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


                                    FORM 10-Q

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

                For the quarterly period ended September 30, 2001
                                       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.)

                                450 Roxbury Drive
                                    Suite 602
                             Beverly Hills, CA 90210
                             -----------------------
           (Address of principal executive offices including zip code)

                                 (310) 247-7800
                               -----------------
              (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 September 30, 2001, there were 819,695,100 outstanding shares of the
Registrant's Common Stock, $0.001 par value.

<PAGE>
                                  EDULINK, INC.

                          QUARTERLY REPORT ON FORM 10-Q

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
PART I. FINANCIAL INFORMATION
Item 1. Unaudited Financial Statements
         Balance Sheets at September 30, 2001 and December 31, 2000........   3
         Statements of Operations for the three and nine months ended
             September 30, 2001 and 2000 and for the period from
             January 25, 1996 (inception) to September 30, 2001............   4
         Statements of Stockholders' Deficit for the period from
             January 25, 1996 (inception) to September 30, 2001............   5
         Statements of Cash Flows for the three and nine months ended
             September 30, 2001 and 2000 and for the period from
             January 25, 1996 (inception) to September 30, 2001.............  7
         Notes to Financial Statements...................................... 11

Item 2. Management's Discussion and Analysis of Financial Condition
                and Results of Operations................................... 18

PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.................................... 24

SIGNATURES.................................................................. 25


     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, 2000.

                                      -2-
<PAGE>
<TABLE>
PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements
<CAPTION>
                                                                                       EDULINK, INC.,
                                                                            dba THE LEARNING PRIORITY
                                                                        (A DEVELOPMENT STAGE COMPANY)
                                                                                       BALANCE SHEETS
                                                 December 31, 2000 and September 30, 2001 (unaudited)
====================================================================================================

                                     ASSETS
                                                                      September 30,     December 31,
                                                                          2001             2000
                                                                      -------------    -------------
                                                                       (unaudited)
Current assets
<S>                                                                   <C>              <C>
     Cash                                                             $     393,251    $   2,022,147
     Due from related party                                                       -           10,000
     Prepaid expenses and other current assets                               35,099           25,425
                                                                      -------------    -------------

         Total current assets                                               428,350        2,057,572

Property and equipment, net                                                  26,322           24,267
Deposit                                                                       2,198            2,198
                                                                      -------------    -------------
                      Total assets                                    $     456,870    $   2,084,037
                                                                      =============    =============


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities
     Bridge notes payable                                             $     100,000    $     100,000
     Accounts payable                                                       757,843          763,315
     Compensation payable                                                         -           50,000
     Accrued expenses                                                        34,584           28,500
                                                                      -------------    -------------

         Total current liabilities                                          892,427          941,815
                                                                      -------------    -------------
Commitments

Stockholders' equity (deficit)
     Common stock, $0.001 par value
         1,500,000,000 shares authorized
         819,695,100 (unaudited) and 799,977,500 shares
              issued and outstanding                                        819,696          799,978
     Shares committed to be issued                                          100,000          100,000
     Additional paid-in capital                                          12,125,896       11,433,035
     Deficit accumulated during the development stage                   (13,481,149)     (11,190,791)
                                                                      -------------    -------------
                  Total stockholders' equity (deficit)                     (435,557)       1,142,222
                                                                      -------------    -------------
                      Total liabilities and stockholders' equity
                           (deficit)                                  $     456,870    $   2,084,037
                                                                      =============    =============
</TABLE>

   The accompanying notes are an integral part of these financial statements.
                                       -3-
<PAGE>
<TABLE>
                                                                                                      EDULINK, INC.,
                                                                                           dba THE LEARNING PRIORITY
                                                                                       (A DEVELOPMENT STAGE COMPANY)
                                                                                            STATEMENTS OF OPERATIONS
                                     For the Three and Nine Months Ended September 30, 2001 and 2000 (unaudited) and
                                  for the Period from January 25, 1996 (Inception) to September 30, 2001 (unaudited)

====================================================================================================================
<CAPTION>
                                                                                                       For the
                                                                                                      Period from
                                         For the                            For the                   January 25,
                                    Three Months Ended                  Nine Months Ended                1996
                                       September 30,                      September 30,             (Inception) to
                             ---------------------------------  ---------------------------------    September 30,
                                   2001              2000             2001              2000             2001
                             ---------------   ---------------  ----------------  ---------------  ----------------
                               (unaudited)       (unaudited)      (unaudited)       (unaudited)      (unaudited)
Income
<S>                          <C>               <C>              <C>               <C>              <C>
   Interest                  $         3,196   $        31,585  $         23,997  $        78,548  $        143,314
                             ---------------   ---------------  ----------------  ---------------  ----------------

