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                                  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, 2006

|_|      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934 For the transition period from ___________ to ___________

                        Commission File number 000-29953

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

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

             605 WARWICK AVENUE #4, THOUSAND OAKS, CALIFORNIA    91360
             ------------------------------------------------------------
               (Address of principal executive offices)       (Zip Code)

        Registrant's telephone number, including area code (805) 449-1614

         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 |X|

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 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. |X|

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   |X|   Smaller reporting company |_|

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

Aggregate market value of the voting and non-voting common stock held by
non-affiliates of the Company as of December 31, 2006 is $150,000:

Number of shares of the registrant's common stock outstanding as of December 31,
2006: 1,500,000,000.

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                                TABLE OF CONTENTS

                                     Part I

Item 1.   Business                                                               3
Item 1A.  Risk Factors                                                           5
Item 2.   Properties                                                             0
Item 3.   Legal Proceedings                                                      0
Item 4.   Submission of Matters to a Vote of Security Holders                    1

                                     Part II

Item 5.    Market for Registrant's Common Equity, Related Stockholder Matters
                and issuer Purchases of Equity Securities                        21
Item 6.    Selected Financial Data                                               22
Item 7.    Management's Discussion and Analysis of Financial Condition
                and Results of Operations.                                       22
Item 7A.   Quantitative and Qualitative Disclosures about Market Risk            26
Item 8.    Financial Statements and Supplementary Data                           27
Item 9.    Changes in and Disagreements With Accountants on Accounting and
                Financial Disclosure                                             37
Item 9A.   Controls and Procedures                                               37
Item 9B.   Other Information                                                     38

                                    Part III

Item 10.   Directors and Executive Officers of the Registrant                    38
Item 11.   Executive Compensation                                                40
Item 12.   Security Ownership of Certain Beneficial Owners and Management
                and Related Stockholder Matters                                  41
Item 13.   Certain Relationships and Related Transactions                        41
Item 14.   Principal Accountant Fees and Services                                41

                                     Part IV
Item 15.   Exhibits                                                              42
           Signatures                                                            42
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         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.

                                       3
<PAGE>


                                     Part 1

Item 1.  Business.

Explanatory Note

On March 12, 2007, Edulink, Inc., a Nevada corporation ("Edulink"), certain
Edulink shareholders, Mega Media Group, Inc., a New York Corporation ("MMG"),
and MMG shareholders, entered into a Mutual Rescission and Release Agreement
(the "Rescission Agreement") whereby the parties mutually agreed to rescind the
Stock Purchase Agreement and Share Exchange (the "Exchange Agreement") dated
August 10, 2006, and unwind the reverse merger. The Board of Directors of each
of Edulink and Mega Media have each mutually agreed to and determined that is
fair to and in the best interests of their respective corporations and
shareholders to rescind the Exchange Agreement and unwind the reverse merger and
the transactions contemplated thereby as if they never occurred, upon the terms
and subject to the conditions set forth in this Rescission Agreement. A majority
of EduLink's shareholders and all of MMG's shareholders have also approved the
Rescission Agreement. The reverse merger was accounted for as if it had occurred
on February 1, 2005. Mega Media Group, Inc. became and remained the accounting
acquirer.

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.

                                       4
<PAGE>

     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.

         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

                                       5
<PAGE>

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, 2006, 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 2008 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 2008), as well as to create the infrastructure to market and
exploit its technology in other markets. The Company raised $10,417,381, net of
expenses, as of December 31, 2006, 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,
2007 to March 31, 2008, to license additional third party curriculum content, to
produce additional software tools, to alpha test and beta test the content so
licensed and the tools so produced, to upgrade technologies, to continue
operations, to provide necessary support and maintenance services to licensees,
to increase marketing activities for the Smart Schoolhouse system and to
continue and increase development, marketing and support activities relating to
the Company's technologies for application in markets outside of the 3rd through
12th grade U.S. education market.

Smart Schoolhouse System

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

         o        Educational Curriculum Content Licensed for Distribution to
                  EduLink: 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

                                       6
<PAGE>

                  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;

         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

                                       7
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                  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 database;

         o        an authoring system, consisting of the Company's Content
                  Editor Tool;

         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.


                                       8
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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.

        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

                                       10
<PAGE>

resources using EduLink electronic authoring tools, to exchange information
instantaneously with other educators, and to communicate quickly and directly to
parents.

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

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

         Students

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

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

                                       11
<PAGE>

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.

         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

                                       12
<PAGE>

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:

         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

                                       13
<PAGE>

                  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.

         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


                                       14
<PAGE>

                  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 and exchange
                  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

                                       15
<PAGE>

technology companies to explore structures, such as licenses or joint ventures,
as well as to a number of potential licensees, including governmental entities
and higher education institutions.

Potential Sources of Revenue

Smart Schoolhouse System

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

         o        Fees from schools;

         o        Home subscriptions for premium services and tools;

         o        Tutorial services;

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

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

         o        Corporate sponsorship in various forms, including corporate
                  underwriting;

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

         o        International franchises of the proposed Smart Schoolhouse
                  system; and

         o        Federal grants.

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

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

Competition

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

                                       16
<PAGE>

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, 2006, EduLink had one employee, michael rosenfelt.
The Company entered into an employment Agreement on September 1, 1999. The
agreement has since expired.

Subsequent Events
-----------------

         On July 21st, 2007, Ian Rescigno was appointed to the Board of
Directors and michael rosenfelt resigned from the Board of Directors.

