<PAGE>

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


                                    FORM 10-Q/A

           [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 2003
                                       or

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

         For the transition period from ______________ to ______________

                        Commission File Number: 000-29953


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


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

                             201 Wilshire Boulevard
                                  Second Floor
                         Santa Monica, California 90401
                             -----------------------
           (Address of principal executive offices including zip code)

                               (310) 310-393-4901
                                -----------------
              (Registrant's telephone number, including area code)

     Indicate by check mark whether the registrant (1) has filed all 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
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                                 Yes [X] No [ ]

     As of March 31, 2003, there were 821,695,100 outstanding shares of the
Registrant's Common Stock, $0.001 par value.

<PAGE>

                    EDULINK, INC., DBA THE LEARNING PRIORITY
                          (A DEVELOPMENT STAGE COMPANY)

                                TABLE OF CONTENTS

                                                                          Page
                                                                          ----
PART I.  FINANCIAL INFORMATION

Item 1. Unaudited Financial Statements

     Balance Sheets at March 31, 2003(unaudited) and December 31, 2002     3

     Statements of Operations for the three months ended March 31, 2003
        and 2002 (unaudited) and for the period from January 25, 1996
        (inception) to March 31, 2003 (unaudited) .....................    4

     Statements of Cash Flows for the three months ended March 31, 2003
       and 2002 (unaudited)and for the period from January 25, 1996
       (inception) to March 31, 2003 (unaudited) ......................   5 - 6

     Notes to Financial Statements (unaudited) ........................   7 - 10

Item 2. Management's Discussion and Analysis of Financial Condition
           and Results of Operations ..................................   11-13

PART II.  OTHER INFORMATION

Item 6.  Exhibits......................................................   14

SIGNATURES ............................................................   15

CERTIFICATIONS............................................................16-17


  Unless otherwise indicated, all references to "EduLink," "we," "us" and "our"
  refer to EduLink, Inc. and its predecessor.

                                CAUTIONARY NOTICE
                      REGARDING FORWARD-LOOKING STATEMENTS

         This report contains statements that we believe are "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Forward-looking statements generally can be identified by the use of
forward-looking terminology such as "may," "will," "expect," "should," "intend,"
"estimate," "anticipate," "believe," "plan," "continue" or similar terminology.
We undertake no obligation to publicly update or revise any forward-looking
statements contained in this report. These forward-looking statements are not
guarantees of future performance and are subject to risks, uncertainties and
other factors, some of which are beyond our control, that could cause actual
results to differ materially from those we express or imply in those
forward-looking statements. These risks, uncertainties and other factors
include, but are not limited to, the raising of additional capital, the
acceptance of our products in the market, competition, the status of our
intellectual property and our dependence on educational customers for sales of
our specialized educational products, statements regarding our competitive
strengths, business strategy, expected benefits of any acquisition, future
financial position, budgets, projected costs and plans and objectives of
management. Other uncertainties related to our business and securities, which
are traded on the OTC Bulletin Board, are outlined in our Annual Report on Form
10-K for the fiscal year ended December 31, 2002.

                                       2
<PAGE>
<TABLE>
<CAPTION>
                                                         EDULINK, INC., DBA THE LEARNING PRIORITY
                                                                    (A DEVELOPMENT STAGE COMPANY)
                                                                                   BALANCE SHEETS
                                                 MARCH 31, 2003 and DECEMBER 31, 2002 (UNAUDITED)
- -------------------------------------------------------------------------------------------------
                                              ASSETS

                                                                      March 31,     December 31,
                                                                         2003            2002
                                                                    ------------    ------------
                                                                    (Unaudited)

<S>                                                                 <C>             <C>
CURRENT ASSETS
     Cash                                                           $       --      $        917
     Prepaid expenses and other current assets                            25,000          25,000
                                                                    ------------    ------------

         Total current assets                                             25,000          25,917

PROPERTY AND EQUIPMENT, net                                               17,222          18,572
DEPOSIT                                                                    2,198           2,198
                                                                    ------------    ------------