Expenses
   Software
     development costs               149,941         1,003,323         1,063,618        2,790,191         7,105,733
   General and
     administrative                  447,877           367,801         1,250,737        3,990,241         6,518,730
                             ---------------   ---------------  ----------------  ---------------  ----------------

Total expenses                       597,818         1,371,124         2,314,355        6,780,432        13,624,463
                             ---------------   ---------------  ----------------  ---------------  ----------------

Net loss $                          (594,622)  $    (1,339,539) $     (2,290,358) $    (6,701,884) $    (13,481,149)
                             ===============   ===============  ================  ===============  ================

Basic and diluted
   loss per share            $             -   $             -  $              -  $         (0.01) $          (0.03)
                             ===============   ===============  ================  ===============  ================

Weighted-average
   shares used in
   computation of
   basic and diluted
   loss per share                811,760,917       762,375,761       805,427,591      720,845,119       508,476,989
                             ===============   ===============  ================  ===============  ================

</TABLE>

   The accompanying notes are an integral part of these financial statements.
                                       -4-
<PAGE>
<TABLE>
                                                                                                                    EDULINK, INC.,
                                                                                                         dba THE LEARNING PRIORITY
                                                                                                     (A DEVELOPMENT STAGE COMPANY)
                                                                                      STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                                                For the Period from January 25, 1996 (Inception) to September 30, 2001 (unaudited)

===================================================================================================================================
<CAPTION>
                                                                                                            Deficit
                                                                                   Shares                 Accumulated
                                                                                 Committed    Additional  During the
                                                           Common Stock            to be       Paid-In    Development
                                                        Shares       Amount        Issued       Capital      Stage         Total
                                                     ------------   ---------    ---------    ----------  ----------    ----------
<S>                                                  <C>            <C>          <C>          <C>         <C>           <C>
Balance, January 25, 1996 (Inception)                           -   $       -    $       -    $        -  $        -    $        -
Sale of common stock                                   28,302,353      28,302                    594,575                   622,877
Shares issued to founders                             233,280,000     233,280                   (233,280)                        -
Shares issued for professional services                43,454,118      43,454                     (3,454)                   40,000
Shares issued for investment banking services          58,320,000      58,320                    (33,320)                   25,000
Net loss                                                                                                    (479,267)     (479,267)
                                                     ------------   ---------    ---------    ----------  ----------    ----------
Balance, December 31, 1996                            363,356,471     363,356            -       324,521    (479,267)      208,610
Sale of common stock                                   17,152,942      17,153                    414,347                   431,500
Conversion of bridge notes                              6,003,529       6,004                    168,996                   175,000
Shares issued for professional services                 2,287,058       2,287                      2,713                     5,000
Net loss                                                                                                  (2,091,226)   (2,091,226)
                                                     ------------   ---------    ---------    ----------  ----------    ----------

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

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

</TABLE>
   The accompanying notes are an integral part of these financial statements.
                                       -5-
<PAGE>
<TABLE>
                                                                                                                    EDULINK, INC.,
                                                                                                         dba THE LEARNING PRIORITY
                                                                                                     (A DEVELOPMENT STAGE COMPANY)
                                                                                      STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                                                For the Period from January 25, 1996 (Inception) to September 30, 2001 (unaudited)

===================================================================================================================================
<CAPTION>
                                                                                                            Deficit
                                                                                   Shares                 Accumulated
                                                                                 Committed   Additional   During the
                                                           Common Stock            to be       Paid-In    Development
                                                        Shares       Amount        Issued      Capital      Stage         Total
                                                     ------------   ---------    ---------   ----------  ------------  -----------
<S>                                                  <C>            <C>          <C>         <C>         <C>            <C>
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
Warrants issued to officers                                                                   3,082,500                  3,082,500
Options issued to officers                                                                       87,983                     87,983
Conversion of bridge notes                              2,480,000       2,480                   121,520                    124,000
Common stock canceled                                    (225,000)       (225)                      225                          -
Common stock canceled                                    (500,000)       (500)                  (24,500)                   (25,000)
Common stock subscription received                                                 100,000                                 100,000
Common stock issued for services                          100,000         100       (5,000)       4,900                          -
Change in settlement of dispute                                                   (566,750)                               (566,750)
Net loss                                                                                                   (7,426,105)  (7,426,105)
                                                     ------------   ---------    ---------  -----------  ------------  -----------

