upon third  parties to provide  users with web  browsers and
Internet  and on-line  services  necessary  for access to our Smart  Schoolhouse
system.  From time to time, our users may experience  difficulties with Internet
and other on-line services due to system failures,  including failures unrelated
to our systems.  Any sustained  disruption in Internet  access provided by third
parties could adversely impact our business.

We Depend On Recruiting And Retaining  Qualified  Personnel And Our Inability To
Do So Would Seriously Harm Our Business


                                       16
<PAGE>

     Because of the technical  nature of our services and the market in which we
compete,  our success depends on the continued services of our current executive
officers and our ability to attract and retain  qualified  personnel,  including
personnel with Internet software expertise.  Competition for qualified personnel
is intense. New employees generally require substantial training, which requires
significant  resources and management  attention.  Even if we invest significant
resources  to  recruit,  train and  retain  qualified  personnel,  we may not be
successful in our efforts.

The Convergence of Currently Distinct Industries May Adversely Affect Us

     Due to the relative infancy of the Internet and its rapid growth, it is not
possible to predict the paths along which future  development will proceed.  The
Company cannot  anticipate the effects that a convergence of currently  distinct
industries may have on the Company's business. An example is the AOL-Time/Warner
merger and the continuing  effect that combination has on the  entertainment and
internet  service provider  markets.  In the event a similar  convergence  takes
place in the  educational  services or other related  industries,  the long term
effect on our business plan may be material and adverse.

Rapid Changes In Technology May Adversely Affect Us

     To  remain  competitive,  we must  continue  to  enhance  and  improve  the
responsiveness,  functionality and features of our Smart Schoolhouse system. The
Internet and the e-commerce  industries are characterized by rapid technological
change,  changes in user requirements and preferences,  frequent new product and
service  introductions  embodying  new  technologies  and the  emergency  of new
industry  standards  and practices  that could render our Internet  services and
proprietary  technology and systems obsolete.  Our success will depend, in part,
on our ability to license leading  technologies useful in our business,  enhance
our existing  services,  develop new services  and  technology  that address the
increasingly  sophisticated  and  varied  needs of  prospective  customers,  and
respond to technological  advances and emerging industry standards and practices
on a cost-effective and timely basis.

     The  development  of a Website  and other  proprietary  technology  entails
significant  technical,  financial and business risks. There can be no assurance
that we will  successfully  implement new  technologies or adapt our Website and
proprietary  technology to customer requirements or emerging industry standards.
If we are unable, for technical,  legal, financial or other reasons, to adapt in
a  timely  manner  in  response  to  changing  market   conditions  or  customer
requirements,  our business could be materially adversely effected. Further, the
adoption of new Internet,  networking  or  telecommunications  technologies  may
require us to devote substantial  resources to modify and adapt our products and
services.

Our Quarterly Operating Results Are Subject To Fluctuations, And Our Stock Price
May Decline If We Do Not Meet The Expectations Of Investors

     We  anticipate  that after the launch of our Smart  Schoolhouse  system our
quarterly  operating  results  will be  difficult  to predict and may  fluctuate
significantly from quarter to quarter due to a number of factors,  many of which
will be outside our  control.  These  factors will likely  include,  but are not
limited to:

     o    delays in our fund raising initiatives;

     o    delays in market  acceptance or implementation by our customers of our
          Smart Schoolhouse system;

     o    changes  in  demand  by our  customers  for  existing  and  additional
          services;

     o    introduction of new services by us or our competitors;

     o    changes  in our  pricing  policies  or  those  of our  competitors  or
          suppliers; and

     o    changes in  accounting  standards,  including  standards  relating  to
          revenue   recognition,    business    combinations   and   stock-based
          compensation.

     We believe  period-to-period  comparisons of our operating  results are not
currently  meaningful  and will not be meaningful  for the  foreseeable  future.
Quarterly  revenues  and  operating  results  are not  predictors  of our future


                                       17
<PAGE>
performance.  In some  future  quarter  our  operating  results may be below the
expectations of public market analysts and investors and, as a result, the price
of our common stock may fall.

System  Failures  Could Reduce  Revenues,  Increase Costs Or Result In Liability
Claims And Seriously Harm Our Business

     Any  disruption  to our  services,  information  systems or  communications
networks  could result in the inability of our customers to receive our services
for an indeterminate  period of time. Our services may not function  properly if
our systems fail,  or if there is an  earthquake,  fire,  flood or other natural
disaster,  or an act of war. Any  disruption  to our services  could cause us to
lose customers or revenue,  or face litigation,  customer service or repair work
that would involve  substantial costs and distract management from operating our
business.  We currently do not have fully redundant  systems for our services at
an  alternate  site.  Our  operations  depend upon our  ability to maintain  and
protect our computer systems located at SAIC's facilities in Orlando, Florida.

We Could Face Claims That Our Services Infringe On Intellectual Property.  These
And Other  Claims  Which May Arise  Could  Result In  Significant  Expenses  And
Distract Our Management

     Third parties may claim that our current or future products  infringe their
proprietary  rights or assert other claims against us. As the number of entrants
into our market increases,  the possibility of an intellectual property or other
claim  against us grows.  Any  intellectual  property  or other  claim,  with or
without merit,  would be time-consuming  and expensive to litigate or settle and
could divert  management  attention  from  focusing on our core  business.  As a
result of such a dispute,  we may have to pay damages,  incur  substantial legal
fees,  develop  costly  non-infringing  technology,  if possible,  or enter into
license  agreements,  which may not be available on terms acceptable to us. This
would increase our expenses and could decrease the functionality of our service,
which  would make our  services  less  attractive  to our  current or  potential
customers.

If The Use Of The Internet By School  Districts,  Schools,  Students and Parents
Does Not Continue To Grow, Our Business Will Be Harmed

     Our  future  success is  dependent  on  continued  growth in the use of the
Internet  by  school  districts,  schools,  students  and  parents.  The use and
acceptance of the Internet by schools, students and parents may not increase for
a number of reasons,  including the cost and availability of Internet access and
concerns about privacy, security, reliability, and concerns related to students'
unintended access to adult oriented websites.

     Capacity  constraints  caused by growth in the general use of the  Internet
may  impede  further  development  of the  Internet  to the  extent  that  users
experience delays, transmission errors and other difficulties.  If the necessary
infrastructure,  products,  services or facilities are not developed,  or if the
Internet does not become a viable and widespread  commercial  medium, we may not
be able to grow our business.

Government  Regulations  And Standards May Harm Our Business And Could  Increase
Our Costs Or Reduce Our Opportunities To Earn Revenues

     In addition to regulations  applicable to business in general,  we may also
be subject to direct  regulation  of the Internet by  governmental  agencies.  A
number of legislative and regulatory  proposals under  consideration by federal,
state,  and local  governmental  organizations  may lead to laws or  regulations
concerning  various aspects of the Internet,  including  on-line  content,  user
privacy,  taxation,  access  charges and liability for  third-party  activities.
Additionally,  it is  uncertain  how  existing  laws  governing  issues  such as
taxation on intellectual  property,  libel, user privacy and property ownership,
will be applied to our services.  The adoption of new laws or the application of
existing  laws  may  expose  us  to  significant   liabilities   and  additional
operational  requirements,  which could decrease the demand for our services and
increase our cost of doing business.

Item 2.      Properties.

     At December  31,  2003  EduLink  utilized a portion of the offices  used by
Michael  Rosenfeld  at 450  North  Roxbury  Drive,  Suite  602,  Beverly  Hills,
California 90210 as its administrative offices.  EduLink also had its production
offices located at 5743 Corsa Avenue,  Suite 207, Westlake  Village,  California
91362.  EduLink paid $0, $30,491,  $62,067,  $68,426 and $31,711 in 2003,  2002,
2001, 2000, and 1999, respectively,  to the landlords of the premises, which are
not affiliates of EduLink.  In January 2002, the lease for the Westlake  Village
office  expired in accordance  with its terms,  and the Company no longer leases
facilities at that location.

Item 3.       Legal Proceedings.


                                       18
<PAGE>

     There is no litigation pending or threatened by or against us.

Item 4.       Submission of Matters to a Vote of Security Holders.

     None.

                                     PART II

Item 5.     Market for Registrant's Common Equity, Related Stockholder Matters
            and Issuer Purchases of Equity Securities.

     EduLink's  common stock was traded on Nasdaq's OTC Bulletin Board under the
symbol  "MYIQ.OB"  from  November 23, 1999 until May 3, 2000 when it was removed
from the OTC Bulletin  Board.  Trading on the OTC Bulletin Board resumed on July
24, 2000 after the common stock was registered under the Securities Exchange Act
of 1934.

     The following table sets forth the range of high and low bid prices for our
common stock for each quarterly period from January 1, 2001 through December 31,
2003, as reported by brokers and dealers  making a market in the capital  stock.
Such quotations reflect  inter-dealer prices without retail markup,  markdown or
commission, and may not necessarily represent actual transactions:


                                             HIGH            LOW

        Fiscal 2001
        First Quarter                     $ 0.580         $ 0.013
        Second Quarter                      0.123           0.011
        Third Quarter                       0.040           0.012
        Fourth Quarter                      0.029           0.013

        Fiscal 2002
        First Quarter                     $  .015.        $   .01.
        Second Quarter                      0.006.         0.0035
        Third Quarter                       0.006          0.0035
        Fourth Quarter                      0.006           0.002

        Fiscal 2003
        First Quarter                     $ .0003         $  .002
        Second Quarter                      0.133           0.004
        Third Quarter                       0.019           0.006
        Fourth Quarter                       0.07           0.006


Holders
-------

     As of January 31, 2004,  there were 619 record holders of Edulink's  common
stock.

Dividends
---------

     Historically, we have not paid dividends to the holders of our common stock
and we do not expect to pay any such dividends in the  foreseeable  future as we
expect to retain our future  earnings for use in the  operation and expansion of
our business.

Recent Sales of Unregistered Securities
---------------------------------------

     On October 19, 2003, the Company issued 119,000,000 shares to two investors
for conversion of notes payable and accrued interest.


                                       19
<PAGE>

     On October 21, 2003, the Company issued 11,250,000 shares to four investors
as compensation for services.

     On  November  14,  2003,  the  Company  issued  29,200,000  shares  to five
investors as compensation for services.

     On  December  18,  2003,  the  Company  issued  18,500,000  shares  to four
investors as compensation for services.

     On December 31, 2003, the Company issued  10,000,000 shares to one investor
as compensation for services.


     All of the above  issuances  of shares of our common  stock  qualified  for
exemption  under Section 4(2) of the  Securities  Act since the issuance of such
shares by us did not involve a public offering. Each of these shareholders was a
sophisticated  investor and had access to information regarding us. The offering
was not a "public  offering" as defined in Section 4(2) due to the insubstantial
number of persons  involved  in the deal,  size of the  offering,  manner of the
offering and number of shares offered. We did not undertake an offering in which
we sold a high  number of shares to a high  number of  investors.  In  addition,
these  shareholders had the necessary  investment  intent as required by Section
4(2) since they  agreed to and  received  a share  certificate  bearing a legend
stating that such shares are  restricted  pursuant to Rule 144 of the Securities
Act.  These  restrictions  ensure  that these  shares  would not be  immediately
redistributed  into the market and therefore not be part of a "public offering."
Based on an  analysis  of the above  factors,  we have met the  requirements  to
qualify for  exemption  under Section 4(2) of the  Securities  Act for the above
transactions.