         Ian Rescigno has been employed as Chief Executive Officer of EduLink
since August 1, 2007, and his employment agreement runs through December 31,
2012. Compensation is $150,000 per year 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 2008 and 2009 and $450,000 for each of the calendar years 2010, 2011, and
2012; in addition, Mr. Rescigno is entitled to four weeks vacation, annually,
fifteen paid sick days, annually, and insurance benefits. Mr. Rescigno must
devote all of his work efforts to EduLink, Inc. for the term of his employment
agreement.

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 2008. 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, 2006, our accumulated deficit was $ 17,843,350.

         For the fiscal years ended December 31, 1999, 2000, 2001, 2002, 2003,
2004, 2005 and 2006, 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


                                       17
<PAGE>


         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 2008 launch through the spring 2009. Additionally,
following the spring 2009, 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, 2006, we used $0 in our operating activities.
During the year ended December 31, 2005, we used $10,260 in our operating
activities. Changes in our development program or other changes affecting our
operating expenses could, however, alter the timing and amount of our
expenditures and when we will require additional funding. The additional funding
we require may not be available to us on favorable terms or at all. If we cannot
obtain adequate funding, we will be required to shut-down our operations.

WE HAVE NO OPERATING HISTORY, WHICH MAKES IT DIFFICULT TO VALUE OUR COMMON STOCK

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

         o        the uncertainty of market acceptance of our services;

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

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

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

         o        our need to manage expanding operations.

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

OUR SMART SCHOOLHOUSE SYSTEM IS CURRENTLY IN DEVELOPMENT AND WE MAY NOT BE ABLE
TO COMPLETE THAT DEVELOPMENT IN A TIMELY AND COST EFFECTIVE MANNER, OR AT ALL

         We are currently developing our Smart Schoolhouse system for the 3rd
through 12th grades and the home school market, with initial or "alpha" testing
among a limited user group completed as of December 2001. The second or "beta"
round of testing among a wider group that includes more "real world" users is
now intended to begin in the summer of 2008 and we expect it to be completed
prior to the anticipated September 2008 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.


                                       18
<PAGE>

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

         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.


                                       19
<PAGE>

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.

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.


                                       20
<PAGE>


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

OUR QUARTERLY OPERATING RESULTS ARE SUBJECT TO FLUCTUATIONS, AND OUR STOCK PRICE
MAY DECLINE IF WE DO NOT MEET THE EXPECTATIONS OF INVESTORS

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

         o        delays in our fund raising initiatives;

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

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

         o        introduction of new services by us or our competitors;

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

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

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

                                       21
<PAGE>

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, 2006 EduLink utilized a portion of the offices used by
michael rosenfelt at 201 Wilshire Blvd. Second Floor, Santa Monica, CA. 90401 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, $0, $0, $30,491, $62,067, $68,426 and $31,711 in 2006, 2005, 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.

         On February 28, 2006, a default judgment was entered against us in the
Los Angeles Superior Court. The Judgment ordered Standard Registrar and Transfer
Company, Inc., our transfer agent, to issue to Ian Rescigno 735,000,000 shares
of our common stock, as well as attorney fees and costs in the amount of
$5,679.50, for breaching a settlement agreement which arose from an employment
agreement dispute with Mr. Rescigno. The transfer agent issued the shares on
March 6, 2006, which resulted in an issuance of 516,061,636 shares above our
authorized common stock of 1,500,000,000. On November 8, 2006, Mr. Rescigno
returned to the transfer agent the stock certificate for 735,000,000 shares and
requested a re-issuance of shares within our authorized common stock, with the
balance of shares to be issued once there are sufficient shares authorized. On
November 9, 2006, the transfer agent canceled the excessive issuance and
re-issued to Mr. Rescigno 218,938,364 shares of common stock. We are committed
to complying with the above default judgment and issuing to Mr. Rescigno the
full amount of shares.


                                       22
<PAGE>

         The Company is not involved in any other pending legal proceedings.

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

None.

                                     PART II


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

         The Company's common stock was traded on NASDAQ's OTC Bulletin Board
under the symbol "MYIQ" 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 Company's common stock is currently quoted on the Pink
Sheets Electronic Quotation Service under the symbol "LRNP".

         The following table sets forth the range of high and low bid prices for
our common stock for each quarterly period from December 31, 2006 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 2006
        FIRST QUARTER                     $ .0003            $ .0001
        SECOND QUARTER                      .0003              .0001
        THIRD QUARTER                       .0003              .0001
        FOURTH QUARTER                      .0003              .0001

        FISCAL 2005
        FIRST QUARTER                     $ .0003            $ .0001
        SECOND QUARTER                      .0003              .0001
        THIRD QUARTER                       .0003              .0001
        FOURTH QUARTER                      .0003              .0001

        FISCAL 2004
        FIRST QUARTER                     $ .0003            $ .0001
        SECOND QUARTER                      .0003              .0001
        THIRD QUARTER                       .0003              .0001
        FOURTH QUARTER                      .0003              .0001

Holders
-------

         As of September 5, 2007, there were 9664 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
---------------------------------------

         None.


                                       23
<PAGE>

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

         The Company intends to adopt an equity-based incentive plan in order to
attract and retain key employees and directors of Edulink.

Item 6.     Selected Financial Data.