Balance, December 31, 2000                            799,977,500     799,978      100,000   11,433,035   (11,190,791)   1,142,222
Common stock issued (unaudited)                         2,000,000       2,000     (100,000)      98,000                          -
Common stock issued for cash (unaudited)               12,000,000      12,000                   588,000                    600,000
Common stock subscription received (unaudited)                                     100,000                                 100,000
Common stock issued on exercise of warrant
     (unaudited)                                        5,717,600       5,718                     6,861                     12,579
Net loss (unaudited)                                                                                       (2,290,358)  (2,290,358)
                                                     ------------   ---------    ---------  -----------  ------------  -----------

     Balance, September 30, 2001 (unaudited)          819,695,100   $ 819,696    $ 100,000  $12,125,896  $(13,481,149) $  (435,557)
                                                     ============   =========    =========  ===========  ============  ===========
</TABLE>

   The accompanying notes are an integral part of these financial statements.
                                       -6-
<PAGE>
<TABLE>
                                                                                                      EDULINK, INC.,
                                                                                           dba THE LEARNING PRIORITY
                                                                                       (A DEVELOPMENT STAGE COMPANY)
                                                                                            STATEMENTS OF CASH FLOWS
                                     For the Three and Nine Months Ended September 30, 2001 and 2000 (unaudited) and
                                  for the Period from January 25, 1996 (Inception) to September 30, 2001 (unaudited)

====================================================================================================================
<CAPTION>
                                                                                                       For the
                                                                                                      Period from
                                         For the                            For the                   January 25,
                                    Three Months Ended                  Nine Months Ended                1996
                                       September 30,                      September 30,             (Inception) to
                             ---------------------------------  ---------------------------------    September 30,
                                   2001              2000             2001              2000             2001
                             ---------------   ---------------  ----------------  ---------------  ----------------
                               (unaudited)       (unaudited)      (unaudited)       (unaudited)      (unaudited)
<S>                          <C>               <C>              <C>               <C>              <C>
Cash flows from
operating activities
   Net loss                  $      (594,622)  $    (1,339,539) $     (2,290,358) $    (6,701,884) $    (13,481,149)
   Adjustments to
     reconcile net loss to
     net cash used in
     operating activities
       Depreciation and
         amortization                  2,351                 -            11,307                -            11,307
       Common stock to
         be issued for
         software
         development
         costs                             -                 -                 -                -             5,000
       Common stock
         issued for
         professional
         services                          -                 -                 -                -            70,000
       Common stock
         issued for related
         party payable                     -                 -                 -                -           140,403
       Compensation
         waived by officers                -                 -                 -                -           130,000
       Warrants issued
         for services                      -            37,707                 -        3,132,776         3,170,483
       (Increase) decrease in
         Prepaid expenses
           and other
           current assets              7,555            13,467            (9,674)         (11,720)          (35,099)
         Deposit                           -                 -                 -           (2,198)           (2,198)
       Increase (decrease) in
         Accounts
           payable                         -                 -            (5,472)        (418,023)          757,843
</TABLE>

   The accompanying notes are an integral part of these financial statements.
                                       -7-
<PAGE>
<TABLE>
                                                                                                      EDULINK, INC.,
                                                                                           dba THE LEARNING PRIORITY
                                                                                       (A DEVELOPMENT STAGE COMPANY)
                                                                                            STATEMENTS OF CASH FLOWS
                                     For the Three and Nine Months Ended September 30, 2001 and 2000 (unaudited) and
                                  for the Period from January 25, 1996 (Inception) to September 30, 2001 (unaudited)