                      TOTAL ASSETS                                  $     44,420    $     46,687
                                                                    ============    ============


                              LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
     Bridge notes payable, net of unamortized discount              $    350,000    $    350,000
     Accounts payable and accrued expenses                               654,489         645,872
     Compensation payable                                                327,454         229,954
     Due to related party                                                 90,500          90,500
     Accrued interest                                                    109,133          94,958
     Other current liabilities                                            18,000          18,000
                                                                    ------------    ------------

         Total current liabilities                                     1,549,576       1,429,284
                                                                    ------------    ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT
     Common stock, $0.001 par value
         1,500,000,000 shares authorized
         821,695,100 (unaudited) and 821,695,100 shares
              issued and outstanding                                     821,696         821,696
     Shares committed to be issued                                       100,000         100,000
     Additional paid-in capital                                       12,687,243      12,649,543
     Deficit accumulated during the development stage                (15,114,095)    (14,953,836)
                                                                    ------------    ------------

                  Total stockholders' deficit                         (1,505,156)     (1,382,597)
                                                                    ------------    ------------

                      TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT   $     44,420    $     46,687
                                                                    ============    ============

            The accompanying notes are an integral part of these financial statements.
</TABLE>
                                             3
<PAGE>

<TABLE>
<CAPTION>
                                                    EDULINK, INC., DBA THE LEARNING PRIORITY
                                                               (A DEVELOPMENT STAGE COMPANY)
                                                                    STATEMENTS OF OPERATIONS
                          FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002 (UNAUDITED) AND
              FOR THE PERIOD FROM JANUARY 25, 1996 (INCEPTION) TO MARCH 31, 2003 (UNAUDITED)
- --------------------------------------------------------------------------------------------

                                                                                 For the
                                                                                Period from
                                                         For the                January 25,
                                                   Three Months Ended               1996
                                                         March 31,            (Inception) to
                                            ------------------------------        March 31,
                                                  2003             2002            2003
                                            -------------    -------------    -------------
                                             (unaudited)       (unaudited)      (unaudited)
<S>                                         <C>              <C>              <C>
INCOME
   Interest                                 $        --      $         113    $     144,239
                                            -------------    -------------    -------------

EXPENSES
   Software development costs                        --             12,884        7,220,268
   General and administrative                     160,259          407,882        8,038,066
                                            -------------    -------------    -------------
     Total expenses                               160,259          420,766       15,258,334
                                            -------------    -------------    -------------

NET LOSS                                    $    (160,259)   $    (420,653)   $ (15,114,095)
                                            =============    =============    =============

BASIC AND DILUTED LOSS PER SHARE            $        --      $        --      $       (0.02)
                                            =============    =============    =============

WEIGHTED-AVERAGE SHARES USED TO COMPUTE
   BASIC AND FULLY DILUTED LOSS PER SHARE     821,695,100      821,695,100      665,913,132
                                            =============    =============    =============


         The accompanying notes are an integral part of these financial statements.
</TABLE>
                                             4
<PAGE>

<TABLE>
<CAPTION>
                                                             EDULINK, INC., DBA THE LEARNING PRIORITY
                                                                        (A DEVELOPMENT STAGE COMPANY)
                                                                             STATEMENTS OF CASH FLOWS
                                   FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001 (UNAUDITED) AND
                       FOR THE PERIOD FROM JANUARY 25, 1996 (INCEPTION) TO MARCH 31, 2003 (UNAUDITED)
- -----------------------------------------------------------------------------------------------------