         Year Ended December 31, 2006 as compared to Year Ended December 31,
2005

                                             FOR THE YEARS ENDED DECEMBER 31,
          INCOME STATEMENT:                          2006           2005
                                            --------------------------------

REVENUE                                     $           --     $            --
INTEREST INCOME                             $           --     $            --
SOFTWARE DEVELOPMENT COSTS                  $           --     $            --
GENERAL AND ADMINISTRATIVE EXPENSES         $           --     $         5,500
TOTAL OPERATING EXPENSES                    $           --     $         5,500
NET LOSS FROM OPERATIONS                    $           --     $        (5,500)

    BASIC AND DILUTED LOSS PER SHARE        $         0.00     $          0.00
    WEIGHTED AVERAGE SHARES OUTSTANDING      1,500,000,000       1,500,000,000

                                                  AS OF DECEMBER 31,
                                                2006            2005
                                           ------------------------------
         BALANCE SHEET DATA
         CASH AND PREPAID ASSETS           $         --     $        --
         TOTAL ASSETS                                --     $        --

         STOCKHOLDERS'EQUITY (DEFICIT)     $                $(1,680,581)


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.

         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

                                       24
<PAGE>

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, 2006, 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 2008 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 2008), as well as to create the infrastructure to market and
exploit its technology in other markets. The Company raised $10,417,381, net of
expenses, as of December 31, 2006, 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,
2007 to March 31, 2008, 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 Operation
--------------------

Year Ended December 31, 2006 as compared to Year Ended December 31, 2005

                                            For The Years Ended December 31,
          INCOME STATEMENT:                       2006           2005
                                            --------------------------------

REVENUE                                      $         --    $       --
INTEREST INCOME                              $         --    $       --
SOFTWARE DEVELOPMENT COSTS                   $         --    $       --
GENERAL AND ADMINISTRATIVE EXPENSES          $         --    $    5,500
TOTAL OPERATING EXPENSES                     $         --    $    5,500

                NET LOSS FROM OPERATIONS     $         --    $   (5,500)

         Comparison of the Year Ended December 31, 2006 and Year Ended December
31, 2005.

         REVENUE. Our revenue remained the same during the period ended December
31, 2006, compared with the period ended December 31, 2005.

         INTEREST INCOME. Interest income expense remained the same during the
period ended December 31, 2006, compared with the period ended December 31,
2005.


                                       25
<PAGE>

         GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative
expenses decreased $5,500 for the year ended December 31, 2006 to $0 compared
with $5,500 for the year ended December 31, 2005. The decrease was due to an
overall scaling back of our operations.

         SOFTWARE DEVELOPMENT COSTS. Software development costs remained the
same during the period ended December 31, 2006, compared with the period ended
December 31, 2005.

         TOTAL OPERATING EXPENSES. Total operating expenses decreased $5,500 for
the year ended December 31, 2006 to $0 compared with $5,500 for the year ended
December 31, 2005. The decrease was due to an overall scaling back of our
operations.

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, 2006, the Company had cash of approximately $0.
Cash used in operations was $0 for the year ended December 31, 2006, and
$10,398,809 from inception through December 31, 2006. 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, 2006, the Company has raised $9,370,177
through sales of common stock, $250,000 from the issuance of debentures and
approximately $933,260 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, 2005 as compared to Year Ended December 31,
2004

                                               FOR THE YEARS ENDED DECEMBER 31,
          INCOME STATEMENT:                        2005                2004
                                            ------------------------------------

     REVENUE                                 $          --         $         --
     INTEREST INCOME                         $          --         $         --
     SOFTWARE DEVELOPMENT COSTS              $          --         $         --


     GENERAL AND ADMINISTRATIVE EXPENSES     $       5,500         $    993,942
     INTEREST EXPENSE                              213,366              132,146
     (GAIN) LOSS ON DERIVATIVES                    491,689              169,020
     FORGIVNESS OF DEBT                           (431,224)                  --
              NET LOSS                       $     279,331         $  1,295,108

         Comparison of the Year Ended December 31, 2005 and Year Ended December
31, 2004.

         REVENUE. Our revenue remained the same during the period ended December
31, 2005, compared with the period ended December 31, 2004.


                                       26
<PAGE>


         GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative
expenses decreased $988,442 for the year ended December 31, 2005 to $5,500
compared with $993,942 for the year ended December 31, 2004. The decrease was
due to an overall scaling back of our operations.

         INTEREST EXPENSE. The Company's interest expense increased to $213,366
for the year ended December 31, 2005 compared with $132,146 for the year ended
December 31, 2004. This increase was due to to increase in amortization of debt
discount in the amount of $32,270 and accrued interest in the amount of $48,950.

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, 2005, the Company had cash of approximately $0.
Cash used in operations was $10,260 for the year ended December 31, 2005, and
$10,398,809 from inception through December 31, 2005. 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, 2005, the Company has raised $9,370,177
through sales of common stock, $250,000 from the issuance of debentures and
approximately $933,260 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.

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

         As reflected in the Company's Financial Statements which accompany this
report, our 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.
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


                                       27
<PAGE>

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.

Subsequent Events
----------------

         On July 21st, 2007, Ian Rescigno was appointed to the Board of
Directors and michael rosenfeld resigned from the Board of Directors.

