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, 2004

|_|  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                            (I.R.S. Employer
  of 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                                                                 15
Item 2.   Properties                                                                   19
Item 3.   Legal Proceedings                                                            19
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                                    20
Item 6.   Selected Financial Data                                                      21
Item 7.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations.                                                   21
Item 7A.  Quantitative and Qualitative Disclosures about Market Risk                   26
Item 8.   Financial Statements and Supplementary Data                                  26
Item 9.   Changes in and Disagreements With Accountants on Accounting and
          Financial Disclosure                                                         27
Item 9A.  Controls and Procedures.                                                     27
Item 9B.  Other Information.                                                           27

Part III
Item 10   Directors and Executive Officers of the Registrant                           28
Item 11.  Executive Compensation                                                       30
Item 12.  Security Ownership of Certain Beneficial Owners and Management
          and Related Stockholder Matters                                              32
Item 13.  Certain Relationships and Related Transactions                               32
Item 14.  Principal Accountant Fees and Services                                       33

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
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.

                                       3
<PAGE>
     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 2005), as well as to create the infrastructure to market and
exploit its technology in other markets.

     The Company raised $10,407,121, net of expenses, as of December 31, 2004,
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.

                                       4
<PAGE>
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.

     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;

                                       5
<PAGE>
     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:

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

                                       6
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     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
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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.

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     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.

     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.

                                       9
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     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.

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 2005, and to launch the service for the 3rd through 12th grades and
the home schooling market in September 2005 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:

                                       10
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     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 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.

                                       11
<PAGE>
          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.

     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.

                                       12
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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
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, 2004, 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.

                                       13
<PAGE>
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
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.

                                       14
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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 2005. 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, 2004, our accumulated deficit was $18,999,309.

For the fiscal years ended December 31, 1999, 2000, 2001, 2002, 2003 and 2004,
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 is not be 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 2005 launch through the spring 2006. Additionally,
following the spring 2006, we currently anticipate the need for an additional $5
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 year ended December 31, 2004, we used $208,383 in our operating
activities. During the year ended December 31, 2003, we used $86,449 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

                                       15
<PAGE>
     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 2005 and we expect it to be completed
prior to the anticipated September 2005 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;

     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

                                       16
<PAGE>
     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

     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.

                                       17
<PAGE>
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.

                                       18
<PAGE>
     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
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, 2004 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, $0, $30,491, $62,067, $68,426 and $31,711 in 2004, 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.

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

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

     None.

                                       19
<PAGE>
                                     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, 2002 through December 31,
2004, 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 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

        Fiscal 2004
        First Quarter                   $  .01           $ .003
        Second Quarter                    0.19            0.001
        Third Quarter                     0.001            0.00
        Fourth Quarter                    0.001            0.00


Holders

     As of January 31, 2005, 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

     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.

                                       20
<PAGE>
     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.

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

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

Item 6.        Selected Financial Data.

Year Ended December 31, 2004 as compared to Year Ended December 31, 2003




                                             For The Years Ended December 31,
          Income statement:                          2004           2003
                                            --------------------------------

Revenue                                      $            --    $     50,000
Interest income                              $            --    $         --
General and administrative expenses          $       993,942    $  2,747,183
Total Operating Expenses                     $       993,942    $  2,765,755
Net loss from operations                     $      (993,942)   $ (2,715,755)

    Basic and diluted loss per share         $          0.00    $       0.00
    Weighted average shares outstanding        1,256,635,402     894,948,681


                                                       As Of December 31,
                                                    2004                2003
                                               ------------------------------
        Balance Sheet Data
        Cash and prepaid assets                $    25,849        $     1,968
        Total assets                                25,849        $     4,166

        Stockholders' equity (deficit)         $(1,401,250)       $(1,145,035)




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

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.

                                       21
<PAGE>
     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
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 2005. 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 2005),as well as to
create the infrastructure to market and exploit its technology in other markets.