                                                                                        For the
                                                                                      Period from
                                                                 For the              January 25,
                                                           Three Months Ended            1996
                                                                 March 31,            (Inception) to
                                                       ----------------------------     March 31,
                                                           2003             2002           2003
                                                       ------------    ------------    ------------
                                                        (unaudited)    (unaudited)      (unaudited)
<S>                                                    <C>             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                            $   (160,259)   $   (420,653)   $(15,114,095)
   Adjustments to reconcile net loss to net cash
     used in operating activities
       Loan from shareholder contributed to captial            --              --           140,403
       Common stock to be issued for software
       development costs                                       --              --           571,750
       Common stock issued for professional services           --              --            70,000
       Common stock issued for related party payable           --              --              --
       Compensation waived by officers                         --              --           130,000
       Options issued to officers as compensation          37,700            37,706         226,229
       Options issued for services                             --              --            10,000
       Warrants issued for services                            --            81,818       3,252,301
       Amortization of debt discount                           --              --            11,950
       Cancellation of shares committed                        --              --          (566,750)
       Depreciation expense                                 1,350              --              --
       (Increase) decrease in                                  --              --           (25,000)
         Due from related party                                --              --              --
         Prepaid expenses and other current assets             --              --              --
         Deposit                                               --              --            (2,198)
       Increase (decrease) in
         Accounts payable and accrued expenses                8,617          49,506         668,664
         Compensation payable                                97,500         229,954         327,454
         Due to related party                                  --            90,500          90,500
         Accrued expenses                                     14,175          2,582          61,808
         Other current liabilities                             --            18,000          18,000
CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of property and equipment                          --              --           (18,572)
                                                       ------------    ------------    ------------

Net cash provided by (used in)investing activities             --              --           (18,572)
                                                       ------------    ------------    ------------

         The accompanying notes are an integral part of these financial statements.
</TABLE>

                                             5
<PAGE>
<TABLE>
<CAPTION>
                               EDULINK, INC., DBA THE LEARNING PRIORITY
                                    (A DEVELOPMENT STAGE COMPANY)
                                       STATEMENTS OF CASH FLOWS
                  FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002 (UNAUDITED) AND
            FOR THE PERIOD FROM JANUARY 25, 1996 (INCEPTION) TO MARCH 31, 2003 (UNAUDITED)


                                                                                                       For the
                                                                                                     Period from
                                                                              For the                 January 25,
                                                                        Three Months Ended               1996
                                                                             March 31,              (Inception) to
                                                                ---------------------------------      March 31,
                                                                      2003              2002             2003
                                                                ----------------  ---------------  ----------------
                                                                  (unaudited)        (unaudited)     (unaudited)
<S>                                                             <C>                <C>            <C>
CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from issuance of bridge notes                       $       -          $   340,500    $      815,500
   Repayment of bridge notes                                            -                 -              (50,000)
   Proceeds from issuance of common stock                               -                 -            9,777,579
   Cost of issuance of common stock                                     -                 -             (396,873)
                                                                ----------------  ---------------  ----------------

Net cash provided by financing activities                               -             340,500         10,146,206
                                                                ----------------  ---------------  ----------------

Net increase (decrease) in cash                                       (917)           (102,234)

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

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


SUPPLEMENTAL DISCLOSURES OF CASH FLOW
   INFORMATION

     INTEREST PAID                                              $      -          $      -         $      -
                                                                ================  ===============  ================

     INCOME TAXES PAID                                          $      -                 800       $        4,000
                                                                ================  ===============  ================

              The accompanying notes are an integral part of these financial statements.
</TABLE>

                                                  6
<PAGE>

                    EDULINK, INC., DBA THE LEARNING PRIORITY
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                DECEMBER 31, 2002 AND MARCH 31, 2003 (UNAUDITED)

NOTE 1 - DESCRIPTION OF BUSINESS

         URREA Enterprises, Inc. ("URREA"), a Nevada corporation, acquired
         EduLink, Inc. ("OLD EduLink"), a California corporation engaged in the
         development of educational software, on October 28, 1999. After the
         acquisition, URREA changed its name to EduLink, Inc., dba The Learning
         Priority (the "Company").

         URREA issued 388,800,000 shares of common stock to acquire 100% of the
         common stock of OLD EduLink. The acquisition was accounted for as an
         issuance of stock by OLD EduLink for the net assets of URREA as the
         shareholders of OLD EduLink owned 60% of the common stock of URREA
         after the acquisition, resulting in a recapitalization of OLD EduLink.
         URREA had no significant assets or liabilities at the date of
         acquisition and did not have significant operations prior to the
         acquisition. Therefore, no pro forma information is presented.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Going Concern

         The accompanying financial statements have been prepared on a going
         concern basis which contemplates the realization of assets and the
         satisfaction of liabilities in the normal course of business. As shown
         in the financial statements, during the years ended December 31,2002,
         2001, and 2000,the Company incurred losses of $918,398, $2,844,647, and
         $7,426,105, respectively. As of March 31, 2003, 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 and continue its
         operations. Management intends to attempt to obtain such financing from
         new investors.