     Subsequent to December 31, 2003, the Company  secured  funding  through the
issuance of notes and  warrants.  On August 18,  2006,  Edulink  entered  into a
Securities  Purchase  Agreement  with  the  Investors.  Under  the  terms of the
Securities  Purchase  Agreement,  the  Investors  purchased  an aggregate of (i)
$1,500,000 in callable  convertible  secured notes and (ii) warrants to purchase
50,000,000 shares of Edulink common stock. The initial closing was for financing
of the  principal  amount  of  $200,000  for which we  issued  callable  secured
convertible  notes.  The initial funding was undertaken as follows:  AJW Capital
Partners, LLC - $19,400; AJW Offshore,  Ltd. - $118,000; AJW Qualified Partners,
LLC - $60,000;  and New Millennium Capital Partners II, LLC - $2,600.  Under the
securities purchase agreement,  we will receive the principal amount of $300,000
upon the Company being  re-listed on the OTCBB;  the third  principal  amount of
$400,000 upon the filing of a registration  statement  with the SEC  registering
the shares of common stock  underlying the Notes; and the final principal amount
of $600,000 when the registration statement is declared effective. At all times,
we will issue callable secured  convertible notes for such amounts.  The note is
convertible  into our common  shares at the lowest 3  intra-day  trading  prices
during the 20 trading days  immediately  prior to the conversion date discounted
by 40%.  The  investors  in the  financing  shall not be entitled to convert the
promissory  note if such  conversion  would result in any investor solely owning
more than 4.99% of our outstanding shares of common stock.

     Based on our recent  financing,  we have also  issued  50,000,000  warrants
convertible into shares of our common stock.  Each Warrant entitles to holder to
one share of our common stock. The warrants were issued as follows:  AJW Capital
Partners,  LLC - 4,850,000 warrants;  AJW Offshore,  Ltd. - 29,500,000 warrants;
AJW Qualified Partners,  LLC - 15,000,000  warrants;  and New Millennium Capital
Partners  II,  LLC -  650,000  warrants.  The  exercise  price  is  $.01  and is
exercisable  for seven  years from the date of  issuance.  The  warrants  have a
cashless  exercise  feature.  For the 50,000,000  warrants  issued on August 18,
2006, the expiration date is August 18, 2013.

     The convertible  notes and the warrants (the  "Securities")  were issued in
reliance on the  exemption  from  registration  provided by Section  4(2) of the
Securities  Act. No commissions  were paid for the issuance of such  Securities.
The above issuance of Securities  qualified for exemption  under Section 4(2) of
the  Securities  Act since the  issuance  of such shares by us did not involve a
public offering.  The holders set forth above were each accredited investors and
had access to information  normally  provided in a prospectus  regarding us. The
offering  was not a "public  offering"  as defined  in  Section  4(2) due to the
insubstantial  number of persons  involved  in the deal,  size of the  offering,
manner of the offering and number of Securities offered. We did not undertake an
offering  in which we sold a high  number  of  Securities  to a high  number  of
investors. In addition, the holders set forth above had the necessary investment
intent as  required  by  Section  4(2)  since  they  agreed  to  receive a share
certificate  bearing a legend stating that such shares underlying the Securities
are restricted  pursuant to Rule 144 of the Securities  Act. These  restrictions
ensure that these shares would not be immediately  redistributed into the market
and  therefore not be part of a "public  offering."  Based on an analysis of the
above  factors,  we have met the  requirements  to qualify for  exemption  under
Section 4(2) of the Securities Act for the above transaction.


                                       20
<PAGE>

Equity Compensation Plan Information
------------------------------------

     The Company does not have any equity compensation plans in effect.

Item 6.       Selected Financial Data.

     Year Ended December 31, 2003 as compared to Year Ended December 31, 2002


                                             For The Years Ended December 31,
          Income statement:                          2003           2002
                                            --------------------------------
Revenue
                                             $     50,000    $          0
Interest income                              $         --    $       (130)
General and administrative expenses          $  2,747,183    $    905,644
Software development costs                   $         --    $     12,884
Total Operating Expenses                     $  2,765,755    $    918,398
Net loss from operations                     $ (2,715,755)   $   (918,398)

    Basic and diluted loss per share         $       0.00    $       0.00
    Weighted average shares outstanding       894,948,681     821,695,100


                                                As Of December 31,
                                                  2003             2002
                                            ------------------------------
        Balance Sheet Data
        Cash and prepaid assets              $     1,968        $    25,917
        Total assets                               4,166        $    46,687

        Stockholders' equity (deficit)       $(1,145,035)       $(1,382,597)

Item 7.       Management's Discussion  and  Analysis of Financial Condition  and
              Results of Operation.

Forward-Looking Statements
--------------------------

     The  discussion  in  this  section   contains   certain   statements  of  a
forward-looking  nature  relating  to future  events or our future  performance.
Words such as "anticipates,"  "believes,"  "expects," "intends," "future," "may"
and similar  expressions  or  variations  of such words are intended to identify
forward-looking   statements,   but  are  not  the  only  means  of  identifying
forward-looking statements. Such statements are only predictions and that actual
events or results may differ  materially.  In evaluating  such  statements,  you
should  specifically   consider  various  factors  identified  in  this  report,
including the matters set forth under the caption  "business risks," which could
cause  actual  results  to  differ  materially  from  those  indicated  by  such
forward-looking statements.

     The following  discussion is provided to afford the reader an understanding
of the material matters of EduLink's financial condition,  results of operation,
capital  resources  and  liquidity.  It should be read in  conjunction  with the
financial statements and notes thereto and other information appearing elsewhere
in this report.

Overview

     EduLink,  Inc. is a  development  stage  company  engaged in the design and
development of a seamless integrated Internet  educational  service,  called the
Smart Schoolhouse system, for schools and homes, that is intended to be marketed
to and utilized by students,  parents,  teachers and school administrators.  The
planned service will be delivered over the Internet to personal computer users.

     The Company  originally  estimated that it needed a total of  approximately
$8.5 million to produce, alpha test, beta test and launch the system for the 7th
and 8th grades only. The Company  subsequently  (in August 2001) determined that
to successfully launch the system, it was necessary to include curricula for all
grades from 3rd through 12th as well as the homeschool  market,  and the Company
therefore also needed to license and make third party content  available through
its  system.  The  Company  estimated  that it needed an  additional  $5 million
through  June 2002 to  complete  the  modifications  required  for the  system's
application for the entire 3rd through 12th grades and to the homeschool market,
to license  and  integrate  third  party  content,  to  complete  production  of
additional  enabling tools, to create proprietary  curriculum for two additional


                                       21
<PAGE>
grade levels,  launch the system and conduct marketing  activities up to the end
of  the  customary   school  year  (i.e.,   June  2002),   and  to  provide  the
infrastructure to market and exploit the Company's  technologies  outside of the
grade 3-12 education market. Therefore,  taking into account the revised capital
requirements, the Company estimated it needed to raise a total of $13.5 million,
of which it had raised a total of $8,062,578,  net of expenses,  as of September
30, 2001,  primarily  through the private  placement of its Common Stock.  As of
December 31, 2001, the Company had raised only $200,000 of the  additional  $5.5
million in capital it needed,  and had not completed the modifications  required
for the production of additional enabling tools, the license of additional third
party curriculum content, or the completion of the infrastructure to exploit its
technologies  outside of the grade 3-12  education  market.  As of December  31,
2002,  the  Company  had raised  only an  additional  $150,000.  The Company now
estimates that it needs to raise a total of $5 million in capital to upgrade its
technology,  license and integrate  third party content for the 3rd through 12th
grades,  produce  additional  enabling tools,  conduct marketing  activities and
launch the system in September 2004. The Company intends to raise the additional
$5 million in capital it needs to  complete  those  modifications  and  enabling
tools and to beta test the system while working with various  school  districts,
school district  alliances and/or State Departments of Education.  Concurrently,
the Company intends to obtain  additional  content from educational  publishers,
universities and other content providers and to launch the system upon the start
of the next customary  school year (i.e.,  August-September  2003),as well as to
create the infrastructure to market and exploit its technology in other markets.

     The Company raised $10,200,706,  net of expenses,  as of December 31, 2003,
toward  the goal of a total of $13.5  million,  primarily  through  the  private
placement of its common stock.

     The Company now expects that expenses (including software development costs
and general and administrative  costs) will be approximately $5 million per year
from  April 1,  2004 to March  31,  2005,  to  license  additional  third  party
curriculum content, to produce additional software tools, to alpha test and beta
test the content so licensed and the tools so produced, to upgrade technologies,
to continue operations, to provide necessary support and maintenance services to
licensees, to increase marketing activities for the Smart Schoolhouse system and
to continue and increase development,  marketing and support activities relating
to the Company's  technologies  for  application  in markets  outside of the 3rd
through 12th grade U.S. education market.

Results of Operations

     Year Ended December 31, 2003 as compared to Year Ended December 31, 2002




                                            For The Years Ended December 31,
     Income statement:                          2003                  2002
                                          --------------------------------------

Revenue                                    $       50,000       $          --
Interest income                            $           --       $         130
Software development costs                 $           --       $      12,884


General and administrative expenses        $    2,747,183       $     905,644
Impairment                                         18,572                  --
Interest expense                                  355,166                  --
Forgiveness of debt                               (75,264)                 --

         Net loss                          $    2,995,657      $      918,398


Revenue

     EduLink is a development stage enterprise and has spent most of its efforts
during the past five years in developing its Smart Schoolhouse  system web-based
software  initially for the 7th and 8th grades, and now also for 3rd through 6th
and 9th through 12th grades as well as the home-school market, which is intended
to be launched upon the start of next  customary  school year in September  2003
following the  completion of the beta test and  resultant  modifications  to the
system, if any. Accordingly,  EduLink has not generated any substantial revenues
to date.  EduLink's  cumulative  losses from inception through December 31, 2003
are $17,949,493.


                                       22
<PAGE>

     Software Development Costs

     Software  development costs decreased by $ 12,884 to $ 0 for the year ended
December 31,  2003,  from $ 12,884 for the year ended  December  31,  2002.  The
decrease in software development costs in 2002 resulted from the completion of a
substantial part of Edulink's software development activities in 2000 and due to
limited funds.


General and Administrative Expenses

     General and administrative expenses increased $1,841,539 for the year ended
December  31,  2003 to  $2,747,183  compared  with  $905,644  for the year ended
December 31, 2002. Higher fees were paid for legal and accounting,  printing and
reproduction.

     Interest Expense

     The  Company's  interest  expense  increased to $355,166 for the year ended
December 31, 2003  compared with $0 for the year ended  December 31, 2002.  This
increase was due to additional  borrowings in 2003 and the  amortization  of the
discount related to the note payable.

Liquidity and Capital Resources

     Since 1996,  EduLink has financed its working capital needs through capital
contributions  by  stockholders,  private  placement of common equity and bridge
loans.  As of December 31, 2003, the Company had cash of  approximately  $1,968.
Cash used in operations was $ (86,449) for the year ended December 31, 2003, and
$ (10,180,166) from inception through December 31, 2003. Cash used in operations
during each of these periods was  primarily  for expenses  related to the design
and development of computer  software and general and  administrative  expenses.
Since 1996 and through  December  31,  2003,  the Company has raised $ 9,370,177
through sales of common stock and $923,000 through bridge loans.

     The  Company's  current cash  resources  will not be sufficient to meet its
immediate requirements. The Company is not currently generating revenues to fund
its ongoing  operations and without  additional  capital the Company will not be
able to operate.

     As indicated  above under the caption  "Overview,"  the  estimated  cost of
EduLink's  development  program and its projected  expenses over the next twelve
months  will  require $5 million in  capital  to provide  the  anticipated  cash
requirements  up to the planned launch of the Smart  Schoolhouse  system for the
3rd through 12th grades.  Changes in the Company's  development program or other
changes  affecting  operating  expenses  could  alter the  timing  and amount of
expenditures  and  therefore  the  amount and  timing of when the  Company  will
require  additional  funding.  EduLink  currently  plans to raise funds  through
either revenues  generated from licensing its software or the private  placement
of its equity or debt securities, or a combination of both, in order to meet its
ongoing cash needs. However, the additional funding the Company requires may not
be  available  on  acceptable  terms or at all.  If the  Company  cannot  obtain
adequate funding, it will be required to shutdown operations.