     The Company raised $10,407,121, net of expenses, as of December 31, 2004,
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, 2005 to March 31, 2006, 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, 2004 as compared to Year Ended December 31, 2003




                                              For The Years Ended December 31,
          Income statement:                        2004                2003
                                           -------------------------------------

     Revenue                                  $        --           $    50,000
     Interest income                          $        --           $        --
     Software development costs               $        --           $        --


     General and administrative expenses      $   993,942           $ 2,747,183
     Impairment                                        --                18,572
     Interest expense                             132,146               355,166
     Forgiveness of debt                               --               (75,264)
     (Gain) loss on derivative                    169,020                    --

              Net loss                        $ 1,295,108           $ 2,995,657


                                       22
<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 substantial revenues
to date. EduLink's cumulative losses from inception through December 31, 2004
are $19,244,601.


     General and Administrative Expenses

     General and administrative expenses decreased $1,753,241 for the year ended
December 31, 2004 to $993,942 compared with $2,747,183 for the year ended
December 31, 2003. The decrease was due to an overall scaling back of our
operations.


     Interest Expense

     The  Company's  interest  expense  decreased to $132,146 for the year ended
December 31, 2004 compared  with $355,166 for the year ended  December 31, 2003.
This decrease 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, 2004, the Company had cash of approximately $0. Cash
used in operations was $208,383 for the year ended December 31, 2004, and
$10,388,549 from inception through December 31, 2004. 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, 2004, the Company has raised $9,370,177,
through sales of common stock and approximately $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, 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


                                       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 substantial revenues
to date. EduLink's cumulative losses from inception through December 31, 2003
are $17,949,493.


     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 to loans of  $350,000,  together  with  $128,654 in accrued
interest,  converted  into  119,000,000  common shares  valued at $833,000.  The
$354,346 difference was recorded as additional interest expense.


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 $(208,383) for the year ended December 31, 2004, and
$(10,388,549) from inception through December 31, 2004. 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, 2004, the Company has raised $9,370,177,
through sales of common stock, $250,000 through debentures, 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.

                                       24
<PAGE>
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
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, 2004, we had total assets of $25,849 and total
liabilities of $1,427,099 creating a working capital deficiency of $1,401,250.
The Company currently has approximately $25,849 in cash and prepaid assets as of
December 31, 2004. We incurred a net loss of $1,295,108 for the fiscal year
ended December 31, 2004, and have an accumulated deficit of $19,244,601 at
December 31, 2004. 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.

                                       25
<PAGE>
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.


                                       26
<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 sheets of Edulink, Inc. as of December
31, 2004 and 2003 and the related statements of operations, stockholders'
deficit, and cash flows for the years ended December 31, 2004 and 2003 and the
period from January 25, 1996 (inception) through December 31, 2004. 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, 2004, 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, 2004 and 2003 and the results of operations and cash flows for the years
ended December 31, 2004 and 2003 and the period from January 25, 1996
(inception) through December 31, 2004, 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  statements  of  operations  and cash flows of
EduLink,  Inc., dba The Learning  Priority (a development stage company) for the
year 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 the year 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,  the  Company  incurred  net losses of  $918,398  and had net cash used in
operating activities of $442,734. 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>

<PAGE>
<TABLE>
<CAPTION>
                                  EDULINK, INC.
                          (a development stage company)
                                  BALANCE SHEETS


                                                                                 December 31,     December 31,
                                                                                     2004             2003
                                                                                  ----------------------------
<S>                                                                                <C>            <C>
                                      ASSETS

Current Assets:
Cash                                                                                   $     -          $1,968
Prepaid assets                                                                          25,849               -
                                                                                  ------------    ------------

TOTAL CURRENT ASSETS                                                                    25,849           1,968

Deposits                                                                                     -           2,198
                                                                                  ------------    ------------

TOTAL ASSETS                                                                           $25,849          $4,166
                                                                                  ============    ============


LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities:
Accounts payable and accrued expenses                                                 $568,277        $562,777
Compensation payable                                                                   189,772         404,954
Loan payable, net of unamortized debt discount of $159,952 at December 31, 2004         90,048               -
Loan payable                                                                                 -          12,150
Due to related party                                                                    37,065          68,500
Accrued interest                                                                        22,917             820
Stock payable                                                                          100,000         100,000
Derivative liability                                                                   419,020               -
                                                                                  ------------    ------------