         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.

                                       7
<PAGE>

         Comprehensive Income

         The Company utilizes SFAS No. 130, "Reporting Comprehensive Income."
         This statement establishes standards for reporting comprehensive income
         and its components in a financial statement. Comprehensive income as
         defined includes all changes in equity (net assets) during a period
         from non-owner sources. Examples of items to be included in
         comprehensive income, which are excluded from net income, include
         foreign currency translation adjustments and unrealized gains and
         losses on available-for-sale securities. Comprehensive income is not
         presented in the Company's financial statements since the Company did
         not have any of the items of comprehensive income in any period
         presented.

         Property and Equipment

         Property and equipment are recorded at cost. Depreciation and
         amortization are provided on a straight-line basis over an estimated
         useful life of five years.

         Impairment of Long-Lived Assets

         The Company reviews long-lived assets to be held and used for
         impairment whenever events or changes in circumstances indicate that
         the carrying amount of an asset may not be recoverable. If the sum of
         the expected future cash flows (undiscounted and without interest
         charges) is less than the carrying amount of the asset, the Company
         would recognize an impairment loss based on the estimated fair value of
         the asset.

         Stock Split

         In October 1999, the Company's Board of Directors declared a 50-for-1
         stock split. All applicable share and per share data have been
         retroactively restated for the stock split.

         Stock-Based Compensation

         SFAS No. 123, "Accounting for Stock-Based Compensation," establishes
         and encourages the use of the fair value based method of accounting for
         stock-based compensation arrangements under which compensation cost is
         determined using the fair value of stock-based compensation determined
         as of the date of grant and is recognized over the periods in which the
         related services are rendered. The statement also permits companies to
         elect to continue using the current implicit value accounting method
         specified in Accounting Principles Bulletin ("APB") Opinion No. 25,
         "Accounting for Stock Issued to Employees," to account for stock-based
         compensation issued to employees. The Company has elected to use the
         intrinsic value based method and has disclosed the pro forma effect of
         using the fair value based method to account for its stock-based
         compensation.

         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, the Company has not completed its software development to the
         point of technological feasibility, and accordingly, no costs have been
         capitalized.

                                       8
<PAGE>

         Income Taxes

         The Company uses the asset and liability method of accounting for
         income taxes. The asset and liability method accounts for deferred
         income taxes by applying enacted statutory rates in effect for periods
         in which the difference between the book value and the tax bases of
         assets and liabilities are scheduled to reverse. The resulting deferred
         tax asset or liability is adjusted to reflect changes in tax laws or
         rates. Because the Company has incurred losses from operations, no
         benefit is realized for the tax effect of the net operating loss
         carryforward and software development costs capitalized for tax
         purposes due to the uncertainty of its realization.

         Loss per Share

         Basic loss per share is computed by dividing loss available to common
         shareholders by the weighted-average number of common shares
         outstanding. Diluted loss per share is computed similar to basic loss
         per share except that the denominator is increased to include the
         number of additional common shares that would have been outstanding if
         the potential common shares had been issued and if the additional
         common shares were dilutive. Because the Company has incurred net
         losses, basic and diluted loss per share are the same.

         Estimates

         The preparation of financial statements requires management to make
         estimates and assumptions that affect the reported amounts of assets
         and liabilities and disclosure of contingent assets and liabilities at
         the date of the financial statements and the reported amounts of
         revenue and expenses during the reporting period. Actual results could
         differ from those estimates.