Year Ended December 31, 2002 as compared to Year Ended December 31, 2001

                                             For The Years Ended December 31,
          Income statement:                          2002           2001
                                               ------------------------------

     Revenue                                    $          --     $        --
     Interest income                            $         130     $    24,792
     Software development costs                 $      12,884     $ 1,165,269

     General and administrative expenses        $     905,644     $ 1,704,170

              Net loss                          $     918,398     $ 2,844,647



                                       23
<PAGE>
Revenue

     EduLink is a development stage enterprise and has spent most of its efforts
during the past five years in developing its Smart Schoolhouse  system web-based
software  initially for the 7th and 8th grades, and now also for 3rd through 6th
and 9th through 12th grades as well as the home-school market, which is intended
to be launched upon the start of next  customary  school year in September  2003
following the  completion of the beta test and  resultant  modifications  to the
system,  if any.  Accordingly,  EduLink has not  generated any revenues to date.
EduLink's  cumulative  losses  from  inception  through  December  31,  2002 are
$14,953,836.

     Software Development Costs

     Software development costs decreased by $1,152,385 to $ 12,884 for the year
ended December 31, 2002,  from  $1,165,269 for the year ended December 31, 2001.
The decrease in software  development costs in 2002 resulted from the completion
of a substantial part of Edulink's software  development  activities in 2000 and
due to limited funds.

     General and Administrative Expenses

     General and  administrative  expenses  decreased  to $798,526  for the year
ended December 31, 2002 to $905,644  compared with $1,704,170 for the year ended
December 31, 2001. Higher fees were paid for legal and accounting,  printing and
reproduction, and rent expenses incurred during the year ended December 31, 2001
compared to those during the year ended December 31, 2002 as described below.

     In  February  2000,  EduLink  issued  warrants  to an officer  to  purchase
34,305,000  shares  of  common  stock  at an  exercise  price  of  $0.0022.  The
$3,082,500  non-cash  compensation  charge  associated  with these  warrants was
recorded during the year ended December 31, 2000.

     In August  2000,  the Company  amended its  employment  contracts  with its
President,  its Chief  Executive  Officer,  and its Senior Vice  President.  The
amendments terminated provisions relating to the issuance of 17,152,950 warrants
to each of the officers upon completion of each of the build-out  elements,  the
beta  test,  and  the  national  launch  of the  Smart  Schoolhouse  system.  In
consideration  for the  warrant  termination,  each of its  President  and Chief
Executive  Officer  received  $50,000  and its Senior  Vice  President  received
$30,000, and the Company recognized $130,000 of aggregate compensation expense.

     The Company's  payroll and payroll related expense decreased by $519,149 to
$164,169 for the year ended December 31, 2002,  from $683,318 for the year ended
December  31,  2001.  During the year ended  December  31, 2001 the Company paid
additional compensation totaling $380,000 to its officers. During the year ended
December 31, 2002,  portions of salaries  were waived and portions were deferred
by management employees as a result of limited funds.

     The  Company's  legal and  accounting  expenses  decreased  by  $143,581 to
$92,539 for the year ended  December  31, 2002 from  $236,120 for the year ended
December 31, 2001.  The decrease was the result of lower  expenses  incurred for
services  rendered in connection with legal and accounting  services  related to
public company filling requirements,  as well as trademark,  copyright and other
matters.

     The Company's rent expenses decreased $31,576 to $30,491 for the year ended
December 31,  2002,  from  $62,067 for the year ended  December  31,  2001.  The
decrease  was the result of having  closed the  additional  office in  Westlake,
California towards the latter part of 2001.

     The  Company's  consulting  fees  decreased  to $134,979 for the year ended
December  31,2002  from  $274,529  for the year ended  December  31,  2001.  The
decrease was primarily due limited available funds.

     The Company's  telephone  expenses  decreased by $11,256 to $10,049 for the
year ended December 31, 2002, from $21,305 for the year ended December 31, 2001.

     The Company's travel and  entertainment  expenses  decreased by $137,117 to
$35,880 for the year ended  December 31, 2002,  from $172,997 for the year ended
December 31, 2001. The lower expenses on telephone,  travel and entertainment in
2002 were due to limited available funds.

Subsequent Financing
--------------------

     Subsequent to December 31, 2003, the Company  secured  funding  through the
issuance of notes and  warrants.  On August 18,  2006,  Edulink  entered  into a
Securities  Purchase  Agreement  with  the  Investors.  Under  the  terms of the
Securities  Purchase  Agreement,  the  Investors  purchased  an aggregate of (i)
$1,500,000 in callable  convertible  secured notes and (ii) warrants to purchase
50,000,000  shares of Edulink common stock.  The Notes carry an interest rate of


                                       24
<PAGE>

6% per annum and a maturity date of August 18, 2009.  The notes are  convertible
into Edulink  common shares at the  Applicable  Percentage of the average of the
lowest  three (3) trading  prices for Edulink  shares of common stock during the
twenty (20) trading day period prior to conversion.  The "Applicable Percentage"
means 50% of the average of the lowest  three (3) trading  prices for our shares
of common stock  during the twenty (20) trading day period prior to  conversion.
However,  the Applicable  Percentage  shall be increased to (i) 55% in the event
that a  Registration  Statement is filed  within  thirty days of the closing and
(ii) 60% in the event that the Registration  Statement  becomes effective within
one hundred  and twenty  days from the  Closing.  In  addition,  the Company has
granted the investors a security interest in substantially all of its assets and
intellectual  property as well as  registration  rights.  In connection with the
Securities  Purchase  Agreement,  the Company issued to the Investors seven year
warrants to purchase  50,000,000 shares of our common stock at an exercise price
of $.01.

Going Concern
-------------

     As reflected in the Company's  Financial  Statements  which  accompany this
report,  our  consolidated  financial  statements  have been prepared on a going
concern basis,  which contemplates the realization of assets and liabilities and
commitments  in the  normal  course of  business.  In the near  term,  we expect
operating  costs to continue to exceed funds  generated  from  operations.  As a
result,  we expect to  continue  to incur  operating  losses and we may not have
sufficient  funds to grow our  business in the future.  We can give no assurance
that we will  achieve  profitability  or be  capable  of  sustaining  profitable
operations.  As a result, operations in the near future are expected to continue
to use working capital.

     To  successfully  grow the  individual  segments of the  business,  we must
decrease our cash burn rate,  improve our cash  position and the revenue base of
each segment,  and succeed in our ability to raise additional  capital through a
combination  of  public  or  private  debt and  equity  offerings  or  strategic
alliances. We also depend on certain third party contractors and our executives.

     As of  December  31,  2003,  we  had  total  assets  of  $4,166  and  total
liabilities of $1,149,201  creating a working capital  deficiency of $1,147,233.
The Company currently has  approximately  $1,968 in cash and cash equivalents as
of December 31, 2003. We incurred a net loss of  $2,995,657  for the fiscal year
ended  December 31, 2003,  and have an  accumulated  deficit of  $17,949,493  at
December  31, 2003.  Management  recognizes  that the Company  must  generate or
obtain additional capital to enable it to continue operations.

Critical Accounting Policies
----------------------------

     Our financial statements and related public financial information are based
on the  application of accounting  principles  generally  accepted in the United
States ("GAAP"). GAAP requires the use of estimates; assumptions,  judgments and
subjective  interpretations of accounting  principles that have an impact on the
assets,  liabilities  revenue and expense amounts reported.  These estimates can
also affect  supplemental  information  contained  in our  external  disclosures
including information regarding contingencies,  risk and financial condition. We
believe our use of estimates and  underlying  accounting  assumptions  adhere to
GAAP and are consistently and conservatively  applied.  We base our estimates on
historical  experience  and on various other  assumptions  that we believe to be
reasonable under the  circumstances.  Actual results may differ  materially from
these  estimates  under  different  assumptions  or  conditions.  We continue to
monitor  significant  estimates  made during the  preparation  of our  financial
statements.

     Our  significant   accounting   policies  are  summarized  in  the  summary
"Background  and Significant  Accounting  Policies"  accompanying  our financial
statements. While all these significant accounting policies impact our financial
condition  and  results of  operations,  we view  certain of these  policies  as
critical.  Policies  determined to be critical are those  policies that have the
most significant  impact on our financial  statements and require  management to
use a greater degree of judgment and  estimates.  Actual results may differ from
those  estimates.   Our  management   believes  that  given  current  facts  and
circumstances,  it is unlikely that applying any other  reasonable  judgments or
estimate  methodologies  would  cause  effect  on our  consolidated  results  of
operations,  financial  position or liquidity for the periods  presented in this
report.

Off-Balance Sheet Arrangements
------------------------------

     We have no off-balance sheet arrangements.

Item 7A.     Quantitative and Qualitative Disclosures About Market Risk.

     Market Risk

     EduLink's  exposure to market risk is principally  confined to cash in bank
and money market accounts,  which have short maturities and therefore we believe
to be minimal and immaterial market risk.

Item 8.      Financial Statements and Supplementary Data.



                                       25
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



  To the Board of Directors and Stockholders
  Edulink, Inc.
  (A Development Stage Company)
  Santa Monica, California

We have audited the accompanying  balance sheet of Edulink,  Inc. as of December
31, 2003 and the related statements of operations,  stockholders'  deficit,  and
cash flows for the year ended  December 31, 2003 and the period from January 25,
1996  (inception)  through  December 31, 2003. The financial  statements for the
period January 25, 1996  (inception)  through December 31, 2002, were audited by
other auditors whose reports expressed unqualified opinions on those statements.
The financial  statements  for the period January 25, 1996  (inception)  through
December 31, 2002,  include total  revenues and net loss of $0 and  $14,953,836,
respectively.  Our  opinion  on  the  statements  of  operations,  stockholders'
deficit,  and cash flows for the period  January  25, 1996  (inception)  through
December 31, 2003,  insofar as it relates to amounts for prior  periods  through
December  31,  2002,  is based  solely on the  report of other  auditors.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform an audit to obtain reasonable  assurance about whether the financial
statements are free of material misstatement.  An audit also includes examining,
on a  test  basis,  evidence  supporting  the  amounts  and  disclosures  in the
financial  statements,  assessing the accounting principles used and significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement  presentation.  We believe that our audit provides a reasonable  basis
for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial  position of Edulink,  Inc. as of December
31,  2003 and the  results  of  operations  and cash  flows  for the year  ended
December  31, 2003 and the period from  January  25,  1996  (inception)  through
December 31, 2003, in conformity with accounting  principles  generally accepted
in the United States of America.

The accompanying  financial statements have been prepared assuming that Edulink,
Inc. will continue as a going  concern.  As discussed in Note 2 to the financial
statements,  Edulink,  Inc. suffered  recurring losses from operations and has a
working capital deficiency,  which raises substantial doubt about its ability to
continue as a going concern. Management's plans regarding those matters also are
described in Note 2. The  financial  statements  do not include any  adjustments
that might result from the outcome of this uncertainty.


Malone & Bailey, PC
www.malone-bailey.com
Houston, Texas

27 September, 2006


                                       F-1
<PAGE>
                     SINGER LEWAK GREENBAUM & GOLDSTEIN LLP
             Certified Public Accountants & Management Consultants


                          INDEPENDENT AUDITOR'S REPORT


Board of Directors and Shareholders
EduLink, Inc.,
dba The Learning Priority

We have  audited  the  accompanying  balance  sheet of  EduLink,  Inc.,  dba The
Learning Priority (a development stage company) as of December 31, 2002, and the
related statements of operations and cash flows for each of the two years in the
period ended December 31, 2002, and the statement of  stockholders'  deficit for
the period January 25, 1996  (Inception) to December 31, 2002.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of EduLink, Inc., dba The Learning
Priority as of December 31, 2002, and the results of its operations and its cash
flows  for each of the two years in the  period  ended  December  31,  2002,  in
conformity with accounting principles generally accepted in the United States of
America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going  concern.  During the years ended  December 31,
2002,  and 2001,  the Company  incurred  net losses of $918,398  and  $2,844,647
respectively  and had net cash used in  operating  activities  of  $442,734  and
$2,831,871  respectively,  In addition,  the Company's  accumulated  deficit was
$14,953,836 as of December 31, 2002. . These factors, among others, as discussed
in  Note 2 to the  financial  statements,  raise  substantial  doubt  about  the
Company's ability to continue as a going concern.  Management's  plans in regard
to these matters are also  described in Note 2. The financial  statements do not
include any adjustments that might result from the outcome of this uncertainty.