====================================================================================================================
<CAPTION>
                                                                                                       For the
                                                                                                      Period from
                                         For the                            For the                   January 25,
                                    Three Months Ended                  Nine Months Ended                1996
                                       September 30,                      September 30,             (Inception) to
                             ---------------------------------  ---------------------------------    September 30,
                                   2001              2000             2001              2000             2001
                             ---------------   ---------------  ----------------  ---------------  ----------------
                               (unaudited)       (unaudited)      (unaudited)       (unaudited)      (unaudited)
<S>                          <C>               <C>              <C>               <C>              <C>
         Due to related
           party             $        20,274   $       (20,000) $         10,000  $       (80,000) $              -
         Compensation
           payable                         -           130,000           (50,000)         130,000                 -
         Accrued interest
           payable                     6,084            19,250             6,084           69,010            58,584
                             ---------------   ---------------  ----------------  ---------------  ----------------
Net cash used in
operating activities                (558,358)       (1,159,115)       (2,328,113)      (3,882,039)       (9,174,826)
                             ---------------   ---------------  ----------------  ---------------  ----------------
Cash flows from
investing activities
   Purchase of property
     and equipment                    (3,310)             (881)          (13,362)          (9,166)          (37,629)
                             ---------------   ---------------  ----------------  ---------------  ----------------
Net cash used in
investing activities                  (3,310)             (881)          (13,362)          (9,166)          (37,629)
                             ---------------   ---------------  ----------------  ---------------  ----------------
Cash flows from
financing activities
   Common stock
     subscription
     received                              -           525,000                 -          525,000           100,000
   Proceeds from issuance
     of bridge notes                       -                 -                 -                -           375,000
   Repayment of bridge
     notes                                 -                 -                 -                -           (50,000)
   Proceeds from
     issuance of
     common stock                    262,579           625,000           712,579        6,077,500         9,577,579
   Cost of issuance
     of common stock                       -           (12,500)                -         (126,250)         (396,873)
                             ---------------   ---------------  ----------------  ---------------  ----------------

Net cash provided by
financing activities                 262,579         1,137,500           712,579        6,476,250         9,605,706
                             ---------------   ---------------  ----------------  ---------------  ----------------

</TABLE>

   The accompanying notes are an integral part of these financial statements.
                                       -8-
<PAGE>
<TABLE>
                                                                                                      EDULINK, INC.,
                                                                                           dba THE LEARNING PRIORITY
                                                                                       (A DEVELOPMENT STAGE COMPANY)
                                                                                            STATEMENTS OF CASH FLOWS
                                     For the Three and Nine Months Ended September 30, 2001 and 2000 (unaudited) and
                                  for the Period from January 25, 1996 (Inception) to September 30, 2001 (unaudited)

====================================================================================================================
<CAPTION>
                                                                                                       For the
                                                                                                      Period from
                                         For the                            For the                   January 25,
                                    Three Months Ended                  Nine Months Ended                1996
                                       September 30,                      September 30,             (Inception) to
                             ---------------------------------  ---------------------------------    September 30,
                                   2001              2000             2001              2000             2001
                             ---------------   ---------------  ----------------  ---------------  ----------------
                               (unaudited)       (unaudited)      (unaudited)       (unaudited)      (unaudited)
<S>                          <C>               <C>              <C>               <C>              <C>
Net increase (decrease)
   in cash                   $      (299,089)  $       (22,496) $     (1,628,896) $     2,585,045  $        393,251

Cash, beginning of
   period                            692,340         2,681,644         2,022,147           74,103                 -
                             ---------------   ---------------  ----------------  ---------------  ----------------

Cash, end of period          $       393,251   $     2,659,148  $        393,251  $     2,659,148  $        393,251
                             ===============   ===============  ================  ===============  ================

Supplemental
disclosures of cash
flow information

   Interest paid             $             -   $             -  $              -  $             -  $              -
                             ===============   ===============  ================  ===============  ================

   Income taxes paid         $           800   $           800  $            800  $           800  $          4,800
                             ===============   ===============  ================  ===============  ================
</TABLE>


Supplemental schedule of non-cash investing and financing activities
During the year ended December 31, 2000, the Company issued 2,480,000 shares of
common stock to two of its bridge loan holders in exchange for the conversion of
$100,000 of the loan balance and $24,000 of accrued interest.

During the year ended December 31, 2000, the Company recorded $3,170,483 of
additional paid-in capital for warrants/options issued to its officers for
services rendered.

During the year ended December 31, 2000, the Company issued 100,000 shares of
common stock to a vendor to fulfill its commitment to issue such stock. In
addition, during the year ended December 31, 2000, the Company canceled shares
committed to be issued in prior years worth $566,750 in connection with software
development activities.