NOTE 3 - ACCOUNTS PAYABLE

       On January 5, 2000, the Company entered into an agreement with its major
       vendor and the vendor's affiliates to settle a disputed amount of a
       contractual obligation arising from a software development contract. The
       agreement calls for a settlement of the entire outstanding balance for
       $1,000,000 within the period specified by the agreement. The Company has
       agreed to pay the vendor at specified dates 15% of the net financing
       proceeds it receives pursuant to its financing activities. During the
       year ended December 31, 2000, the Company paid $600,000 to this vendor
       and its affiliates in accordance with the settlement agreement. The
       remaining balance of $400,000 is included in the accounts payable balance
       at March 31, 2003.

       In addition, the agreement states that the Company will assign to the
       vendor intellectual property rights of the software developed if the
       $1,000,000 obligation is not paid by December 31, 2002. As of December
       31, 2002, the vendor agreed to extend this agreement until further
       notice.

       Further, the Company has agreed to issue approximately 11,435,000 shares
       of common stock as part of the settlement agreement within 60 days of the
       date of this agreement in lieu of shares and warrants that were agreed
       upon previously. During the year ended December 31, 2000, the number of
       shares agreed to be issued as part of the settlement agreement was
       reduced to 100,000, which was issued to the vendor in December 2000. As a
       result, $566,750 of the commitment to issue common stock was reversed.
       Accordingly, the software development costs were also reduced by
       $566,750.

                                       9
<PAGE>

NOTE 4 - BRIDGE NOTES PAYABLE

       Bridge notes represent notes payable at 10% (annual percentage rate
       10.47%) per annum and are currently due for payment. The Company issued
       20,869,412 and 11,435,294 warrants to purchase shares of common stock to
       the 1998 and 1996 lenders, respectively, at an average exercise price of
       $0.034 per share. These warrants expire four years from the date of grant
       or four years from the date of an initial public offering.

       During the year ended December 31, 2000, two of the 1998 bridge note
       lenders converted $100,000 of the loan balance and $24,000 of accrued
       interest into 2,480,000 shares of common stock.

       During the year ended December 31, 2000, 8,004,706 warrants issued to
       1996 bridge loan lenders expired.

     During December 2001, the Company obtained a loan for $250,000 to be
     received in two installments. The first installment of $100,000 was
     received on December 5, 2001. The second installment of $150,000 was
     received on January 5, 2002. The note bears interest at 10% (annual
     percentage rate 10.47%) and matured on March 31, 2002, but the maturity
     date was orally extended by the lender to August 31, 2002. The Company as
     of March 31, 2003 is in default of the provisions of the loans and the
     lenders have not initiated any action for recovery. The loan may be
     converted at the lender's request into common stock. The number of shares
     will be determined by dividing $0.05 into that portion of the money owed by
     the Company.

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

       The proceeds of the $250,000 loan have been allocated between the note
       payable and the warrants based on their relative fair value. The
       resulting interest is being amortized over the term of the loan. At March
       31, 2003, the loan is shown net of amortized interest of $50,025.

NOTE 5 - COMMITMENTS AND CONTINGENCIES

       Employment Agreement

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

       In 2000, following the issuance of warrants for completion of the design
       phase of the Company's educational software product but prior to the
       issuance of any of the remaining warrants, the agreements were amended to
       eliminate the right to receive the remaining warrants in exchange for
       $50,000 additional salary in 2000 for each officer and a base salary of
       $300,000 in 2001 for each of the President and Chief Executive Officer,
       and $30,000 additional salary in 2000 for the Senior Vice President, who
       also received in February 2000 additional warrants to purchase 34,305,000
       shares of common stock at an exercise price of $.0022 per share.

NOTE 6 - RELATED PARTY TRANSACTIONS

       During the year ended December 31, 2002, a member of the Board of
       Directors loaned the Company $90,500 for operating costs. This amount is
       reflected as Due to Related Party on the balance sheet.

                                       10
<PAGE>

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

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

OVERVIEW

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

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

         The Company raised $8,412,578, net of expenses, as of March 31, 2003,
toward the goal of a total of $13.5 million, primarily through the private
placement of its common stock.