/s/ SINGER LEWAK GREENBAUM & GOLDSTEIN LLP
------------------------------------------
SINGER LEWAK GREENBAUM & GOLDSTEIN LLP


Los Angeles, California
March 26, 2003


                                      F-2
<PAGE>

                                  EDULINK, INC.
                          (a development stage company)
                                  BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                                December 31,       December 31,
                                                                                   2003               2002
                                                                               ------------        ------------
<S>                                                                                 <C>                  <C>
                                      ASSETS

Current Assets:
Cash                                                                           $      1,968        $        917
Prepaid assets                                                                            -              25,000
                                                                               ------------        ------------

                               TOTAL CURRENT ASSETS                                   1,968              25,917

Property and equipment, net                                                               -              18,572
Deposits                                                                              2,198               2,198
                                                                               ------------        ------------

                                   TOTAL ASSETS                                $      4,166        $     46,687
                                                                               ============        ============


                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities:
Accounts payable and accrued expenses                                          $    562,777        $    645,872
Compensation payable                                                                404,954             229,954
Bridge notes payable                                                                      -             350,000
Loan payable                                                                         12,150                   -
Due to related party                                                                 68,500             108,500
Accrued interest                                                                        820              94,958
Stock payable                                                                       100,000                   -
                                                                               ------------        ------------

TOTAL CURRENT LIABILITIES                                                         1,149,201           1,429,284
                                                                               ------------        ------------

Stockholders' Deficit
Common stock, par value $0.001, 1,500,000,000 shares authorized,
           1,093,695,100 and 821,695,100 shares issued and outstanding            1,093,695             821,695
Shares committed to be issued                                                             -             100,000
Additional paid-in capital                                                       15,710,763          12,649,544
Deficit accumulated during the development stage                                (17,949,493)        (14,953,836)
                                                                               ------------        ------------

Total Stockholders' Deficit                                                      (1,145,035)         (1,382,597)
                                                                               ------------        ------------

                   TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                 $      4,166        $     46,687
                                                                               ============        ============

                 See accompanying summary of accounting policies
                       and notes to financial statements
</TABLE>

                                       F-3
<PAGE>
<TABLE>
<CAPTION>
                                  EDULINK, INC.
                          (a development stage company)
                            STATEMENTS OF OPERATIONS
    Years Ended December 31, 2003, 2002 and 2001 and the Period from January
                 25, 1996 (Inception) through December 31, 2003


                                                                                                                 Inception
                                                                                                                  through
                                                       2003                 2002               2001                2003
                                              ------------------------------------------------------------------------------
<S>                                              <C>                   <C>                 <C>                <C>
License Fee Income                               $        50,000       $          -        $          -       $      50,000

Selling, general and administrative                    2,747,183            918,528           2,869,439          17,845,258
Impairment of property and equipment                      18,572                  -                   -              18,572
Interest expense                                         355,166                  -                   -             355,166
Interest income                                                -               (130)            (24,792)           (144,239)
Forgiveness of debt                                      (75,264)                 -                   -             (75,264)

                                              ------------------------------------------------------------------------------
NET LOSS                                         $    (2,995,657)      $   (918,398)       $ (2,844,647)      $ (17,949,493)
                                              ==============================================================================

BASIC AND DILUTED LOSS
PER SHARE                                                 ($0.00)            ($0.00)             ($0.00)            N/A
WEIGHTED-AVERAGE SHARES OUTSTANDING                  894,948,681        821,695,100         809,318,480             N/A


                 See accompanying summary of accounting policies
                       and notes to financial statements
</TABLE>

                                       F-4
<PAGE>
                                  EDULINK, INC.
                          (a development stage company)
         STATEMENT OF STOCKHOLDERS' DEFICIT January 25, 1996 (Inception)
                            through December 31, 2003


<TABLE>
<CAPTION>

                                                                            Shares
                                                       Common Stock        Committed   Additional
                                                --------------------------   to be      Paid in         Accumulated
                                                    Shares        Par       Issued      Capital      Deficit      Total
                                                ----------------------------------------------------------------------------

<S>                                               <C>             <C>         <C>        <C>        <C>            <C>
Sale of common stock for cash                     28,302,353      $528,302  $       -    $ 594,575  $          -    $622,877
Shares issued to founders                        233,280,000       233,280   (233,280)           -             -           -
Shares issued for services                       101,774,118       101,774          -      (36,774)            -      65,000
Net loss                                                   -             -          -            -      (479,267    (479,267)
                                                ----------------------------------------------------------------------------

Balance, December 31, 1996                       363,356,471       363,356          -      324,521      (479,267)    208,610
Sale of common stock for cash                     17,152,942        17,153          -      410,968             -     428,121
Shares issued for conversion of notes payable      6,003,529         6,004          -      172,375             -     178,379
Shares issued for services                         2,287,058         2,287          -        2,713             -       5,000
Net loss                                                                 -          -            -    (2,091,226) (2,091,226)
                                                ----------------------------------------------------------------------------

Balance, December 31, 1997                       388,800,000       388,800          -      910,577    (2,570,493) (1,271,116)
Net loss                                                   -             -          -   (1,040,237)   (1,040,237)
                                                ----------------------------------------------------------------------------

Balance, December 31, 1998                       388,800,000       388,800          -      910,577    (3,610,730) (2,311,353)
Acquisition of URREA Enterprises, Inc.           259,022,500       259,023   (259,023)           -             -
Loan from shareholder contributed to capital               -             -          -      140,403             -     140,403
Common stock subscription received                         -             -    100,000            -             -     100,000
Common stock to be issued for settlement
 of dispute                                                -             -    571,750            -             -     571,750
Compensation waived by officers                            -             -          -      130,000             -     130,000
Net loss                                                   -             -          -            -      (153,956)   (153,956)
                                                ----------------------------------------------------------------------------

Balance, December 31, 1999                       647,822,500       647,823    671,750      921,957    (3,764,686) (1,523,156)
Common stock issued for subscription received      2,000,000         2,000   (100,000)      98,000             -           -
Sale of common stock for cash                    148,300,000       148,300  7,140,450    7,288,750
Warrants issued to officers                                -             -  3,082,500    3,082,500
Options issued to officers                                 -             -          -       87,983             -      87,983
Shares issued for conversion of notes payable      2,480,000         2,480          -      121,520             -     124,000
Common stock canceled                               (725,000)         (725)         -      (24,275)            -     (25,000)
Common stock subscription received                         -             -    100,000            -             -     100,000
Shares issued for services                           100,000           100     (5,000)       4,900             -           -
Change in settlement of dispute                            -      (566,750)         -     (566,750)
Net loss                                                   -             -          -   (7,426,105)   (7,426,105)
                                                ----------------------------------------------------------------------------

Balance, December 31, 2000                       799,977,500       799,978    100,000   11,433,035   (11,190,791)  1,142,222
Common stock issued for subscription received      2,000,000         2,000   (100,000)      98,000             -           -
Sale of common stock for cash                     14,000,000        14,000          -      686,000             -     700,000
Common stock subscription received                         -             -    100,000           -              -     100,000
Common stock issued on exercise of warrants        5,717,600         5,718          -        6,861             -      12,579
Options issued to officers                                 -             -          -      150,823             -     150,823
Options issued for services                                -             -          -       10,000             -      10,000
Debt discount                                              -             -          -       47,800             -      47,800
Net loss                                                   -             -          -   (2,844,647)   (2,844,647)
                                                ----------------------------------------------------------------------------

Balance, December 31, 2001                       821,695,100       821,696    100,000   12,432,519    (14,035,438)  (681,223)
Warrants issued as interest expense for notes
  payable                                                  -             -          -       81,818             -      81,818
Options issued to officers                                 -             -          -       37,706             -      37,706
Compensation waived by officers                            -             -          -       97,500             -      97,500
Net loss                                                   -             -          -            -      (918,398)   (918,398)
                                                ----------------------------------------------------------------------------

Balance, December 31, 2002                       821,695,100       821,696    100,000   12,649,543   (14,953,836) (1,382,597)
Subscription received reclassified to liability            -             -   (100,000)           -             -    (100,000)
Options issued to officers                                 -             -          -       82,644             -      82,644
Shares issued for services                       150,450,000       150,450          -    2,151,775             -   2,302,225
Shares issued for conversion of notes payable
  and accrued interest                            67,830,000        67,830          -     410,824              -     478,654
Shares issued as additional consideration
  on conversion of notes payable
  and accrued interest                            51,170,000        51,170          -     303,176              -     354,346
Common stock issued on exercise of options         2,550,000         2,550          -      15,300              -      17,850
Compensation waived by officers 2003                       -             -          -      97,500              -      97,500
Net loss                                                   -             -          -           -     (2,995,657) (2,995,657)
                                                ----------------------------------------------------------------------------

Balance, December 31, 2003                     1,093,695,100    $1,093,696  $       - $15,710,762   $(17,949,493)$(1,145,035)
                                                ============================================================================
</TABLE>

               See accompanying summary of accounting policies and
                         notes to financial statements


                                       F-5
<PAGE>
<TABLE>
<CAPTION>
                                  EDULINK, INC.
                          (a development stage company)
                            STATEMENTS OF CASH FLOWS
        Years Ended December 31, 2003, 2002 and 2001 and the Period from
             January 25, 1996 (Inception) through December 31, 2003


                                                                                                               Inception
                                                                                                                through
                                                                   2003           2002           2001            2003
                                                              -------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                   <C>             <C>           <C>            <C>
Net loss                                                         $(2,995,657)    $ (918,398)   $(2,844,647)   $(17,949,493)
Adjustments to reconcile net loss to net cash used in
operating activities
Stock for services                                                 2,302,225              -              -       2,352,225
Additional stock issued under note conversion                        354,346              -              -         354,346
Option and warrant expense                                            82,644        119,524        160,823       3,530,974
Accretion of debt discount on loan payable                                 -              -         11,950          47,800
Forgiveness of debt                                                  (75,264)             -              -         (75,264)
Impairment of property and equipment                                  18,572              -              -          18,572
Compensation waived by officers                                            -              -              -         270,403
Changes in:
Prepaid expenses                                                      25,000          2,545         (2,120)         (2,198)
Accounts payable and accrued expenses                                201,685        353,595       (157,877)      1,272,469
                                                              -------------------------------------------------------------
Net cash used in operating activities                                (86,449)      (442,734)    (2,831,871)    (10,180,166)
                                                              -------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment                                         -              -            296         (18,572)
                                                              -------------------------------------------------------------
Net cash used in investing activities                                      -              -            296         (18,572)
                                                              -------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Common stock subscription received                                         -              -        100,000               -
Proceeds from sale of common stock, net of offering costs             17,850              -        712,579       9,370,177
Proceeds from issuance of bridge notes and other short-term notes pay107,500        340,500        100,000         923,000
Payments on bridge notes and other short-term notes payable          (37,850)             -              -         (92,471)
                                                              -------------------------------------------------------------
Net cash provided by financing activities                             87,500        340,500        912,579      10,200,706
                                                              -------------------------------------------------------------

Net change in cash                                                     1,051       (102,234)    (1,918,996)          1,968

CASH, BEGINNING OF PERIOD                                                917        103,151      2,022,147               -
                                                              -------------------------------------------------------------

CASH, END OF PERIOD                                                  $ 1,968          $ 917      $ 103,151         $ 1,968
                                                              =============================================================

NON-CASH TRANSACTIONS
Conversion of notes and accrued interest to common stock           $ 478,654            $ -            $ -       $ 781,033
Contribution of accrued compensation to officers to additional
paid in capital                                                       97,500              -              -          97,500
Discount on debt                                                           -              -         47,800          47,800

                See accompanying summary of accounting policies
                       and notes to financial statements

</TABLE>
                                       F-6

<PAGE>
                                  EDULINK, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF ACCOUNTING POLICIES

URREA Enterprises, Inc. was incorporated in California on January 5, 1994.