         Ian Rescigno has been employed as Chief Executive Officer of Learning
Priority, Inc. since August 1, 2007, and his employment agreement runs through
December 31, 2012. Compensation is $150,000 per year plus a bonus equal to the
greater of 10% of the Net Pre-Tax Profits or 10% of the Net Cash Flow of
Learning Priority, Inc. computed annually, but not to exceed an amount equal to
$300,000 for each of the calendar years 2008 and 2009 and $450,000 for each of
the calendar years 2010, 2011, and 2012; in addition, Mr. Rescigno is entitled
to four weeks vacation, annually, fifteen paid sick days, annually, and
insurance benefits. Mr. Rescigno must devote all of his work efforts to Learning
Priority, Inc. for the term of his employment agreement.

         As of January 25, 2008, NASDAQ approved the Company to amend our
Articles of Incorporation to: (i) change the Company's name to "Learning
Priority, Inc." and symbol to "LRNP"; (ii) effectuate a 1-for-1,500 reverse
stock split of our authorized and issued and outstanding shares of common stock;
(iii) increase the number of authorized shares of Common Stock to two billion,
sixteen million, sixty one thousand, six hundred and thirty six (2,016,061,636)
shares of common stock, par value $0.001 per share.

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.




                                       28
<PAGE>


Item 8.      Financial Statements and Supplementary Data.

<TABLE>
<CAPTION>
<S>     <C>

                                                   EDULINK, INC.
                                           (a development stage company)
                                                   BALANCE SHEETS

                                                                            DECEMBER 31,      DECEMBER 31,
                                                                                2006              2005

TOTAL ASSETS

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued expenses                                                         $   132,293
Compensation payable                                                                              189,772
Loan payable, net of unamortized debt discount of $0 and $37,634,
respectively                                                                                      212,366
Due to related party                                                                               47,325
Accrued interest                                                                                   88,116
Stock payable                                                                                     100,000
Derivative liability                                                                              910,709

Total Current Liabilities                                                                       1,680,581


Stockholders' Deficit
Common stock, $.001 par value, 1,500,000,000 shares authorized,
1,500,000,000 shares issued and outstanding as of 12/31/06                    1,500,000         1,500,000

Additional paid-in capital                                                   16,343,350        16,343,350
Deficit accumulated during the development                                  (17,843,350)      (19,523,932)
Total Stockholders' Deficit                                                                    (1,680,581)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT


                 See accompanying summary of accounting policies and notes to financial statements


                                                         29
<PAGE>



                                                    EDULINK, INC.
                                            (a development stage company)
                                            STATEMENTS OF OPERATIONS Years
                              Ended December 31, 2006, 2005 and 2004 and the Period from
                                January 25, 1996 (Inception) through December 31, 2006


                                                                                                       Inception
                                                                                                         through
                                                 2006             2005              2004                  1996
                                            ---------------- ---------------   ----------------     ---------------
License Fee Income                                                                                  $        50,000
Selling, general and administrative                          $         5,500   $       993,942      $    11,624,432
Software development costs                                                                                7,220,268
Impairment of property and equipment                                                                         18,572
Interest expense                                                     (213,366)        (132,146)             786,908
(Gain) loss on derivatives                                            491,689          169,020             (335,231)
Interest income                                                                                            (144,239)
Forgiveness of debt                                                   431,224                               506,488
NET LOSS                                                              279,331        1,295,108           17,843,350
BASIC AND DILUTED LOSS
  PER SHARE                                 $       (0.00)    $         (0.00)     $     (0.00)              N/A
WEIGHTED-AVERAGE SHARES OUTSTANDING          1,500,000,000      1,500,000,000    1,256,635,402               N/A


                 See accompanying summary of accounting policies and notes to financial statements


                                                         30
<PAGE>


                                                    EDULINK, INC.
                                            (a development stage company)
                               STATEMENTS OF CASH FLOWS Years Ended December 31, 2006,
                                  2005 and 2004 and the Period from January 25, 1996
                                                 (Inception) through
                                                  December 31, 2006


                                                                                                          Inception
                                                                                                           Through
                                                           2006            2005             2004             1996
                                                         ----------     ------------    ----------       -----------
CASH FLOWS FROM OPERATING ACTIVITIES:

Net Loss                                                        --        279,331        1,295,108       17,843,350

Adjustments to reconcile net income
 (loss) to net cash used in operating
 activities:
  Stock for services                                                                       970,211        3,322,436
  Additional stock issued for note conversion                                                               354,346
  Stock for settlement of dispute                                                          223,500          223,500
  Option and warrant expense                                                                              3,530,974
  Change in fair value of derivative liability                            491,689          169,020         (335,231)
  Accretion of debt discount on loan payable                              122,318           90,048          260,166
  Forgiveness of debt                                                    (431,224)                         (506,488)
  Impairment of property and equipment                                                                       18,572
  Compensation waived by officers                                                                           270,403
  Changes in:
    Prepaid expense                                                        25,849          (23,651)
    Accounts payable and accrued expenses                                  60,439         (342,403)       1,046,720

NET CASH USED BY OPERATING ACTIVITIES                                     (10,260)        (208,383)     (10,398,809)

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of property and equipment                                                                          (18,572)

NET CASH USED BY INVESTING ACTIVITIES                                                                       (18,572)

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from sale of common stock,
 net of offering costs                                                                                    9,370,177
Proceeds from issuance of debenture                                                        250,000          250,000
Proceeds from issuance of bridge notes and
other short-term notes payable                                             10,260          933,260
Payments on bridge notes and other
 short-term notes payable                                                                  (43,585)        (136,056)


NET CASH PROVIDED BY FINANCING ACTIVITIES                                  10,260          206,415       10,417,381

NET CHANGE IN CASH                                                                          (1,968)