TOTAL CURRENT LIABILITIES                                                            1,427,099       1,149,201
                                                                                  ------------    ------------

Stockholders' Deficit
Common stock, par value $0.001, 1,500,000,000 shares authorized,
1,500,000,000 and 1,093,695,100 shares issued and outstanding                        1,500,001       1,093,695
Additional paid-in capital                                                          16,343,350      15,710,763
Deficit accumulated during the development stage                                   (19,244,601)    (17,949,493)
                                                                                  ------------    ------------

Total Stockholders' Deficit                                                         (1,401,250)     (1,145,035)
                                                                                  ------------    ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                            $25,849          $4,166
                                                                                  ============    ============


 See accompanying summary of accounting policies and notes to financial statements
</TABLE>
                                      F-3
<PAGE>
                                  EDULINK, INC.
                          (a development stage company)
                            STATEMENTS OF OPERATIONS
    Years Ended December 31, 2004, 2003 and 2002 and the Period from January
                 25, 1996 (Inception) through December 31, 2004
<TABLE>
<CAPTION>

                                                                                                                Inception
                                                                                                                 through
                                                       2004                 2003               2002                2004
                                               ---------------------------------------------------------------------------------
<S>                                                 <C>               <C>                  <C>               <C>
License Fee Income                                  $         -       $     50,000         $        -        $      50,000

Selling, general and administrative                     993,942          2,747,183            905,644           11,618,932
Software developments                                         -                  -             12,884            7,220,268
Impairment of property and equipment                          -             18,572                  -               18,572
Interest expense                                        132,146            355,166                  -              487,312
(Gain) loss on derivatives                              169,020                  -                  -              169,020
Interest income                                               -                  -               (130)            (144,239)
Forgiveness of debt                                           -            (75,264)                 -              (75,264)

                                               ---------------------------------------------------------------------------------
NET LOSS                                           $ (1,295,108)      $ (2,995,657)        $ (918,398)       $ (19,244,601)
                                               =================================================================================

BASIC AND DILUTED LOSS
PER SHARE                                                ($0.00)            ($0.00)            ($0.00)              N/A
WEIGTED-AVERAGE SHARES OUTSTANDING                1,256,635,402        894,948,681        821,695,100               N/A




 See accompanying summary of accounting policies and notes to financial statements
</TABLE>
                                       F-4
<PAGE>
                                  EDULINK, INC.
                          (a development stage company)
                            STATEMENTS OF CASH FLOWS
        Years Ended December 31, 2004, 2003 and 2002 and the Period from
             January 25, 1996 (Inception) through December 31, 2004

<TABLE>
<CAPTION>
                                                                                                    Inception
                                                                                                     through
                                                             2004          2003          2002          2004
                                                         --------------------------------------------------------
<S>                                                        <C>           <C>           <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)                                          $(1,295,108)  $(2,995,657)  $ (918,398)  $(19,244,601)
Adjustments to reconcile net income (loss)
 to net cash used in operating activities
Stock for services                                             970,211     2,302,225            -      3,322,436
Additional stock issued under note conversion                        -       354,346            -        354,346
Stock for settlement of dispute                                223,500             -            -        223,500
Option and warrant expense                                           -        82,644      119,524      3,530,974
Change in fair value of derivative liability                   169,020             -            -        169,020
Accretion of debt discount on loan payable                      90,048             -            -        137,848
Forgiveness of debt                                                  -       (75,264)           -        (75,264)
Impairment of property and equipment                                 -        18,572            -         18,572
Compensation waived by officers                                      -             -            -        270,403
Change in:                                                           -             -            -              -
Prepaid expenses                                               (23,651)       25,000        2,545        (25,849)
Accounts payable and accrued expenses                         (342,403)      201,685      353,595        930,066
                                                         --------------------------------------------------------
Net cash used in operating activities                         (208,383)      (86,449)    (442,734)   (10,388,549)
                                                         --------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment                                   -             -            -        (18,572)
                                                         --------------------------------------------------------
Net cash used in investing activities                                -             -            -        (18,572)
                                                         --------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock, net
 of offering costs                                                   -        17,850            -      9,370,177
Proceeds from issuance of debenture                            250,000             -            -        250,000
Proceeds from issuance of bridge notes and
 other short-term notes pay-ble                                107,500       340,500        923,000
Payments on bridge notes and other
  short-term notes payable                                     (43,585)      (37,850)           -       (136,056)
                                                         --------------------------------------------------------
Net cash provided by financing activities                      206,415        87,500      340,500     10,407,121
                                                         --------------------------------------------------------