Edulink entered into a reorganization  with an inactive  publicly-traded  Nevada
corporation,  URREA  Enterprises,  Inc.  (URREA) on October  28,  1999.  In this
transaction, URREA issued 388,800,000 shares to Edulink shareholders in exchange
for  100%  of  the  outstanding   Edulink  stock.   Immediately  prior  to  this
transaction,   URREA  had  259,022,500  shares   outstanding.   Because  Edulink
shareholders ended up with more than half the resulting total stock outstanding,
this  transaction  is accounted for as a  recapitalization  of Edulink.  Edulink
disappeared as a separate entity and URREA was renamed Edulink.

Estimates. The preparation of financial statements in conformity with accounting
principles   generally  accepted  in  the  United  States  of  America  requires
management to make estimates and assumptions that affect the reported amounts of
assets,  liabilities,  revenues  and  expenses,  as  well as  certain  financial
statement  disclosures.   While  management  believes  that  the  estimates  and
assumptions used in the preparation of the financial statements are appropriate,
actual results could differ from these estimates.

Reclassifications. Certain amounts from 2002 and 2001 have been reclassified to
conform with the current year presentation.

Cash Equivalents.  Highly liquid  investments with original  maturities of three
months or less are considered cash equivalents.

Revenue  Recognition.  Edulink recognizes revenue when persuasive evidence of an
arrangement  exists,  services have been  rendered,  the sales price is fixed or
determinable,  and collectibility is reasonably  assured.  This typically occurs
upon delivery of the services or finished  products.  Edulink's sole revenues in
2003 were a non-recurring license fee of $50,000.

Income Taxes.  U.S. and foreign income tax expense is based on reported earnings
before  income  taxes.  Deferred  income  taxes  reflect the impact of temporary
differences  between assets and liabilities  recognized for financial  reporting
purposes  and such  amounts  recognized  for tax  purposes,  and are measured by
applying  enacted  tax rates in effect  in years in which  the  differences  are
expected to reverse.

Stock  Compensation.  Edulink  issues stock as  compensation  to  employees  and
outside consultants for services rendered. These shares are recorded at the fair
value of the stock as measured on the date or dates the services were rendered.

Edulink adopted the disclosure requirements of Financial Accounting Standard No.
123,  Accounting for Stock-Based  Compensation (FAS No. 123) with respect to pro
forma disclosure of compensation expense for options issued. For purposes of the
pro forma  disclosures,  the fair value of each option grant is estimated on the
grant date using the Black-Scholes option-pricing model.

Edulink  applies APB No. 25 in  accounting  for its employee  stock option plans
and,  accordingly,  no  compensation  cost  has  been  recognized  in  Edulink's
financial statements for stock options under any of the stock plans which on the
date of grant the  exercise  price per share was equal to or  exceeded  the fair
value per share. However, compensation cost has been recognized for warrants and
options  granted to  non-employees  for services  provided.  The following table
illustrates the effect on net loss and net loss per share if Edulink had applied
the fair value provisions of FASB Statement No. 123,  Accounting for Stock-Based
Compensation, to stock-based employee compensation.

                                         2003          2002          2001
                                      -----------   -----------   -----------
      Net loss as reported            $(2,995,657)  $(918,398)    $(2,844,647)
      Pro forma net loss              $(2,995,657)  $(918,398)    $(2,844,647)
      Basic and diluted net loss
        per common share:
        As reported                   $         -   $       -     $         -
        Pro forma                               -           -               -

Basic and  diluted  net loss per  share.  Basic and  diluted  net loss per share
calculations  are presented in accordance  with Financial  Accounting  Standards
Statement 128, and are calculated on the basis of the weighted average number of
common shares  outstanding  during the year. They include the dilutive effect of
common stock  equivalents  in years with net income.  Basic and diluted loss per
share are the same due to the absence of common stock equivalents.

Software  Development  Costs.  Development  costs  incurred in the  research and
development   of  new  software   products   are  expensed  as  incurred   until
technological  feasibility in the form of a working model has been  established.
To date,  Edulink has not  completed  its software  development  to the point of
technological feasibility, and accordingly, no costs have been capitalized.

Impairment  of  Long-Lived  Assets.  Edulink  reviews the carrying  value of its
long-lived  assets  annually  or  whenever  events or changes  in  circumstances
indicate that the  historical  cost-carrying  value of an asset may no longer be
appropriate.  Edulink assesses recoverability of the carrying value of the asset
by  estimating  the  future net cash flows  expected  to result  from the asset,
including eventual  disposition.  If the future net cash flows are less than the
carrying  value  of the  asset,  an  impairment  loss is  recorded  equal to the
difference  between the asset's  carrying value and fair value.  In 2003 Edulink
determined  the  remaining  property  and  equipment  was  impaired and recorded
impairment expense of $18,572.

                                       F-7
<PAGE>

Recent  Accounting  Pronouncements.  Edulink  does not  expect the  adoption  of
recently issued accounting  pronouncements  to have a significant  impact on its
results of operations, financial position or cash flow.


NOTE 2 - GOING CONCERN

As shown in the accompanying  financial  statements,  Edulink incurred recurring
net losses of,  respectively,  has an accumulated  deficit of $17,949,493  and a
working capital deficit  ofDecember 31, 2003. These conditions raise substantial
doubt as to  Edulink's  ability to continue as a going  concern.  Management  is
seeking  merger  candidates.   The  financial  statements  do  not  include  any
adjustments  that might be necessary if Edulink is unable to continue as a going
concern.


NOTE 3 - NOTES PAYABLE

During December 2001, Edulink obtained a loan for $350,000 to be received in two
installments.  The first  installment  of $100,000  was  received on December 5,
2001.  The second  installment  of $250,000 was received on January 5, 2002. The
note  carried  interest at 10% (annual  percentage  rate  10.47%) and matured on
March 31,  2002,  but the  maturity  date was orally  extended  by the lender to
August 31, 2002. Edulink as of December 31, 2002 was in loan default.  The loans
were  converted  in 2003,  together  with  $128,654  in accrued  interest,  into
119,000,000  common  shares  valued at  $833,000.  The $354,346  difference  was
recorded as additional interest expense.

The lender was also  assigned an  aggregate of  6,000,000  existing  warrants to
purchase  shares of Edulink's  common stock at an exercise  price of $0.0022 per
share.

The proceeds of the $250,000 loan were allocated between the note payable and
the warrants based on their relative fair value. The resulting interest is being
amortized over the term of the loan.


NOTE 4 - INCOME TAXES

Income  taxes  are not due since  Edulink  has  losses  since  inception.  Since
inception,  Edulink has approximately  $9,300,000 in net operating losses, which
expire in the years 2019 through 2023.

The components of deferred taxes are as follows:

                                                 2003       2002
                                             ----------- -----------
   Deferred tax assets
     Net operating loss carryforwards        $ 3,160,000 $ 3,073,000
     Software development costs
     capitalized for tax purposes              2,889,000   2,889,000
     Less:  valuation allowance               (6,049,000) (5,962,000)
                                             ----------- -----------
   Net deferred tax assets                   $         0 $         0
                                             =========== ===========

                                       F-8
<PAGE>

NOTE 5 - COMMON STOCK

Since inception, Edulink issued the following shares valued at the market prices
shown as representing fair value on the dates issued:

1996     233,280,000 shares       - to founders                 $.000 per share
         101,774,118              - for services                 .001
          28,302,353              - for cash                     .022
1997      17,152,942              - for cash                     .025
           2,287,058              - for services                 .002
           6,003,529              - for note conversion          .030
1999     259,022,500              - reverse merger                  -
2000     150,300,000              - for cash                     .049
             100,000              - for services                 .050
           2,480,000              - for note conversion          .050
            (725,000)             - stock canceled                  -
2001      14,000,000              - for cash                     .050
           2,000,000              - for cash                     .050
           5,717,600              - for options exercise         .002
2003       2,550,000              - for options exercise         .007
         150,450,000              - for services                 .010
         119,000,000              - for note conversion          .007
       -------------
       1,093,695,100 total shares issued through December 31, 2003
       =============


NOTE 6 - STOCK OPTIONS AND WARRANTS

Common Stock Warrants

During the year ended December 31, 2001,  5,717,600  warrants were exercised and
744,744  warrants  issued  expired and were  canceled.  No warrants  were issued
during the year ended December 31, 2001.

No warrants were issued,  expired or exercised,  during the years ended December
31, 2002 and 2003.

Summary information regarding warrants is as follows:

                                                                      Warrants
                                                                   -------------
Outstanding at December 31, 2000                                    233,850,882

Year ended:December 31, 2001
  Exercised                                                          (5,717,600)
  Cancelled                                                            (744,744)
                                                                   -------------
Outstanding at December 31, 2001                                    227,388,538

Year ended:  December 31, 2002
  No activity

Outstanding at December 31, 2002
                                                                   -------------
Year ended: December 31, 2003                                       227,388,538
  No activity
                                                                   -------------

Outstanding at December 31, 2003                                    227,338,538
                                                                   =============


                                       F-9
<PAGE>

Warrants outstanding and exercisable as of December 31, 2003:



                                                             Weighted-
                                                              Average
                                                             Exercise
                                              Weighted-      Price of
                                              Average        Warrants
               Stock          Stock           Remaining    Outstanding
Exercise      Warrants       Warrants       Contractual        and
 Price      Outstanding     Exercisable         Life       Exercisable
-----------------------------------------------------------------------

$0.0022     179,646,185     166,373,069     1.25 years     $0.0022
$0.0100       1,143,529       1,143,529     1.00 years     $0.0100
$0.0350      46,598,824      46,598,824     1.06 years     $0.0350
           -------------   -------------
            227,388,538     214,115,422
           =============   =============


Options

During the year ended  December 31, 2001,  4,000,000  options valued at $150,823
were granted and 17,152,920 options were canceled.

No options were granted,  expired or exercised,  during the year ended  December
31, 2002.

During the year ended  December  31,  2003,  2,550,000  options were granted and
exercised. No options expired during the year ended December 31, 2003.

Summary information regarding options is as follows:

                                                                      Options
                                                                      ----------
Outstanding at December 31, 2000                                     17,152,920

Year ended: December 31, 2001
  Granted                                                             4,000,000
  Cancelled                                                         (17,152,920)
                                                                      ----------
Outstanding at December 31, 2001                                      4,000,000

Year ended: December 31, 2002
  No Activity
                                                                      ----------
Outstanding at December 31, 2002                                      4,000,000

Year ended: December 31, 2003
  Granted                                                             2,550,000
  Exercised                                                          (2,550,000)
                                                                      ---------
Outstanding at December 31, 2003                                      4,000,000
                                                                      ---------




                                      F-10
<PAGE>

Options outstanding and exercisable as of December 31, 2003:


                                                             Weighted-
                                                              Average
                                                             Exercise
                                              Weighted-      Price of
                                              Average        Warrants
               Stock          Stock           Remaining    Outstanding
Exercise      Warrants       Warrants       Contractual        and
 Price      Outstanding     Exercisable         Life       Exercisable
-----------------------------------------------------------------------

$0.0250       3,000,000       3,000,000     3.88 years     $0.0250
$0.2500       1,000,000       1,000,000     3.67 years     $0.2500
           -------------   -------------
              4,000,000       4,000,000
           =============   =============

The fair value of these  options  was  estimated  at the date of grant using the
minimum value method with the  following  weighted-average  assumptions  for the
year ended December 31, 2001:  dividend yield of 0%, risk-free  interest rate of
2%, and expected life of four months.  The  weighted-average  exercise price was
$0.05 at December 31, 2001.