   The accompanying notes are an integral part of these financial statements.
                                       -9-
<PAGE>
                                                                  EDULINK, INC.,
                                                       dba THE LEARNING PRIORITY
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                        STATEMENTS OF CASH FLOWS

 For the Three and Nine Months Ended September 30, 2001 and 2000 (unaudited) and
          for the Period from January 25, 1996 (Inception) to September 30, 2001
                                                                     (unaudited)

================================================================================

Supplemental schedule of non-cash investing and financing activities (Continued)
During the nine months ended September 30, 2001, the Company issued 2,000,000
(unaudited) shares of common stock for a subscription received during the year
ended December 31, 2000, for cash proceeds of $100,000.








   The accompanying notes are an integral part of these financial statements.
                                       -10-
<PAGE>
NOTE 1 - DESCRIPTION OF BUSINESS

         EduLink, Inc., dba The Learning Priority ("EduLink"), was originally
         incorporated in January 1994 as a Nevada corporation under the name
         URREA Enterprises, Inc. ("URREA") as a development stage company. In
         October 1999, URREA and EduLink, Inc., a California corporation, 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 publicly traded company. Immediately after the merger,
         URREA changed its name to EduLink, Inc. (the "Company").

         Currently, the Company is engaged in the design, development, and
         production of an integrated Internet educational service called the
         "Smart Schoolhouse(TM)," which is intended to be marketed to and
         utilized by students, parents, teachers, and school administrators.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         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.

         Going Concern Issues
         The Company has received a report on its financial statements for the
         year ended December 31, 2000 from its independent auditors that
         includes an explanatory paragraph describing the Company's uncertainty
         to continue as a going concern. These financial statements contemplate
         the ability to continue as such and do not include any adjustments that
         might result from this uncertainty.

         Interim Unaudited Financial Information
         The unaudited financial information furnished herein reflects all
         adjustments, consisting only of normal recurring adjustments, which in
         the opinion of management, are necessary to fairly state the Company's
         financial position, the results of operations, and cash flows for the
         periods presented. The results of operations for the three and nine
         months ended September 30, 2001 are not necessarily indicative of
         results for the entire fiscal year ending December 31, 2001.


                                      -11-
<PAGE>
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         Interim Unaudited Financial Information (Continued)
         The information with respect to the three and nine months ended
         September 30, 2001 and 2000 is unaudited.

         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.

         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.

         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-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 intrinsic value accounting method
         specified in Accounting Principles Bulletin 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.


                                      -12-
<PAGE>
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         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 basis 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
         stockholders 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.

         Recently Issued Accounting Pronouncements
         In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset
         Retirement Obligations." This statement applies to legal obligations
         associated with the retirement of long-lived assets that result from
         the acquisition, construction, development, and/or the normal operation
         of long-lived assets, except for certain obligations of lessees. This
         statement is not applicable to the Company.


                                      -13-
<PAGE>
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         Recently Issued Accounting Pronouncements (Continued)
         In August 2001, the FASB issued SFAS No. 144, "Accounting for the
         Impairment or Disposal of Long-Lived Assets." This statement addresses
         financial accounting and reporting for the impairment or disposal of
         long-lived assets. This statement replaces SFAS No. 121, "Accounting
         for the Impairment of Long-Lived Assets and for Long-Lived Assets to be
         Disposed of," the accounting and reporting provisions of APB No. 30,
         "Reporting the Results of Operations - Reporting the Effects of
         Disposal of a Segment of a Business, and Extraordinary, Unusual, and
         Infrequently Occurring Events and Transactions," for the disposal of a
         segment of a business, and amends Accounting Research Bulletin No. 51,
         "Consolidated Financial Statements," to eliminate the exception to
         consolidation for a subsidiary for which control is likely to be
         temporary. The Company does not expect adoption of SFAS No. 144 to have
         a material impact, if any, on its financial position or results of
         operations.


NOTE 3 - CASH

         The Company maintains its cash in a bank located in California. The
         balance is insured by the Federal Deposit Insurance Corporation up to
         $100,000. As of September 30, 2001, the uninsured portions of the
         balances held at the bank aggregated to $293,251 (unaudited).


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.