                                       11
<PAGE>

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

RESULTS OF OPERATIONS

         Three Months Ended March 31, 2003 as compared to Three Months Ended
         March 31, 2002

                                           FOR THREE MONTHS ENDED MARCH 31,
         Income statement:                    2003                  2002
                                       -----------------      ---------------
        Revenue                         $        -            $      -
        Interest income                 $        -            $          113

        Software development costs      $        0            $       12,884
        General and administrative
           expenses                     $     160,259         $      407,882
        Total Expenses                  $     160,259         $      420,766

        Net loss                        $     160,259         $      420,653



         Revenue

         EduLink is a development stage enterprise and has spent most of its
efforts during the past five years in developing its Smart Schoolhouse system
web-based software initially for the 7th and 8th grades, and now also for 3rd
through 6th and 9th through 12th grades as well as the home-school market, which
is intended to be launched upon the start of next customary school year in
September 2003 following the completion of the beta test and resultant
modifications to the system, if any. Accordingly, EduLink has not generated any
revenues to date. EduLink's cumulative losses from inception through March 31,
2003 are $15,129,140 .

         Interest Income

         Interest income in 2002 arose from investment of capital raised through
the December 1999 private placement of common stock.

         Software Development Costs

         Software development costs decreased by $12,844 to 0 for the quarter
ended March 31, 2003 from $12,844 for the quarter ended March 31, 2002. The
decrease in software development costs resulted,in part, from the completion of
a part of EduLink's software development activities after the third quarter
2001, and in part due to Company's limited amount of available funds. Moreover,
the Company paid various consulting firms and individual contractors for the
development and promotion of the Smart Schoolhouse system in the first quarter,
2001.


                                       12
<PAGE>

         General and Administrative Expenses

         General and administrative expenses decreased by $247,623 to $160,259
for the quarter ended March 31, 2003 compared with 407,882 for the quarter ended
March 31, 2002. The main reasons for the variance are decrease of wages,
consulting and professional fees, rent and interest expense in the first quarter
ending March 31, 2003, as compared to the first quarter ending March 31, 2002.

         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, 2002, the Company had cash of approximately
$917. As of March 31,2003, the Company had no cash. Cash used in operations was
$442,734 for the year ended December 31,2002, and $10,126,717 from inception
through December 31, 2002. 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, 2002, the Company has raised $8,162,578 through sales of common
stock and approximately $350,000 through bridge loans.

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

         As indicated above under the caption "Overview," the estimated cost of
EduLink's development program and its projected expenses over the next twelve
months will require $5 million in capital to provide the anticipated cash
requirements up to the planned launch of the Smart Schoolhouse system for the
3rd through 12th grades. Changes in the Company's development program or other
changes affecting operating expenses could alter the timing and amount of
expenditures and therefore the amount and timing of when the Company will
require additional funding. Our independent auditor, Singer, Leewak, Greenbaum &
Goldstein, LLP, has expressed substantial doubt as to Edulink's ability to
continue as a going concern for the year ended December 31, 2002, based on
significant operating losses that Edulink has incurred since inception and the
fact that Edulinkis currently in default of its bridge notes payable. 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 itsongoing cash needs. However, the
additional funding the Company requires may notbe available on acceptable terms
or at all. If the Company cannot obtain adequate funding, it will be required to
shutdown operations.


                                       13
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                           PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K.

         (a) Exhibits:

              99.1  Certification pursuant to 18 U.S.C. Section 1350 as adopted
                    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

         (b) Reports on Form 8-K.

                  There were no reports on Form 8-K filed during the quarter
         ended March 31, 2003.


                                       14
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                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned on its behalf by the undersigned thereunto duly authorized.

                                                        EDULINK, INC.