The  weighted-average  fair value of the  options  issued  during the year ended
December 31, 2001 was $0.01.

Compensation expense for 2003, 2002 and 2001 was $82,644, $37,706 and $150,823,
respectively.


NOTE 7 - DEBT FORGIVENESS

Edulink's  legal  counsel  determined  that third party  collection  attempts on
certain  accounts  payable  are barred by  California's  Statute  of  Limitation
because of their  age,  lack of prior  collection  attempts  and the  absence of
agreement by Edulink to extend their due dates. $75,264 of accounts payable were
written off to debt forgiveness income in the year ended December 31, 2003.


NOTE 8 - SUMMARIZED QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

Summary data relating to the results of operations  for each quarter of the year
ended December 31, 2003 is as follows:

<TABLE>
<CAPTION>
                                                                Three Months Ended
                                         March 31,          June 30,         September 30,       December 31,
                                          2003               2003              2003                 2003
                                        ----------         ----------       -----------          ---------
<S>                                     <C>                    <C>              <C>                  <C>
License fee income                      $        0         $   25,000       $   25,000           $        0

Selling, general
   and administrative                      160,259            134,342          167,763            2,284,819
Impairment of property
   and equipment                                 0                  0                0               18,572
Interest expense                                 0                  0                0              355,166
Forgiveness of debt                              0                  0                0              (75,264)
                                        ----------         ----------       ----------          -----------
Net loss                                $ (160,259)        $ (109,342)      $ (142,763)         $(2,583,293)
                                        ==========         ==========       ==========          ===========
Basic and diluted loss
   per share                                ($0.00)            ($0.00)           ($0.00)             ($0.00)
Weighted average shares
   outstanding                         821,695,100        842,195,097       904,236,482       1,063,795,643
</TABLE>

                                      F-11
<PAGE>
NOTE 9 - COMMITMENTS AND CONTINGENCIES

Lease

Edulink  co-leased  its facility  under an  operating  lease  agreement  with an
unrelated  third party,  which expired in November  2002,  but was extended on a
month to month basis through  December 31, 2002.  Rent expense was $30,491,  and
$62,067 for the years ended December 31, 2002, and 2001, respectively.

Since  2002,  Edulink's  principal  office has been in the  office of  Edulink's
president pursuant to a verbal agreement on a rent-free month-to-month basis.


Employment Agreement

In September 1999, Edulink entered into five-year  employment contracts with its
President,  Chief Executive Officer, and Senior Vice President that provided for
a minimum annual salary,  incentives,  and bonuses, which are based on Edulink's
attainment of specified  levels of sales and earnings.  The annual  salaries for
the three officers are $150,000, $150,000, and $90,000, respectively.

In June 2003, the annual salary for the Chief  Executive  Officer was reduced to
$30,000.  During the year ended  December  31, 2003,  $350,000 in salaries  were
accrued.

In May 2004,  the  employment  contracts  with the  President  and  Senior  Vice
President were terminated and in September 2004 the employment contract with the
Chief Executive Officer was terminated.


NOTE 10 - SUBSEQUENT EVENTS (Unaudited)

On August 11, 2006 Edulink acquired all of the outstanding capital stock of Mega
Media Group,  Inc., a New York Corporation  ("MMG") in exchange for the issuance
to the MMG Shareholders, upon the increase in the authorized capital stock, of a
total number of shares of Edulink common stock, which will represent, and equate
to,  90%  of  Edulink's   issued  and  outstanding   common  stock.  As  further
consideration for the acquisition,  on the Closing Date, Edulink obtained from a
majority of its  shareholders  duly executed  irrevocable  proxies to vote their
shares  for a period of 120 days or until such time as 90% of  EduLink's  shares
are  issued  to  the  MMG  Shareholders,  and  delivered  them  to MMG  and  its
shareholders,   along  with  the  aforementioned   EduLink  shareholders'  share
certificates to be held in escrow.  Upon the closing of the Merger, MMG became a
wholly-owned  subsidiary of Edulink. Upon the increase in the authorized capital
stock,  and issuance to the MMG  Shareholders of 90% of the  outstanding  common
stock,  the  former  stockholders  of  Edulink  will own 10% of the  issued  and
outstanding Common Stock of EduLink.  The transaction will be accounted for as a
reverse acquisition.

On August 18, 2006,  Edulink entered into a Securities  Purchase  Agreement (the
"Securities  Purchase  Agreement") with New Millennium Capital Partners II, LLC,
AJW  Qualified  Partners,   LLC,  AJW  Offshore,  Ltd.  and  AJW  Partners,  LLC
(collectively,  the  "Investors").  Under the terms of the  Securities  Purchase
Agreement,  the Investors  purchased an aggregate of (i)  $1,500,000 in callable
convertible secured notes (the "Notes") and (ii) warrants to purchase 50,000,000
shares of Edulink common stock (the "Warrants").

                                      F-12
<PAGE>

Pursuant to the Securities Purchase  Agreement,  the Investors will purchase the
Notes and Warrants in three tranches as set forth below:

1.   At closing on August 21, 2006  ("Closing"),  the Investors  purchased Notes
     aggregating  $200,000 and Warrants to purchase 50,000,000 shares of Edulink
     common stock;

2.   Upon Edulink  being  re-listed on the OTCBB,  the  Investors  will purchase
     Notes aggregating $300,000; and,

3.   Upon the  filing of a  registration  statement  registering  the  shares of
     common stock underlying the Notes ("Registration Statement"), the Investors
     will purchase Notes aggregating $400,000; and,

4.   Upon  effectiveness  of the  Registration  Statement,  the  Investors  will
     purchase Notes aggregating $600,000.

The Notes carry an interest  rate of 6% per annum and a maturity  date of August
18, 2009. The notes are convertible into Edulink common shares at the Applicable
Percentage  of the average of the lowest  three (3)  trading  prices for Edulink
shares of common  stock  during  the twenty  (20)  trading  day period  prior to
conversion.  The "Applicable Percentage" means 50%; provided,  however, that the
Applicable  Percentage  shall  be  increased  to (i)  55% in  the  event  that a
Registration  Statement is filed within  thirty days of the closing and (ii) 60%
in the event  that the  Registration  Statement  becomes  effective  within  one
hundred and twenty days from the Closing.

At Edulink's option,  Edulink may prepay the Notes in the event that no event of
default exists, there are a sufficient number of shares available for conversion
of the Notes and the market price is at or below $.25 per share. In addition, in
the event that the average daily price of the common  stock,  as reported by the
reporting service, for each day of the month ending on any determination date is
below $.25, Edulink may prepay a portion of the outstanding  principal amount of
the Notes equal to 101% of the  principal  amount  hereof  divided by thirty-six
(36)  plus  one  month's  interest.  Exercise  of  this  option  will  stay  all
conversions for the following  month.  The full principal amount of the Notes is
due upon default under the terms of Notes. In addition,  Edulink has granted the
investors  a  security   interest  in  substantially   all  of  its  assets  and
intellectual property as well as registration rights.

Edulink  simultaneously  issued to the Investors seven year warrants to purchase
50,000,000  shares of Edulink  common  stock at an exercise  price of $.01.  The
Investors  have  contractually  agreed to restrict  their ability to convert the
Notes and exercise the  Warrants  and receive  shares of Edulink's  common stock
such that the number of shares of the  Company's  common  stock held by them and
their  affiliates after such conversion or exercise does not exceed 4.99% of the
then  issued  and  outstanding  shares of  Edulink's  common  stock.  Edulink is
committed to filing an SB-2  Registration  Statement with the SEC within 45 days
from the Closing  Date.  Edulink will receive the second  tranche of the funding
when the SB-2 is filed  with the SEC and the  third  and  final  tranche  of the
funding  when the SB-2 is  declared  effective  by the SEC.  There  are  penalty
provisions for Edulink should the filing not become effective within 135 days of
the Closing Date. The notes are secured by all of Edulink's assets to the extent
of the outstanding note.


                                      F-13
<PAGE>
Item 9.     Changes In and  Disagreements With  Accountants on  Accounting and
            Financial Disclosure.

         None.

Item 9A.     Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

     Based on  their  evaluation  as of the end of the  period  covered  by this
Annual  Report on Form 10-K,  our Chief  Executive  Officer and Chief  Financial
Officer have concluded  that our disclosure  controls and procedures (as defined
in Rules  13a-15(e) and  15d-15(e)  under the Exchange Act) are not effective to
ensure that  information  required to be disclosed by us in reports that we file
or submit under the Exchange Act is recorded, processed, summarized and reported
within the time periods  specified in the Securities  and Exchange  Commission's
rules and forms.  This was the result of  communication  from the Securities and
Exchange Commission whereby management  identified several filings which need to
be filed which the Company is in the process of doing.

Changes in Internal Controls

     There were no changes in our internal controls during this annual period.

Item 9B.     Other Information.

     None.


                                       26
<PAGE>

                                    PART III

Item 10      Directors and Executive Officers of the Registrant.

Directors and Executive Officers of the Registrant

     Information regarding our directors and executive officers as of December
31, 2003 is set forth below. Each officer's term of office will expire at the
first Board of Directors meeting held after our next annual meeting of
stockholders. There is no arrangement or understanding between any of the
executive officers or any other person pursuant to which such executive officer
was selected for the office held. Ronald Rescigno, Co-chair of the Board of
Directors and President of EduLink, is the father of Ian Rescigno, EduLink's
Senior Vice-President - Operations. The following table sets forth information
regarding EduLink's directors and executive officers:

           NAME                AGE      POSITION
           ----                ---      --------
      Michael Rosenfeld        62      Co-Chairman of the Board of Directors and
                                       Chief Executive Officer

      Ronald Rescigno          69      Co-Chairman of the Board of Directors and
                                       President
      Dorothy Tucker           54      Senior Vice President - Operations
      Shawn Gross              32      Director

     MICHAEL  ROSENFELD is Co-Chairman and Chief  Executive  Officer of EduLink.
Mr.  Rosenfeld  has  spent   approximately  the  last  thirty  years  practicing
entertainment  law  with an  emphasis  on the  music  recording  and  publishing
industry.  Mr. Rosenfeld  formerly was of counsel to Rosenfeld,  Meyer & Susman,
LP, an entertainment  law firm with offices in Beverly Hills,  California,  from
January 1995 through  December  1997.  He has been Chief  Executive  Officer and
Co-Chairman  of the Board of Directors of EduLink since January 1998 and devotes
substantially all his working time and energies on the business of EduLink.  Mr.
Rosenfeld  received  his  Bachelors  of Arts degree  from UCLA in 1964,  and his
L.L.B. from UCLA in 1967, where he was a member of the UCLA Law Review.



                                       27
<PAGE>

     RONALD R. RESCIGNO, Ed.D., D.H.L., Co-Chairman and President,  EduLink Inc.
Effective  January 1997, Dr. Rescigno retired as a public school  superintendent
in California.  Dr.  Rescigno  served in the public schools of the United States
for 39 years, 17 as a school superintendent.  Dr. Rescigno was Superintendent of
the  Hueneme  School  district  located in Port  Hueneme,  California  from 1983
through 1996. Since January 1997 Dr. Rescigno has been President and Co-Chairman
of the Board of Directors of EduLink.  Dr.  Rescigno holds two  doctorates;  the
degree of Doctor of Humane Letters (honoris causa) awarded by Wilkes University,
Wilkes-Barre,  Pennsylvania,  in 1989  for  his  international  work in  student
learning and the  integration of computer  networked  technology and a Doctor of
Education degree awarded by the University of North Colorado,  Greeley, Colorado
in 1978.  Dr.  Rescigno  received  his  Bachelor  of Science  degree from Wilkes
College,  Wilkes-Barre,  Pennsylvania  in 1958 and a Master of Arts  degree from
Columbia  University,  New York, New York, in 1967. He is the author of the book
Smarter Classrooms - Smarter World and produced a video on the same subject.  He
is currently  working on a sequel to the above book describing his vision of the
cyberspace school - i.e., the proposed Smart Schoolhouse system.