CASH: Beginning of period                                                                    1,968
End of period

NET-CASH TRANSACTIONS

Conversion of notes and accrued interest
 to common stock                                                                                            781,033
Contribution of accrued compensation to officers
 to additional  paid in capital                                                                              97,500
Discount on debt                                                                           250,000          297,800


                 See accompanying summary of accounting policies and notes to financial statements


                                                         31
<PAGE>


                                                    EDULINK, INC.
                                            (a development stage company)
                                      STATEMENT OF STOCKHOLDERS' DEFICIT January
                                             25, 1996 (Inception) through
                                                  December 31, 2006

Common Stock                        Shares                Par         Issued          Shares
                                                                                     Committed       Additional
                                                                                      To Be            Paid in          Accumulated
                                                                                      Capital          Deficit              Total
                                  -----------           -------       -------         -------        ----------          ----------

Sale of common stock              28,302,353    $       28,302       $    --  $      594,575        $       --      $      622,877
  for cash
Shares issued to                 233,280,000           233,280            --        (233,280)               --                  --
  founders
Shares issued for                101,774,118           101,774            --         (36,774)               --              65,000
  services
     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              17,152,942            17,153            --         410,968                               428,121
  for cash
Shares issued for
  conversion                       6,003,529             6,004                       172,375                               178,379
  of notes payable
Shares issued for                  2,287,058             2,287                         2,713                                 5,000
  Services
     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             259,022,500           259,023                      (259,023)
Enterprises, Inc.
 Loan from shareholder
 contributed to capital                                                               140,403                              140,403
Common stock                                                         100,000                                               100,000
 subscription received
Common stock to be
  issued for settlement of                                           571,750                                                571,750
  dispute
Compensation waived by                                                                130,000                               130,000
  officers
     Net loss                                                                                         (153,956)           (156,956)
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             148,300,000           148,300                      7,140,450                            7,288,750
  for cash
Warrants issued to                                                                  3,082,500                            3,082,500
  officers


                                                         32
<PAGE>


Options issued to                                                                      87,983                               87,983
  officers
Shares issued for
  conversion of notes              2,480,000             2,480                       121,520                               124,000
  payable
Common stock canceled               (725,000)             (725)                      (24,275)                              (25,000)
Common stock subscription                                            100,000                                               100,000
  received
Shares issued fors ervices           100,000               100        (5,000)          4,900
Change in settlement                                                (566,750)                                             (566,750)
  of dispute
     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              14,000,000            14,000                       686,000                               700,000
  for cash
Common stock                                                                         100,000                               100,000
 subscription received
Common stock issued
  on exercise of                   5,717,600             5,718                         6,861                                12,579
  warrants
Options issued to                                                                    150,823                               150,823
  officers
Options issued for                                                                    10,000                                10,000
  services
 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                                                           81,818                                81,818
  expense for notes payable
Options issued to officers                                                            37,706                                37,706
Compensation waived by                                                                97,500                                97,500
  officers
     Net loss                                                                                         (918,398)           (918,398)
 Balance, December 31, 2002      821,695,100           821,696       100,000      12,649,543       (14,953,836)         (1,382,597)
Subscription received                                               (100,000)                                             (100,000)
  reclassified to liability
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                   67,830,000            67,830                       410,824                               478,654
  notes payable and
  accrued interest


                                                         33
<PAGE>

Shares issued as additional
  Consideration for               51,170,000            51,170                       303,176                               354,346
  conversion
  of notes payable and
  accrued interest
Common stock issued on
  exercise of options              2,550,000             2,550                        15,300                                17,850
Compensation waived by                                                                97,500                                97,500
  officers 2003
     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                187,366,536           187,367                        374,844                               562,211
  services
Common stock to be
  issued for                     218,938,364           218,938                       (150,257)                               68,681
  settlement of
  dispute
Additional compensation
   owed not covered by value                                                           408,000                              408,000
    of shares issued
      Net loss                                                                                       (1,295,108)         (1,295,108)
 Balance, December 31, 2004    1,500,000,000         1,500,000                      16,343,350      (19,244,601)         (1,401,251)
      Net loss                                                                                         (279,331)           (279,331)
 Balance, December 31, 2005    1,500,000,000         1,500,000                      16,343,350      (19,523,932)         (1,680,581)
      Net loss                                                                                           91,362              91,362
 Balance, December 31, 2006    1,500,000,000         1,500,000                      16,343,350      (17,843,350)




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

                                                         34
<PAGE>


                                 EDULINK, INC..
                          (a development stage company)
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF ACCOUNTING POLICIES

URREA Enterprises, Inc. was incorporated in Nevada in 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.


                                 2006          2005           2004
                              ------------ ------------- ---------------
Net loss as reported          $            $   279,331   $    1,295,108

Pro forma net loss            $      --    $   279,331   $    1,295,108

Basic and diluted net loss

  Per common share:

  As reported                 $            $             $

  Pro forma


                                       35
<PAGE>

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 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 shown in the financial statements, during the years ended December 31, 2005
and 2004, the Company incurred losses of $279,331 and $1,295,108, respectively.
As of December 31, 2006, Company incurred cumulative losses, from inception, of
$17,843,350. As of December 31, 2006, the Company is in the development stage
and is primarily engaged in research and development activities. Accordingly,
the accompanying statements of operations should not be regarded as typical for
normal periods of operation. The Company's development stage status, recurring
net losses, and capital deficit raise substantial doubt about its ability to
continue as a going concern. Additional financing will be required in order for
the Company to complete its development stage activities.