                                      -14-
<PAGE>
NOTE 5 - COMMITMENTS

         Lease
         The Company co-leases its facility under an operating lease agreement
         with an unrelated third party. Future minimum lease payments at
         December 31, 2000 were as follows:

                  Year Ending                        Gross       Company's
                  December 31,                    Commitment      Portion
                  ------------                    ----------     ---------

                      2001 $                         106,673     $  37,335
                      2002                           106,673        37,335

                           Total                  $  213,346     $  74,670
                                                  ==========     =========

         Rent expense was $68,426, $45,576 (unaudited), and $53,731 (unaudited)
         for the year ended December 31, 2000 and the nine months ended
         September 30, 2001 and 2000, respectively.


         Employment Agreements
         In September 1999, the Company entered into five-year employment
         contracts with its President, its Chief Executive Officer, and its
         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.
         During the nine months ended September 30, 2001, the three officers
         were compensated in the amounts of $78,375 (unaudited), $112,500
         (unaudited), and $67,500 (unaudited), respectively. In addition, the
         President and Chief Executive Officer received $180,000 (unaudited) and
         $140,000 (unaudited) in additional compensation, respectively, during
         the nine months ended September 30, 2001.


NOTE 6 - COMMON STOCK AND COMMON STOCK OPTIONS

         Common Stock
         During the nine months ended September 30, 2001, the Company issued
         2,000,000 (unaudited) shares of common stock for a subscription
         received during the year ended December 31, 2000 in connection with a
         private placement.


                                      -15-
<PAGE>
NOTE 6 - COMMON STOCK AND COMMON STOCK OPTIONS (Continued)

         Common Stock (Continued)
         During the nine months ended September 30, 2001, the Company received
         cash for common shares subscribed amounting to $712,579 (unaudited) in
         connection with the December 1999 private placement memorandum. The
         Company issued 17,717,600 shares (unaudited) of common stock for
         $612,579 (unaudited) during the nine months ended September 30, 2001.

         Common Stock Options
         In August 2001, the Company adopted the EduLink, Inc. 2001 Equity
         Incentive Plan (the "Plan"). The Plan provides for the issuance of
         incentive stock options, non-statutory stock options and other
         equity-based awards to employees, directors, and consultants.
         300,000,000 shares of common stock were reserved for issuance under the
         Plan. Incentive stock options may not be granted at less than 100% of
         the fair market value per share on the date of the grant (110% if
         granted to an employee who owns 10% or more of the outstanding common
         stock). The exercise price will not be less than 100% of the fair
         market value per share of the Company's common stock on the date of
         grant for non-statutory stock options. Options generally vest ratably
         over a period not to exceed 10 years from the date of grant and have a
         legal life of 10 years from the date of grant. In the event the holder
         of stock options ceases to be employed by the Company, all unvested
         options are forfeited.

         During the nine months ended September 30, 2001, the Company granted
         stock options to consultants and employees for services provided. The
         following describes the stock options granted under the Plan:

         o    In September 2001, the Company granted 8,000,000 options to
              purchase shares of common stock to a consultant. These options
              vest as follows: 1,000,000 immediately, 1,000,000 upon officially
              presenting to three of the top six publishers of textbooks and
              educational content, 3,000,000 upon closing an overall
              co-marketing, distribution agreement with any one of the three
              publishers described in the preceding clause, 1,000,000 on
              November 1, 2001, 250,000 for each of the first of any agreements
              with any specific companies relating to licensing or acquisition
              of and/or right to distribute for sale multi-media
              education-appropriate content from publishers and other entities
              which own or control such content. The exercise price is $0.05
              per share.

                                      -16-
<PAGE>
NOTE 6 - COMMON STOCK AND COMMON STOCK OPTIONS (Continued)

         Common Stock Options (Continued)

         o    In September 2001, the Company granted 6,000,000 options to
              purchase shares of common stock to a consultant. These options
              vest as follows: 1,000,000 immediately, 1,000,000 upon securing
              participation in one pilot program in the state of Florida or
              Texas at the state, regional, or school district levels on or
              before November 30, 2001, 1,000,000 upon securing the Company's
              participation in each additional pilot program, 500 for each
              $1,000 in funds secured by the Company, as procured by the
              employee, for the Company's participation in the $10,000,000
              grant provided by the state of Florida pursuant to its new
              education technology plan. The exercise price of the options is
              $0.05 per share.