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

CASH, BEGINNING OF PERIOD                                        1,968           917      103,151              -
                                                         --------------------------------------------------------

CASH, END OF PERIOD                                        $         -   $     1,968   $      917   $          -
                                                         ========================================================

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                                               250,000             -            -        297,800


 See accompanying summary of accounting policies and notes to financial statements
</TABLE>
                                       F-5
<PAGE>
                                  EDULINK, INC.
                          (a development stage company)
               STATEMENT OF STOCKHOLDERS' DEFICIT January 25, 1996
                      (Inception) through December 31, 2004

<TABLE>
<CAPTION>
                                                                                Shares
                                                                               Committed    Additional
                                                     Common Stock                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  $    28,302    $     -      $ 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                                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                                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)
Common stock issued                                        -            -   (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 accured 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)
Shares issued for services                       187,366,536      187,367          -        374,844               -         562,211
Common stock issued for settlement
 of dispute                                      218,938,364      218,938          -       (150,257)              -          68,681
Additional compensation owed not
 covered by value of shares issued                         -            -          -        408,000               -         408,000
Net loss                                                   -            -          -              -      (1,295,108)     (1,295,108)
                                              --------------------------------------------------------------------------------------

Balance, December 31, 2004                     1,500,000,000  $ 1,500,001     $    -   $ 16,343,349    $(19,244,601) $   (1,401,251)
                                              ======================================================================================


 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.

                                        2004             2003            2002
                                    ------------    ------------    ------------
      Net loss as reported          $ (1,295,108)   $(2,995,657)     $(918,398)
      Pro forma net loss            $ (1,295,108)   $(2,995,657)     $(918,398)
      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.

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 $19,244,601 and a
working capital deficit ofDecember 31, 2004. 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 - LOANS PAYABLE

Edulink borrowed $100,000 in 2001 and $250,000 in 2002. These loans defaulted in
2002 and were converted in 2003, together with $128,654 in accrued interest,
into 119,000,000 common shares valued at $833,000. The additional $354,346 of
value 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.

Edulink borrowed $250,000 in May 2004 through several notes with the same terms.
The notes are due in May 2006, carry initial interest of 12%, default interest
of 15% and are secured by all assets of Edulink. The notes are convertible at
the lower of $.005 or 50% of the average of the three lowest prices during the
20 day period prior to conversion. The lender received two puts (a) the lender
cannot receive shares for conversion that would make the lender's ownership of
Edulink greater than 19.99% of total shares outstanding of Edulink. If the
lender reaches 19.99% ownership of Edulink, the lender can require Edulink to
pay 130% of principal and unpaid interest. (b)If a default event occurs, the
lender can require Edulink to pay 130% of principal and unpaid interest. In
addition to the notes payable, the lender received 750,000 warrants to purchase
Edulink's common stock. The warrants have an exercise price of $.005 and expire
in May 2009. The convertible notes were determined to have a compound embedded
derivative consisting of the conversion option and the puts and the warrants
were determined to be freestanding derivatives. See note 5 for details. The
derivatives resulted in a discount to the convertible notes carrying amount at
inception of the notes. The discount will be amortized over the maturity period
of the notes using the effective interest method. The carrying value as of
December 31, 2004 was determined as follows:


           Face value of notes                        $ 250,000
           Less: discount for derivatives              (250,000)
           Add: amortization of discount                 90,048
                                                      ---------
           Carrying value                             $  90,048
                                                      =========

                                       F-7
<PAGE>
NOTE 4 - INCOME TAXES

Income taxes are not due since Edulink has losses since inception. Since
inception, Edulink has approximately $9,400,000 in net operating losses, which
expire in the years 2019 through 2024.