The financial statements do not include any adjustments relating to the
recoverability and classification of liabilities that might be necessary should
the Company be unable to continue as a going concern.

Development Stage Enterprise

The Company is a development stage company as defined in Statement of Financial
Accounting Standards ("SFAS") No. 7, "Accounting and Reporting by Development
Stage Enterprises." The Company is devoting substantially all of its present
efforts to establish a new business, and its planned principal operations have
not yet commenced. All losses accumulated since inception have been considered
as part of the Company's development stage activities.

                                       36
<PAGE>

NOTE 3 - INCOME TAXES

Income taxes are not due since Edulink has losses since inception. Since
inception, Edulink has approximately $9,460,000 in net operating losses, which
expire in the years 2019 through 2025.

The components of deferred taxes are as follows:

                                           2006             2005
                                       -----------      -----------
Deferred tax assets
  Net operating loss carryforwards     $ 3,220,000      $ 3,180,000
  Software development costs
   capitalized for tax purposes          2,889,000        2,889,000
  Less:  valuation allowance            (6,109,000)      (6,069,000)

Net deferred tax assets

NOTE 4 - 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 cancelled           --
2001       14,000,000           -for cash               .050
            2,000,000           -for cash               .050
            5,717,600           -for options            .002
                                exercised
2003        2,550,000           -for options            .007
                                exercised
          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          .0003
                                lawsuit


                1,500,000,000 total shares issued through December 31, 2006

An additional 516,061,636 shares is payable for a lawsuit judgment entered in
2006 for which additional shares haven't been authorized for issuance. This
amount is valued at $154,819 and is included in compensation payable.

NOTE 5 - STOCK OPTIONS AND WARRANTS

Common Stock Warrants

During the years ended December 31, 2004 and 2005, 1,143,529 and 226,245,009
warrants were canceled. 750,000 warrants were issued during the year ended

                                       37
<PAGE>

December 31, 2004. No warrants were exercised during the year ended December 31,
2004. No warrants were issued or exercised during the year ended December 31,
2005. No warrants were issued or exercised during the year ended December 31,
2006.

Summary information regarding warrants is as follows:

                                        Warrants
                                      -----------
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
  Cancelled                            (1,143,529)

Outstanding at December 31,2004       226,995,009

Year ended:  December 31, 2005
  Cancelled                           226,995,009

Outstanding at December 31,2005                 0

Year ended:  December 31, 2006
  No activity

Outstanding at December 31,2006           750,000


<TABLE>
<CAPTION>
<S>     <C>
Exercise and Price Stock Warrants  Stock Warrants   Weighted Average  Weighted Average
                   Outstanding     Exercisable      Remaining         Exercisable Price
                                                    Contractual Life  of Warrants
                                                                      Outstanding
                                                                      Exercisable
------------------ --------------- ---------------- ----------------- ------------------

       $0.0050           750,000         750,000         2.40 years         $0.0050
                         750,000         750,000
</TABLE>


Options

No options were granted, expired or exercised, during the years ended
December 31, 2004, 2005 and 2006.



Summary information regarding options is as follows:


                                       Options
                                      ----------

Outstanding at December 31, 2002      4,000,000

Year ended:  December 31, 2003
  Granted                             2,550,000
  Exercised                          (2,550,000)

Outstanding at December 31,2003       4,000,000

Year ended:  December 31, 2004
  No Activity

Outstanding at December 31,2004       4,000,000

Year ended:  December 31, 2005
  No Activity

Outstanding at December 31,2005       4,000,000

Year ended:  December 31, 2006
  No activity

Outstanding at December 31,2006       4,000,000


                                       38
<PAGE>

Options outstanding and exercisable as of December 31, 2006:


Exercise      Stock         Stock         Weighted-     Weighted-
And           Options       Options       Average       Average
Price         Outstanding   Exercisable   Remaining     Exercise
                                         Contractual    Price of
                                           Life          Options
                                                        Outstanding
                                                        Exercisable
------------- ------------- ------------- ------------- --------------
$0.0250       3,000,000     3,000,000     1.88 years    $0.0250
$0.2500       1,000,000     1,000,000     1.67 years    $0.2500
-------       ---------     ---------                   -

Total         4,000,000     4,000,000
              =========     =========


Compensation expense for 2006, 2005 and 2004 was $0, $0 and $0, respectively.

NOTE 6 - DEBT FORGIVENESS

Edulink's legal counsel determined that third party collection attempts on
certain account 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. $431,224 and $75,264 of accounts payable were
written off to debt forgiveness income in the years ended December 31, 2005 and
2003, respectively.

NOTE 7 - SUMMARIZED QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

Summary data relating to the results of operations for each quarter of the year
ended December 31, 2006 is as follows:

<TABLE>
<CAPTION>
<S>     <C>

                                                For the three months ended


                                March 31,        June 30,       September 30,    December 31,
                                  2006             2006             2006             2006
---------------------------- ---------------- ---------------- ---------------- ---------------
Selling, general
  And administrative                  $6,679          $ 1,000        $0               $0
Interest expense                      52,610           33,619
(Gain) loss on
  derivatives                      (470,664)            (470)
Forgiveness of debt
Net income (loss)                    411,374           35,089

Basic and diluted loss
  Per share                          ($0.00)          ($0.00)          ($0.00)         ($0.00)

Weighted average shares
outstanding                    1,500,000,000    1,500,000,000    1,500,000,000   1,500,000,000
</TABLE>


NOTE 8 - COMMITMENTS AND CONTINGENCIES

Executive Officer Employment Agreements

We do not have employment agreements and, therefore, all employment is on an
"at-will" basis. No salaries were paid or accrued in the year ended December 31,
2006.