     IAN RESCIGNO,  Vice  President -  Operations,  has  responsibilities  which
include video production,  content licensing and acquisition,  strategic content
partnerships,  project management. Mr. Rescigno was the founder and president of
Eco  International,  Inc.  ("Eco") from 1989 through December 1996. Mr. Rescigno
has been working for EduLink in varying  capacities  since January  1997.  After
graduating from UCLA in 1988, Mr. Rescigno  formed ECO  International,  Inc. ECO
established a training and consultancy  center in manufacturing  technologies in
Bulgaria  for the  purpose  of  improving  the  technological  capabilities  and
efficiency of the Bulgarian  industry  through the  accelerated  introduction of
computers in automation of manufacturing.  ECO conducted research to develop and
integrate  different elements of advanced  manufacturing  technologies,  such as
CAD/CAM,  FMS  cells,  industrial  robotics,  computerized  factory  management,
automated inventory and distribution systems.

     DOROTHY TUCKER,  Ph.D.,  is a Director of the Company.  Since January 1995,
Dr. Tucker has been  President of Dorothy M. Tucker,  Associates,  psychological
consultants to corporations and governmental agencies, including the Los Angeles
Police  Department  and General  Electric.  Dr.  Tucker  received  her Ph.D.  in
Psychology  from California  School of Professional  Psychology and her Ph.D. in
Counselor Education from Ohio State University. She currently serves as a member
of the California State Bar Board of Governors and the President's Task Force on
Urban Initiatives.

     SHAWN GROSS is a Director of the Company.  Mr. Gross was, until he resigned
in the fourth Quarter of 2002, the Corporate Manager for Strategic  Alliances at
Sun Microsystems'  Global Education and Research  division,  where he focused on
the acquisition of new partners who support the  implementation  of Sun's vision
into the  worldwide  K - 12  educational  market.  Mr.  Gross  also  served as a
governmental  relations liaison for Sun in Washington,  D.C. regarding education
technology   policy,   including  service  as  an  Honorary   Executive  to  the
Congressional  Web  Based  Education  Commission,  contributing  author  to  the
National Education Technology Plan,  Chairperson of the DC Mayor's Task Force on
Education  Technology,  and  author  of  a  handbook  on  portal  implementation
technology guide for the 1997 Summit of the Americas.  Mr. Gross holds a B.A. in
International   Studies,   an  M.B.A.   and  a  Masters  of  Public  Policy  and
International Affairs

Term of Office
--------------

     Our  directors  are  appointed for a one-year term to hold office until the
next annual general meeting of our  shareholders or until removed from office in
accordance with our bylaws. Our officers are appointed by our board of directors
and hold office until removed by the board.

     All  officers  and  directors  listed above will remain in office until the
next annual meeting of our  stockholders,  and until their  successors have been
duly elected and qualified. There are no agreements with respect to the election
of Directors. Officers are appointed annually by our Board of Directors and each
Executive Officer serves at the discretion of our Board of Directors.  We do not
have any standing committees.

     None of our Officers and/or  Directors have filed any bankruptcy  petition,
been convicted of or been the subject of any criminal proceedings or the subject
of any order, judgment or decree involving the violation of any state or federal
securities laws within the past five (5) years.


                                       28
<PAGE>

Certain Legal Proceedings
-------------------------

     No director,  nominee for director,  or executive officer has appeared as a
party in any legal  proceeding  material  to an  evaluation  of his  ability  or
integrity during the past five years.

Significant Employees
---------------------

     None.

Family Relationships
--------------------

     None.

Board Committees
----------------

     The  Company  does  not  have  a  separate  Compensation  Committee,  Audit
Committee or  Nominating  Committee.  These  functions  are done by the Board of
Directors meeting as a whole.

     Audit Committee

     The board of directors  has not yet  established  an audit  committee.  The
functions of the audit committee are currently  performed by the entire board of
directors.  The  Company  is under no legal  obligation  to  establish  an audit
committee  and has elected not to do so at this time so as to avoid the time and
expense  of  identifying  independent  directors  willing  to serve on the audit
committee.  The Company may  establish  an audit  committee in the future if the
board  determines  it to be advisable or we are  otherwise  required to do so by
applicable law, rule or regulation.

     As the board of directors  does not have an audit  committee,  it therefore
has no "audit committee  financial  expert" within the meaning of Item 401(e) of
Regulation  S-B.  In  general,  an  "audit  committee  financial  expert"  is an
individual member of the audit committee who:

|X|  understands   generally  accepted   accounting   principles  and  financial
     statements;

|X|  is able to assess the general  application of such principles in connection
     with accounting for estimates, accruals and reserves;

|X|  has  experience  preparing,  auditing,  analyzing or  evaluating  financial
     statements  comparable  to the  breadth  and  complexity  to our  financial
     statements;

|X|  understands internal controls over financial reporting; and

|X|  understands audit committee functions.


Compliance with Section 16(a) of the Exchange Act
-------------------------------------------------

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than 10 percent of a registered
class of the  Company's  equity  securities,  to file reports of  ownership  and
changes  in  ownership  with  the  Securities  and  Exchange  Commission  (SEC).
Officers,  directors,  and greater than 10 percent  stockholders are required by
SEC  regulation  to furnish the Company  with copies of all Section  16(a) forms
they file.

     To the Company's knowledge,  based solely on a review of the copies of such
reports furnished to the Company, all reports under Section 16(a) required to be
filed by its officers  and  directors  and greater  than ten percent  beneficial
owners were not timely filed as of the date of this filing.

Code of Ethics
--------------

     We have not adopted a Code of Ethics.


Item 11.     Executive Compensation.

Compensation of Executive Officers
----------------------------------


                                       29
<PAGE>

     The  following  summary  compensation  table  sets  forth all  compensation
awarded to, earned by, or paid to the named executive officers paid by us during
the fiscal years ended  December 31, 2003,  2002 and 2001 in all  capacities for
the accounts of our executives,  including the Chief Executive Officer (CEO) and
Chief Financial Officer (CFO):

<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE


                                            ANNUAL COMPENSATION                            LONG-TERM COMPENSATION
                                     ----------------------------------            ---------------------------------------
                                                                                      AWARDS     PAYOUTS
                                                                                   -----------------------
 NAME AND PRINCIPAL POSITION   YEAR   SALARY    BONUS   OTHER ANNUAL   RESTRICTED   SECURITIES    LTIP       ALL OTHER
                               -------- UNDERLYING
                                        ($)                     STOCK OPTIONS/
                                                        COMPENSATION    AWARD(S)       SARS      PAYOUTS   COMPENSATION
                                     -           ($)        ($)           ($)           (#)        ($)          ($)
                               -------------------------------------------------------------------------------------------
<S>                              <C>        <C>    <C>             <C>          <C>       <C>      <C>           <C>
Ronald Rescigno (1)             2003 $       0       0               0$                      --        --               --
President, Co-Chairman
                                2002 $  37,500       0               0$          0           --        --               --
                                2001 $ 300,000       0               0$          0           --        --               --
Michael Rosenfeld(1)
Chief Executive Officer         2003 $       0       0               0$    200,000           --        --               --
                                2002 $  37,500       0               0           0           --        --               --
                                2001 $ 300,000       0               0           0           --        --               --
Ian Rescigno (1)
Senior Vice President of
Operations                      2003 $       0       0               0           0           --        --               --
                                2002 $  22,500       0               0           0           --        --
                                2001 $  90,000       0               0           0           --        --

</TABLE>
(1)  The  indicated  Officer  agreed to waive  compensation  for the three month
     period April 1, 2002 through June 30, 2002,  and to defer any  compensation
     for the six month period July 1, 2002, through December 31, 2002.

Option  Grants  Table.  There  were no  individual  grants of stock  options  to
purchase  our common  stock made to the named  executive  officers  named in the
Summary  Compensation  Table during the fiscal year ended December 31, 2003, and
the subsequent period up to the date of the filing of this Prospectus.

Aggregated  Option Exercises and Fiscal Year-End Option Value Table.  There were
no stock options  exercised  during fiscal year ending December 31, 2003, by the
executive officers named in the Summary Compensation Table.

Long-Term  Incentive Plan ("LTIP") Awards Table.  There were no awards made to a
named executive  officer in the last completed  fiscal year under any LTIP Stock
Options Granted In Last Fiscal Year

During the fiscal years ended December 31, 2003,  2002 and 2001, the Company did
not grant any  options to its Chief  Executive  Officer or any other  officer or
director.

Employment Agreements
----------------------

     Ronald  Rescigno has been employed as President of EduLink since  September
1,  1999,  and  his  employment   agreement  runs  through  December  31,  2004.
Compensation   originally  equaled  $150,000  per  year  (the  monthly  pro-rata
compensation  from  September 1 - December  31, 1999 was  waived),  plus a bonus
equal to the  greater of 10% of the Net  Pre-Tax  Profits or 10% of the Net Cash
Flow of EduLink computed annually, but not to exceed an amount equal to $300,000
for each of the  calendar  years  2000 and  2001  and  $450,000  for each of the
calendar  years 2002,  2003 and 2004; in addition,  Dr.  Rescigno is entitled to
four weeks vacation,  annually,  fifteen paid sick days annually,  and insurance
benefits.  The  agreement  also  originally  provided  that warrants to purchase
5,717,650 shares of EduLink's common stock at $.0022 per share were to be issued
to Dr.  Rescigno  upon  completion  of each of the Design  Phase,  the Build-Out
Elements,  the  Beta  Test  and  the  National  launch  of  the  proposed  Smart
Schoolhouse  system  for the 7th and 8th  grades.  These  warrants  were to vest
ratably over 7 years from the date of issuance.  In 2000, following the issuance
of warrants for  completion of the Design Phase but prior to the issuance of any
of the remaining  warrants,  the agreement was amended to eliminate the right to
receive the  remaining  warrants in exchange  for $50,000  additional  salary in
2000. Dr. Rescigno must devote all of his work efforts to EduLink,  Inc. for the
term of his employment agreement.


                                       30
<PAGE>

     Michael  Rosenfeld has been employed as Chief Executive  Officer of EduLink
since September 1, 1999, and his employment  agreement runs through December 31,
2004.  Compensation  originally  equaled $150,000 per year (the monthly pro-rata
compensation  from  September 1 - December  31, 1999 was  waived),  plus a bonus
equal to the  greater of 10% of the Net  Pre-Tax  Profits or 10% of the Net Cash
Flow of EduLink computed annually, but not to exceed an amount equal to $300,000
for each of the  calendar  years  2000 and  2001  and  $450,000  for each of the
calendar years 2002,  2003, and 2004; in addition,  Mr. Rosenfeld is entitled to
four weeks vacation,  annually,  fifteen paid sick days, annually, and insurance
benefits.  The  agreement  also  originally  provided  that warrants to purchase
5,717,650 shares of EduLink's common stock at $.0022 per share were to be issued
to Mr.  Rosenfeld  upon  completion of each of the Design  Phase,  the Build-Out
Elements,  the  Beta  Test  and  the  National  launch  of  the  proposed  Smart
Schoolhouse  system  for the 7th and 8th  grades.  These  warrants  were to vest
ratably over 7 years from the date of issuance.  In 2000, following the issuance
of warrants for  completion of the Design Phase but prior to the issuance of any
of the remaining  warrants,  the agreement was amended to eliminate the right to
receive the  remaining  warrants in exchange  for $50,000  additional  salary in
2000. In June 2003, Mr.  Rosenfeld's  annual salary was  voluntarily  reduced to
$30,000.  Mr.  Rosenfeld  may  render  outside  services  so long as it does not
interfere with his obligation as an officer of EduLink.