The components of deferred taxes are as follows:

                                                         2004        2003
                                                     ----------- -----------
         Deferred tax assets
           Net operating loss carryforwards          $ 3,180,000 $ 3,160,000
           Software development costs
             capitalized for tax purposes              2,889,000   2,889,000

           Less:  valuation allowance                 (6,069,000) (6,049,000)
                                                     ----------- -----------
         Net deferred tax assets                     $         0 $         0
                                                     =========== ===========

NOTE 5 - DERIVATIVES

Edulink evaluated the application of SFAS 133 and EITF 00-19 for the convertible
debentures and warrants issued in fiscal 2004. Based on the guidance in SFAS 133
and EITF 00-19, Edulink concluded all of these instruments were required to be
accounted for as derivatives. SFAS 133 and EITF 00-19 require Edulink bifurcate
and separately account for the conversion features and puts of the debentures as
embedded derivatives. Pursuant to SFAS 133, Edulink bifurcated the conversion
features and puts from the debentures because the economic characteristics and
risks of the conversion features and puts were determined to not be clearly and
closely related to the economic characteristics and risks of the debentures. In
addition, because there was no explicit cap on the amount of shares that might
be required to be issued pursuant to the conversion features, Edulink determined
that the warrants met the attributes of a liability and therefore recorded the
fair value of the conversion features and puts as a compound derivative and the
warrants freestanding derivatives. Edulink is required to record the fair value
of the derivatives on its balance sheet as liabilities at fair value with
changes in the values of these derivatives reflected in the statement of
operations as "Gain or loss on derivatives." The impact of the application of
SFAS 133 and EITF 00-19 on the balance sheets as of December 31, 2004 and the
impact on the statements of operations for the year ended December 31, 2004 are
as follows:
<TABLE>
<CAPTION>
                                                      Date of issue             December 31,              (Gain)
                                                       May 5, 2004                 2004                    Loss
<S>                                                 <C>                     <C>                     <C>
Derivative liability debentures                     $             539,470   $             418,829   $            168,829
Derivative liability - warrants                                     1,418                     191                    191
                                                    ----------------------  ----------------------  ---------------------
Total                                               $             540,888   $             419,020   $            169,020(a)
                                                    ======================  ======================  =====================
</TABLE>
(a) the first $250,000 of derivatives was a discount to the note payable
therefore reducing the total derivative loss through December 31, 2004.

Edulink uses the Black-Scholes valuation model for calculation of the value of
derivative liabilities. The company uses volatility rates based upon the closing
stock price of its common stock, risk free interest rates which are the U.S.
Treasury bill rate for securities with a maturity that approximates the
estimated expected life of a derivative, closing market prices of common stock
on the date of issuance of a derivative or at the end of a quarter when a
derivative is valued at fair value. The volatility factor used in the
Black-Scholes pricing model has a significant effect on the resulting valuation
of the derivative liabilities on the balance sheets. The following table shows
the volatility, risk free rate and market price used in the calculation of the
Black-Scholes call value for the debentures and warrants at issuance date and
for the period from derivative inception to December 31, 2004.
<TABLE>
<CAPTION>
                           Issue Date     Volatility   Risk Free Rate       Market Price     Term in Years
At Issuance date for:
<S>                          <C> <C>            <C>            <C>          <C>                          <C>
Debentures                   5/4/2004           196%           2.34%        $      0.002                 2
Warrants                     5/4/2004           185%           3.71%        $      0.002                 5

Prices and average rates at
 2 2005 2005
December 31, 2004                               196%           3.36%        $      0.000
</TABLE>
NOTE 6 - 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
  2004     187,366,536           - for services                  .006
           218,938,364           - settlement of lawsuit         .0003
         -------------
         1,500,000,000 total shares issued through December 31, 2004
         =============

An additional 516,061,636 shares is payable for a lawsuit judgment entered in
2004 for which additional shares haven't been authorized for issuance. This
amount is valued at $154,819 and is included in compensation payable.