Subsequent Events
-----------------

On July 21st, 2007, Ian Rescigno was appointed to the Board of Directors and
Michael Rosenfelt resigned from the Board of Directors.

                                       39
<PAGE>


Ian Rescigno has been employed as Chief Executive Officer of Learning Priority,
Inc. since August 1, 2007, and his employment agreement runs through December
31, 2012. Compensation is $150,000 per year plus a bonus equal to the greater of
10% of the Net Pre-Tax Profits or 10% of the Net Cash Flow of Learning Priority,
Inc. computed annually, but not to exceed an amount equal to $300,000 for each
of the calendar years 2008 and 2009 and $450,000 for each of the calendar years
2010, 2011, and 2012; in addition, Mr. Rescigno is entitled to four weeks
vacation, annually, fifteen paid sick days, annually, and insurance benefits.
Mr. Rescigno must devote all of his work efforts to Learning Priority, Inc. for
the term of his employment agreement.

As of January 25, 2008, NASDAQ approved the Company to amend our Articles of
Incorporation to: (i) change the Company's name to "Learning Priority, Inc." and
symbol to "LRNP"; (ii) effectuate a 1-for-1,500 reverse stock split of our
authorized and issued and outstanding shares of common stock; (iii) increase the
number of authorized shares of Common Stock to two billion, sixteen million,
sixty one thousand, six hundred and thirty six (2,016,061,636) shares of common
stock, par value $0.001 per share.

Item 9.      Changes In and Disagreements With Accountants on Accounting and
             Financial Disclosure.

On November 28, 2006, we dismissed our independent accountants, Malone & Bailey,
PC ("MBPC"). The decision to change accountants was approved by our Board of
Directors. MBPC's reports dated September 27, 2006 on our balance sheets as of
December 31, 2005 and December 31, 2004 and the related statements of
operations, stockholders' equity, and cash flows for each of the two years then
ended, did not contain an adverse opinion or disclaimer of opinion, or
qualification or modification as to uncertainty, audit scope, or accounting
principles. However, both reports contained an explanatory paragraph disclosing
the uncertainty regarding the ability of the Company to continue as a going
concern. During the two most recent fiscal years ended December 31, 2005 and
2004 and in the subsequent interim period, there were no disagreements with MBPC
on any matters of accounting principles or practices, financial statement
disclosure, or auditing scope or procedures which, if not resolved to the
satisfaction of MBPC, would have caused them to make reference to the matter in
their reports; and there were no reportable events, as listed in Item
304(a)(1)(v) of Regulation S-K. We have requested them to furnish a letter
addressed to the Commission stating whether it agrees with the above statements.
Please refer to the copy of the MBPC letter in our Form 8-K filed on November
30, 2006, as Exhibit 16.1.

Subsequent Events
-----------------

On March 28, 2007 , the client-auditor relationship between Edulink, Inc. and
Kempisty & Company, Certified Public Accountants, P.C. has ceased. A copy of the
Kempisty & Company letter is filed as Exhibit 16.1 to this 10-K.

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 have concluded that our
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the Exchange Act) are 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. The Company's
current management has begun to do the required filings that are delinquent.
Current management recognized that Company's prior management and executive team
did not have adequate controls in place to ensure that filings were made in an
accurate and timely manner.



                                       40
<PAGE>

Changes in Internal Controls
-----------------------------

In new management's evaluation of the Company's internal controls and
procedures, some improvements were made as follows:

         o        Updating internal controls and procedures.

         o        Engaging outside legal counsel experienced in SEC rules and
                  regulations to review the Company's controls and procedures
                  and ensure ongoing compliance with SEC rules and policies.

         o        Adopting a new Code of Business Ethics.

         o        Mandatory continued education for the Company's executive
                  management to keep them abreast of changes in legal accounting
                  rules and SEC regulations.

Item 9B.     Other Information.

None.

                                    PART III

Item 10      Directors and Executive Officers of the Registrant.

Director and Executive Officer
------------------------------

The sole director and officer of the Company is listed below. The director holds
office for his respective term and until his successors are duly elected and
qualified. Vacancies in the existing Board are filled by a majority vote of the
remaining directors. The sole officer serves at the will of the Board of
Directors.

Name                               Age             Positions and Offices Held
----------------------------------------------------------------------------
Michael Rosenfelt                  67              CEO, CFO and Sole Director

Michael Rosenfelt is the Chief Executive Officer, Chief Financial Officer and
sole director of the Company. Mr. Rosenfelt has worked for the Company since
September 1, 1999. He was previously an entertainment lawyer for approximately
30 years. Mr. rosenfelt received his Bachelor of Arts degree from UCLA in 1961
and an L.L.B. from UCLA in 1966.

Director Terms of Office
------------------------

In accordance with the terms of the Company's articles of incorporation, the
directors hold office for the term for which they are elected and until their
successors are duly elected and qualified. Vacancies in the existing Board are
filled by a majority vote of the remaining directors. The officers serve at the
will of the Board of Directors.