     Ian Rescigno has been employed as Senior Vice  President of Operations  for
EduLink  since  September 1, 1999,  and his  employment  agreement  runs through
December 31, 2004. Compensation originally equaled $90,000 per year (the monthly
pro-rata  compensation from September 1 - December 31, 1999 was waived),  plus a
bonus equal to the  greater of 10% of the Net Pre-Tax  Profits or 10% of the Net
Cash Flow of EduLink  computed  annually,  but not to exceed an amount  equal to
$180,000 for each of the  calendar  years 2000 and 2001 and $270,000 for each of
the calendar years 2002,  2003, and 2004; in addition,  the employee is entitled
to four weeks  vacation,  annually,  and fifteen paid sick days,  annually,  and
insurance  benefits.  The agreement  also  originally  provided that warrants to
purchase  5,717,650 shares of EduLink's common stock at $.0022 per share were to
be issued to Mr.  Rescigno  upon  completion  of each of the Design  Phase,  the
Build-Out Elements,  the Beta Test and the National launch of the proposed Smart
Schoolhouse  system  for the 7th and 8th  grades.  These  warrants  were to vest
ratably over 7 years from the date of issuance.  In 2000, following the issuance
of warrants for  completion of the Design Phase but prior to the issuance of any
of the remaining  warrants,  the agreement was amended to eliminate the right to
receive the  remaining  warrants in exchange  for $30,000  additional  salary in
2000. In February 2000, Mr. Rescigno was issued additional  warrants to purchase
34,305,000  shares of common stock at an exercise price of $.0022 per share. Mr.
Rescigno  must devote all of his work  efforts to EduLink,  Inc. for the term of
his employment agreement.

     Each of these employees  waived  compensation  during the second quarter of
2002 and deferred receipt of any compensation from July 1, 2002 through December
31, 2003

Compensation of Directors
--------------------------

     Directors are entitled to reimbursement of expenses  incurred in attendance
of Board Meeting and fulfilling their duties as a director.

Item 12. Security Ownership of Certain Beneficial Owners and Management and
         Related Stockholder Matters.

     The following table shows the stockholdings of all directors and executive
officers of the Company, principal stockholders who own beneficially more than
five percent of the Company's 1,281,061,636 issued and outstanding common stock,
and all directors and officers of the Company as a group as of May 19, 2004.

Name and Address of Beneficial Owner         Number            Percentage (1)
------------------------------------         ------            -------------

MICHAEL ROSENFELD (2)                      199,752,789(3)            15.59%
RONALD RESCIGNO (2)                        172,233,276(4)            13.44%
IAN RESCIGNO (2)                            38,822,600(5)             3.03%
DOROTHY TUCKER (2)                           5,717,647(6)             0.45%
SHAWN GROSS (2)                              7,000,000(7)             0.55%
ALL EXECUTIVE OFFICERS AND                 368,752,353               33.06%
DIRECTORS AS A GROUP (5 PERSONS)

(1) Calculated on the basis of  1,281,061,636  shares of common stock issued and
outstanding  on May 19, 2004.  For purposes of this table,  a person or group of
persons is deemed to have "beneficial ownership" of any shares which such person
has the right to  acquire  within 60 days  after  the date of this  filing.  For
purposes of computing the percentage of  outstanding  shares held by each person
or group of persons named above on the date of this filing,  any security  which
such  person or group of persons  has the right to acquire  within 60 days after


                                       31
<PAGE>

such  date  is  deemed  to be  outstanding  for the  purpose  of  computing  the
percentage  ownership  for such  person  or  persons,  but is not  deemed  to be
outstanding  for the purpose of computing the percentage  ownership of any other
person.

(2) Address is c/o EduLink,  Inc., 201 Wilshire  Boulevard,  Second Floor, Santa
Monica, CA 90401.

(3)  Includes  31,456,309  shares  issuable  upon  exercise of  warrants,  at an
exercise price of $.0022 per share, which expire on August 14, 2004, and further
includes  3,317,650  shares  issuable upon exercise of  warrants, at an exercise
price of $.0022 per share, which expire on June 7, 2007.

(4)  Includes  57,176,470  shares  issuable  upon  exercise of  warrants,  at an
exercise price of $.0022 per share, which expire on August 14, 2004, and further
includes 3,317,650 shares issuable upon exercise of warrants,  at exercise price
of $.0022 per share, which expire on June 7, 2007.

(5)  Includes  33,921,807  shares  issuable  upon  exercise of  warrants,  at an
exercise  price of $.0022 per  share,  which  expire on  February  1, 2007,  and
further  includes  5,176,650  shares  issuable upon exercise of warrants,  at an
exercise price of $.0022 per share, which expire on June 7, 2007.

(6) Consists of  5,717,647  shares  issuable  upon  exercise of warrants,  at an
exercise price of $.0022 per share, which expire on September 14, 2003.

(7) Consists of 7,000,000  shares  issuable  upon  exercise of an option,  at an
exercise price of $.025 per share, which expires on November 19, 2008.

Item 13.      Certain Relationships and Related Transactions.

     Mr.  Rosenfeld  advanced funds to or on behalf of EduLink during 1999 equal
to $112,902 at an implied  interest  rate of 8.9%,  and EduLink  agreed to repay
these funds to Mr.  Rosenfeld on a periodic  basis,  such payments being made in
lieu of, and serving to reduce,  the monthly  compensation  otherwise payable to
him under the terms of his  EduLink  employment  agreement.  The entire loan was
repaid  to  Mr.  Rosenfeld  in  2000,  with  interest  due on  the  loan  repaid
thereafter.  In  addition,  Mr.  Rosenfeld  has  waived  his  right  to  receive
reimbursement  for  $140,403 in sums  advanced by him to or on behalf of EduLink
during the years 1996,  1997 and 1998. Dr.  Rescigno was  reimbursed  $22,500 by
EduLink in December 1999 and January 2000 for expenses incurred in 1998 and 1999
relating to secretarial  services,  office supply  purchases and travel expenses
incurred by him on behalf of EduLink.

     EduLink  utilizes a portion of Mr.  Rosenfeld's  offices.  EduLink paid $0,
$30,491  $62,067, $68,426,  and $31,711 in 2003,  2002,  2001,  2000, and 1999,
respectively,  to the  landlord of the  premises,  which is not an  affiliate of
EduLink.

Item 14.  Principal Accounting Fees and Services.

Audit Fees
----------

     For our fiscal year ended  December 31, 2003, we were billed  approximately
$19,000  for  professional  services  rendered  for the audit and reviews of our
financial  statements.  For our fiscal year ended  December  31,  2002,  we were
billed  approximately  $40,193 for professional  services rendered for the audit
and reviews of our financial statements.

Tax Fees
--------

     For the  Company's  fiscal year ended  December  31, 2003 and  December 31,
2002, we were not billed for professional  services rendered for tax compliance,
tax advice, and tax planning.

All Other Fees
--------------

     The  Company did not incur any other fees  related to services  rendered by
our  principal  accountant  for the fiscal  year  ended  December  31,  2003 and
December 31, 2002.


                                       32
<PAGE>

Item 15.     Exhibits, Financial Statement Schedules.

<TABLE>
<CAPTION>
Exhibit N  Title of Document                                         Location
---------- --------------------------------------------------------  -----------------------------------------------
<S>                        <C>                                                                <C>
2.1        Agreement and Plan of Merger between URREA Enterprises    Incorporated by reference to Form 10-12G
           and EduLink Inc.                                          filed on March 14, 2000

2.2        Stock Purchase Agreement and Share Exchange dated         Incorporated by reference to Form 8-K filed
           August 10, 2006 by and among EduLink, Inc., Mega Media    August 18, 2006
           Group, Inc. and Mega Media Shareholders

3.1.1      Articles of Incorporation of URREA Enterprises, Inc.      Incorporated by reference to Form 10-12G
                                                                     filed on March 14, 2000

3.2        By-laws of EduLink Inc.                                   Incorporated by reference to Form 10-12G
                                                                     filed on March 14, 2000

4.1        Securities Purchase Agreement dated August 18, 2006,      Incorporated by reference as Exhibit 4.1 to
           by and among the Company and New Millennium Capital       Form 8-K filed on August 21, 2006
           Partners II, LLC, AJW Qualified Partners, LLC, AJW
           Offshore, Ltd. and AJW Partners, LLC

4.2        Form of Callable Convertible Secured Note by and among    Incorporated by reference as Exhibit 4.2 to
           New Millennium Capital Partners II, LLC, AJW Qualified    Form 8-K filed on August 21, 2006
           Partners, LLC, AJW Offshore, Ltd. and AJW Partners, LLC

4.3        Form of Stock Purchase Warrant issued to New              Incorporated by reference as Exhibit 4.3 to
           Millennium Capital Partners II, LLC, AJW Qualified        Form 8-K filed on August 21, 2006
           Partners, LLC, AJW Offshore, Ltd. and AJW Partners, LLC

4.4        Registration Rights Agreement dated August 18, 2006 by    Incorporated by reference as Exhibit 4.4 to
           and among New Millennium Capital Partners II, LLC, AJW    Form 8-K filed on August 21, 2006
           Qualified Partners, LLC, AJW Offshore, Ltd. and AJW
           Partners, LLC

4.5        Security Agreement dated August 18, 2006 by and among     Incorporated by reference as Exhibit 4.5 to
           the Company and New Millennium Capital Partners II,       Form 8-K filed on August 21, 2006
           LLC, AJW Qualified Partners, LLC, AJW Offshore, Ltd.
           and AJW Partners, LLC

4.6        Intellectual Property Security Agreement dated August     Incorporated by reference as Exhibit 4.6 to
           18, 2006 by and among the Company and New Millennium      Form 8-K filed on August 21, 2006
           Capital Partners II, LLC, AJW Qualified Partners, LLC,
           AJW Offshore, Ltd. and AJW Partners, LLC

31.1       Certification of Chief Executive Officer Pursuant to      Filed herewith
           Rule 13a-14(a) of the Securities Exchange Act of 1934

31.2       Certification of Chief Financial Officer Pursuant to      Filed herewith
           Rule 13a-14(a) of the Securities Exchange Act of 1934

32.1       Certification of Chief Executive Officer and Chief        Filed herewith
           Financial  pursuant to 18 U.S.C.  Section 1350,
           as adopted  pursuant to Section 906 of the
           Sarbanes-Oxley Act of 2002
</TABLE>



                                       33
<PAGE>

                                   SIGNATURES


     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                                       EDULINK, INC.

                                    By:      /s/ Aleksandr Shvarts
                                             ---------------------
                                             ALEKSANDR SHVARTS
                                             Chief Executive Officer

                                    By:      /s/ Gennady Pomeranets
                                             ----------------------
                                             GENNADY POMERANETS CPA
                                             Chief Financial Officer

                                    Date:    November 1, 2006

     Pursuant  to the  Securities  Exchange  Act of 1934,  this  report has been
signed below by the  following  persons on behalf of the  registrant  and in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
Name                                           Title                     Date
------------------------------------ -----------------------------  --------------------
<S>                                              <C>                        <C>
/s/ Aleksandr Shvarts                Chief Executive Officer        November 1, 2006
------------------------------------ Director
ALEKSANDR SHVARTS

/s/ David Kokakis                    Chief Operating Officer,       November 1, 2006
------------------------------------ Acting President, Director
DAVID KOKAKIS, ESQ.

/s/ Gennady Pomeranets               Chief Financial Officer        November 1, 2006
------------------------------------
GENNADY POMERANETS, CPA


/s/ Dr. Lev Paukman                  Director                       November 1, 2006
------------------------------------
DR. LEV PAUKMAN
</TABLE>


                                       34