                                       F-8

<PAGE>
NOTE 7 - STOCK OPTIONS AND WARRANTS

Common Stock Warrants

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

During the year ended December 31, 2004, 1,143,529 warrants were canceled.
750,000 warrants were issued during the year ended December 31, 2004. No
warrants were exercised during the year ended December 31, 2004.

Summary information regarding warrants is as follows:

                                                                  Warrants
                                                                 ----------
Outstanding at December 31, 2001                                227,388,538

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

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

Year ended: December 31, 2004
     Granted                                                        750,000
     Canceled                                                    (1,143,529)
                                                                 ----------
Outstanding at December 31, 2004                                226,995,009
                                                                 ==========

Warrants outstanding and exercisable as of December 31, 2004:



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

$0.0022     179,646,185     166,373,069      .25 years     $0.0022
$0.0350      46,598,824      46,598,824      .06 years     $0.0350
$0.0050         750,000         750,000     4.40 years     $0.0050
           -------------   -------------
            226,995,009     213,721,893
           =============   =============

Options

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.

No options were granted, expired or exercised, during the year ended December
31, 2004.

Summary information regarding options is as follows:

                                                                      Options
                                                                    ----------
Outstanding at Decemeber 31, 2001                                   4,000,000
Year ended: Decemeber 31, 2002
     No activity
                                                                    ----------
Outstanding at Decemeber 31, 2002                                   4,000,000

Year ended: Decemeber 31, 2003
     Granted                                                        2,550,000
     Exercised                                                      2,550,000
                                                                    ---------
Outstanding at Decemeber 31, 2003                                   4,000,000

Year ended: Decemeber 31, 2004
     No activity
                                                                    ---------
Outstanding at Decemeber 31, 2004                                   4,000,000
                                                                    =========

                                      F-9
<PAGE>
Options outstanding and exercisable as of December 31, 2004:

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

$0.0250       3,000,000       3,000,000     2.88 years     $0.0250
$0.2500       1,000,000       1,000,000     2.67 years     $0.2500
           -------------   -------------
              4,000,000       4,000,000
           =============   =============

Compensation expense for 2004, 2003 and 2002 was $0, $82,644 and $37,706,
respectively.



NOTE 8 - 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 9 - SUMMARIZED QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

Summary data relating to the results of operations for each quarter of the year
ended December 31, 2004 is as follows:
<TABLE>
<CAPTION>


                                                                           Three Months Ended
                                                     March 31,         June 30,         September 30,       December 31,
                                                      2004               2004              2004                  2004
                                                    ----------         ----------       ----------          -----------
<S>                                                 <C>                <C>              <C>                 <C>
Selling, general
   and administrative                               $  267,600         $  496,542       $    1,000          $   228,800
Interest expense                                             0             28,148           48,587               55,411
(Gain) loss on
   derivatives                                               0            411,623         (226,300)             (16,303)
                                                    ----------         ----------       ----------          -----------
Net income (loss)                                   $ (267,600)        $ (936,313)      $  176,713          $  (267,908)
                                                    ==========         ==========       ==========          ===========
Basic and diluted loss
   per share                                            ($0.00)            ($0.00)          ($0.00)              ($0.00)
Weighted average shares
   outstanding                                   1,115,431,364      1,216,124,748    1,281,061,636        1,411,948,701

</TABLE>
NOTE 10 - COMMITMENTS AND CONTINGENCIES

Lease

The Company 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 for the
year ended December 31, 2002.

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, the Company entered into five-year employment contracts with
its President, Chief Executive Officer, and Senior Vice President that provide
for a minimum annual salary, incentives, and bonuses, which are based on the
Company'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. During the year ended December 31, 2004,
$90,000 in salaries were accrued.

                                      F-10
<PAGE>
NOTE 11 - 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").

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-11
<PAGE>
Item 9.  Changes In and Disagreements With Accountants on Accounting and
         Financial Disclosure.