Director Compensation
---------------------

The Company's directors did not receive any compensation for their services
rendered to the Company, have not received such compensation in the past, and
are not accruing any compensation pursuant to any agreement with the Company.
Directors are entitled to reimbursement of expenses incurred in attendance of
Board Meeting and fulfilling their duties as a director.

Meetings and Committees of the Board
------------------------------------

The Board held no meetings during the Company's fiscal year ended December 31,
2006.

Significant Employees
---------------------
None.

Family Relationships
--------------------
None.


                                       41
<PAGE>

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

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

Audit Committee
---------------

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

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

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

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

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

|X|      understands internal controls over financial reporting; and

|X|      understands audit committee functions.

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

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

To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company, all reports under Section 16(a) required to be
filed by its officers and directors and greater than ten percent beneficial
owners were 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.
----------------------------------

During the year ended December 31, 2006, 2005 and 2004 the Company did not incur
any salary or consulting fees to its sole officer, including cash payments and
accounts payable. No salaries were paid or accrued in the year ended December
31, 2006, 2005 and 2004.

Executive Officer Employment Agreements
---------------------------------------

We do not have employment agreements and, therefore, all employment is on an
"at-will" basis. It is expected that the Company may enter into an employment
agreement with any of its Designees.


                                       42
<PAGE>

The following executives of the Company received compensation in the amounts set
forth in the chart below for the years ended December 31, 2006, 2005 and 2004.
All compensation listed is in US dollars. No other item of compensation was paid
to any officer or director of the Company other than reimbursement of expenses.

<TABLE>
<CAPTION>
<S>     <C>

                           SUMMARY COMPENSATION TABLE

                   ANNUAL                                                 LONG-TERM
               COMPENSATION                                             COMPENSATION
               ------------                                             ------------
                                                                     AWARDS     PAYOUTS
                                                                     ------     -------
                                                                    SECURITIES
                                                        RESTRICTED  UNDER-LYING
NAME AND      YEAR                      OTHER ANNUAL       STOCK    OPTIONS       LTIP       ALL OTHER
PRINCIPAL     ENDED    SALARY   BONUS   COMPENSATION     AWARD(S)     /SARS      PAYOUTS   COMPENSATION
POSITION      12/31     ($)     ($)         ($)            ($)      O  ($)        ($)          ($)
-----------------------------------------------------------------------------------------------------------

Michael
Rosenfelt      2006   $    0       0               0            0          0          0               0
               2005   $    0       0               0            0          0          0               0
               2004   $    0       0               0            0          0          0               0
</TABLE>

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, 2006, and
the subsequent period up to the date of the filing of this annual report.

Aggregated Option Exercises and Fiscal Year-End Option Value Table. There were
no stock options exercised during fiscal year ending December 31, 2006, by the
executive officers named in the Summary Compensation Table.

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

During the fiscal years ended December 31, 2006, 2005, and 2004, the Company did
not grant any options to its Chief Executive Officer or any other officer or
director.

                                       43
<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 2,016,061,636 issued and outstanding common stock,
and all directors and officers of the Company as a group as of December 31,
2006.


Name and Address of Beneficial Owner        Number            Percentage (1)
------------------------------------        ---------------   --------------
Michael Rosenfelt (2)                       199,752,789 (3)   9.91%
IAN RESCIGNO                                844,592,577       46.38%

All Executive Officers and
Directors as a Group                        199,752,789       9.91%


(1) Calculated on the basis of 2,016,061,636 shares of common stock issued and
outstanding on May 19, 2006, including the 735,000,000 shares of our common
stock issued to Ian Rescigno pursuant to a default judgment entered in the Los
Angeles Superior Court on February 28, 2006, which resulted in an issuance in
excess of our authorized capital stock of 1,500,000,00. 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 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.

Item 13.      Certain Relationships and Related Transactions.

None.

Item 14.     Principal Accounting Fees and Services.

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

For our fiscal year ended December 31, 2006, we were not billed for professional
services rendered for the audit and reviews of our financial statements. For our
fiscal year ended December 31, 2005, 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, 2006 and December 31, 2005, 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, 2006 and December
31, 2005.

                                       44
<PAGE>

                                                      PART IV

Item 15.     Exhibits.
<TABLE>
<CAPTION>
<S>     <C>

Exhibit No. Title of Document                                                   Location
-----------------------------------------------------------------------------------------------------------
10.2         Mutual Rescission and Release Agreement dated March 12, 2007       Incorporated by reference
                                                                                as Exhibit 10.2 to Form
                                                                                8-K filed March 15, 2007
16.1         Letter from Kempisty & Company dated March 28, 2007                Filed herewith
31.1         Certification of Chief Executive Officer Pursuant                  Filed herewith
             to Rule 13a-14(a) of the Securities Exchange Act of 1934
32.1         Certification of Chief Executive Officer pursuant to 18 U.S.C.     Filed herewith
             Section 1350, as adopted pursuant to Section 906 of the
             Sarbanes-Oxley Act of 2002
</TABLE>


                                       45
<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 onits
behalf by the undersigned, thereunto duly authorized.


                                        EDULINK, INC.

Date: June 4, 2008
                                        /s/  IAN RESCIGNO
                                        -------------------------------
                                        Ian Rescigno
                                        Chief Executive Officer
                                        (Principal Executive Officer and
                                        Authorized  Signatory)


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.


                                           For the Board of Directors of



Date: June 4, 2008
                                                 /s/  IAN RESCIGNO
                                                 ---------------------
                                                 Ian Rescigno
                                                 Chairman



                                       46