         Date:  May 19, 2003               By:  /s/ Michael Rosenfeld
                                               --------------------------------
                                                Michael Rosenfeld
                                                Chief Executive Officer
                                                (On behalf of the registrant and
                                                as principal financial officer)




                                       15
<PAGE>
                                  CERTIFICATION

           I, MICHAEL ROSENFELD, certify that:

1.       I have reviewed this quarterly report on Form 10-Q of EduLink, Inc.
         (the "Registrant");

2.       Based on my knowledge, this quarterly report does not contain any
         untrue statement of a material fact or omit to state a material fact
         necessary to make the statements made, in light of the circumstances
         under which such statements were made, not misleading with respect to
         the period covered by this quarterly report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this quarterly report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the Registrant as of, and for, the periods presented in
         this quarterly report;

4.       The Registrant's other certifying officer and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and
         have:

          a)   Designed such disclosure controls and procedures to ensure that
               material information relating to the Registrant, including its
               consolidated subsidiaries, is made known to us by others within
               those entities, particularly during the period in which this
               quarterly report is being prepared;

          b)   Evaluated the effectiveness of the Registrant's disclosure
               controls and procedures as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Date"); and

          c)   Presented in this quarterly report our conclusions about the
               effectiveness of the disclosure controls and procedures based on
               our evaluation as of the Evaluation Date:

5.       The Registrant's other certifying officer and I have disclosed, based
         on our most recent evaluation, to the Registrant's auditors and the
         audit committee of the Registrant's board of directors (or persons
         performing the equivalent functions):

          a)   All significant deficiencies in the design and operation of
               internal controls which could adversely affect the Registrant's
               ability to record, process, summarize and report financial data
               and have identified for the Registrant's auditors any material
               weaknesses in internal controls; and

          b)   Any fraud, whether or not material, that involves management or
               other employees who have a significant role in the registrant's
               internal controls; and

6.       The Registrant's other certifying officer and I have indicated in this
         quarterly report whether or not there were significant changes in
         internal controls or in other factors that could significantly affect
         internal controls subsequent to the date of our most recent evaluation,
         including any corrective actions with regard to significant
         deficiencies and material weaknesses.


 MAY 19, 2003                                  /s/ Michael Rosenfeld
----------------                                ---------------------
Date                                           MICHAEL ROSENFELD
                                               Chief Executive Officer


                                       16
<PAGE>
                                  CERTIFICATION

           I, MICHAEL ROSENFELD, certify that:

1.       I have reviewed this quarterly report on Form 10-Q of EduLink, Inc.
         (the "Registrant");

2.       Based on my knowledge, this quarterly report does not contain any
         untrue statement of a material fact or omit to state a material fact
         necessary to make the statements made, in light of the circumstances
         under which such statements were made, not misleading with respect to
         the period covered by this quarterly report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this quarterly report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the Registrant as of, and for, the periods presented in
         this quarterly report;

4.       The Registrant's other certifying officer and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and
         have:

          a)   Designed such disclosure controls and procedures to ensure that
               material information relating to the Registrant, including its
               consolidated subsidiaries, is made known to us by others within
               those entities, particularly during the period in which this
               quarterly report is being prepared;

          b)   Evaluated the effectiveness of the Registrant's disclosure
               controls and procedures as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Date"); and
          c)   Presented in this quarterly report our conclusions about the
               effectiveness of the disclosure controls and procedures based on
               our evaluation as of the Evaluation Date:

5.       The Registrant's other certifying officer and I have disclosed, based
         on our most recent evaluation, to the Registrant's auditors and the
         audit committee of the Registrant's board of directors (or persons
         performing the equivalent functions):

          a)   All significant deficiencies in the design and operation of
               internal controls which could adversely affect the Registrant's
               ability to record, process, summarize and report financial data
               and have identified for the Registrant's auditors any material
               weaknesses in internal controls; and

          b)   Any fraud, whether or not material, that involves management or
               other employees who have a significant role in the registrant's
               internal controls; and

6.       The Registrant's other certifying officer and I have indicated in this
         quarterly report whether or not there were significant changes in
         internal controls or in other factors that could significantly affect
         internal controls subsequent to the date of our most recent evaluation,
         including any corrective actions with regard to significant
         deficiencies and material weaknesses.


   MAY 19, 2003                                      /S/ Michael Rosenfeld
- -----------------                                    -------------------------
Date                                                 MICHAEL ROSENFELD
                                                     Chief Financial Officer


                                       17

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