     Effective August 19, 2004, Edulink, Inc. (the "Registrant") dismissed
Singer Lewak Greenbaum & Goldstein LLP ("Singer") which audited the Registrant's
financial statements for the fiscal years ended December 31, 2002 and 2001, with
Malone & Bailey PC ("Malone & Bailey") to act as the Registrant's independent
registered accountants. The reports of Singer for these fiscal years did not
contain an adverse opinion, or disclaimer of opinion and were not qualified or
modified as to audit scope or accounting principles except as described herein.
The report of Singer for these fiscal years was qualified with respect to
uncertainty as to the Registrant's ability to continue as a going concern.
During the Registrant's two most recent fiscal years and the period from the end
of the most recently completed fiscal year through August 19, 2004, the date of
dismissal, there were no disagreements with Singer on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedures, which disagreements, if not resolved to the satisfaction of Singer
would have caused it to make reference to such disagreements in its reports.

     The Registrant's financial statements for the year ended December 31, 2003
were audited and the quarters ended March 31, 2004, June 30, 2004, and September
30, 2004, will be reviewed by Malone & Bailey; Singer was not involved in any
way with the audit of the financial statements for the year ended December 31,
2003 or the review of the unaudited financial statements for the quarters ended
March 31, 2004, June 30, 2004, and September 30, 2004. The Registrant has
authorized Singer to discuss any matter relating to the Registrant and its
operations with Malone & Bailey.

     The change in the Registrant's auditors was recommended and approved by the
board of directors of the Registrant since the Registrant does not have an audit
committee.

     During the two most recent fiscal years and subsequent interim periods, the
Registrant did not consult with Malone & Bailey, regarding the application of
accounting principles to a specified transaction, either completed or proposed,
or the type of audit opinion that might be rendered on the Registrant's
financial statements, or any matter that was the subject of a disagreement or a
reportable event as defined in the regulations of the Securities and Exchange
Commission.

     Singer will be given the opportunity to review the disclosures contained in
this Form10-K. The Registrant will advise Singer that it has the opportunity to
furnish the Registrant with a letter addressed to the Securities and Exchange
Commission concerning any new information, clarifying the Registrant's
disclosures herein or stating any reason why Singer does not agree with any
statements made by the Registrant in this report.

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.


                                       27
<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 March 26,
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        63      Co-Chairman of the Board of Directors and
                                       Chief Executive Officer

      Ronald Rescigno          70      Co-Chairman of the Board of Directors and
                                       President
      Dorothy Tucker           55      Senior Vice President - Operations
      Shawn Gross              33      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.

     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.

                                       28
<PAGE>

     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.

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:

                                       29
<PAGE>
|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

     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, 2004, 2003 and 2002 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>             <C>
Ronald Rescigno (1)            2004 $      0      0               0$         90,000          --         --              --
President, Co-Chairman
                               2003 $      0      0               0$                         --         --              --
                               2002 $ 37,500      0               0$              0          --         --              --
Michael Rosenfeld(1)
Chief Executive Officer        2004 $      0      0               0      208,643.75          --         --              --
                               2003 $      0      0               0         200,000          --         --              --
                               2002 $ 37,500      0               0               0          --         --              --
Ian Rescigno (1)
Senior Vice President of
Operations                     2004 $      0      0               0      597,555.46          --         --              --
                               2003 $      0      0               0               0          --         --              --
                               2002 $ 22,500      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, 2004, by the
executive officers named in the Summary Compensation Table.

                                       30
<PAGE>

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, 2004, 2003, and 2002, 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
and a base salary of $300,000 in 2001. Dr. Rescigno must devote all of his work
efforts to EduLink, Inc. for the term of his employment agreement.

     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
and a base salary of $300,000 in 2001. 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.

                                       31
<PAGE>

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, 2005. 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
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, $0,
$30,491, $40,963, $37,335 and $31,711 in 2004, 2003, 2002, 2001, 2000, and 1999,
respectively, to the landlord of the premises, which is not an affiliate of
EduLink.

                                       32
<PAGE>
Item 14.  Principal Accountant Fees and Services.

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

     For our fiscal year ended December 31, 2004, 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, 2003, we were
billed approximately $19,000 for professional services rendered for the audit
and reviews of our financial statements.

Tax Fees
--------

     For the Company's fiscal year ended December 31, 2004 and December 31,
2003, 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, 2004 and
December 31, 2003.


Item 15.  Exhibits.

<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    Iorm 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        Iorm 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 Officer 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