         o    In September 2001, the Company granted 10,000,000 options to
              purchase shares of common stock to an employee. These options
              vest as follows: 1,000,000 immediately, 500,000 on February 8,
              2003, 1,000,000 upon consummation of the first license agreement
              relating to the Company's Smart Schoolhouse(TM) system, 500,000
              upon consummation of each additional license agreement, 250,000
              upon consummation of each endorsement, content acquisition, and
              portal license agreement. The exercise price of the options is
              $0.02 per share.

         o    In September 2001, the Company granted 20,000,000 options to
              purchase shares of common stock to an employee. These options
              vest as follows: 1,000,000 on September 15, 2001, 1,000,000 on
              November 1, 2001, 1,000,000 on December 1, 2001, 1,000,000 upon
              consummation of each technology license agreement, 1,500,000 upon
              consummation of each technology license agreement between the
              Company and a Fortune 500 company, 3,000,000 upon consummation of
              each of the first five technology license agreements concluded by
              the Company or 4,000,000 upon consummation of each of the first
              three technology license agreements concluded by the Company or
              5,000,000 upon consummation of the first technology license
              agreements concluded by the Company. In addition, the options
              vest as follows: 100,000 options per $1,000 of debt or equity
              funding provided to the Company by a person or entity procured by
              the employee, 100,000 options per $1,000 of net license fees
              received by the Company by a person or entity pursuant to a
              license agreement procured by the employee. The exercise price of
              the options is $0.05 per share.

NOTE 7 - RELATED PARTY TRANSACTION

         During the nine months ended September 30, 2001, a former member of the
         Board of Directors was paid $27,000 (unaudited) for consulting services
         provided to the Company.

                                      -17-
<PAGE>
Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations

Overview

EduLink, Inc. is a development stage company engaged in the design and
development of a seamless integrated Internet educational service for schools
and homes, called the Smart Schoolhouse system, 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 now intends to include all grades from 3rd through
12th as well as the home-school market, and it now estimates that it needs an
additional $5.0 million through June 2002 to complete the modifications required
for the system's application to the home-school market and for the 3rd through
6th and 9th through 12th grades, to license third party curriculum content for
the 3rd through 6th and 9th through 12th grades, to beta test, launch and market
the system for the 3rd through 12th grades up to the end of the customary school
year (i.e., June 30, 2002), to complete the production of additional enabling
tools, to provide the infrastructure to market and exploit the Company's
technologies, and to create proprietary curriculum content for two additional
grade levels, 9th and 10th. The Company has raised a total of approximately
$7.95 million, net of expenses, as of September 30, 2001 towards the goal of a
total $13.5 million, primarily through the private placement of its common
stock.

The Company expects that expenses (including software development costs and
general and administrative costs) will be approximately $6 million per year from
July 1, 2002 to June 30, 2004, to create proprietary curriculum content for two
additional grade levels each year, to alpha test and beta test the content so
created, to produce additional software tools, to upgrade technologies to
continue operations, to increase marketing activities for the Smart Schoolhouse
system and to continue marketing 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 September 30, 2001 Compared to Three Months Ended September
30, 2000

                                For the Three Months Ended September 30,
                                     2001                  2000
                                  ------------         ------------

Revenue                           $        -           $          -

Interest income                   $    3,196                 31,585

Software development costs        $  149,941           $  1,003,323

                                      -18-
<PAGE>

General and administrative
     expenses                     $  447,875           $    367,801

Total Expenses                    $  597,818           $ 1,371,124

Net loss                          $ (594,622)          $(1,339,539)

Revenue

EduLink is a development stage enterprise and has spent most of its efforts
during the past four years in developing the proposed 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 beta tested in January 2002 and launched in the Spring of 2002
following the completion of the beta test and resultant modifications to the
system. Accordingly, EduLink has not generated any revenues to date. EduLink's
cumulative losses from inception through September 30, 2001 were $13,481,149.

Interest income

Interest income in the three months ended September 30, 2001 and 2000 arose from
investment of capital raised through the private placements of common stock.

Software Development Costs

Software development costs decreased by $853,382 to $149,941 for the three
months ended September 30, 2001, from $1,003,323 for the three months ended
September 30, 2000. The decrease in software development costs in third quarter
of 2001 arose because the software development activities involving the core
system were substantially completed with additional software development
activities being deferred while analyzing results from alpha and related tests.
The Company paid various consulting firms and individual contractors for the
development and promotion of its web site for the Smart Schoolhouse system.

General and Administrative Expenses

General and administrative expenses increased by $80,076 to $447,877 for the
three months ended September 30, 2001, compared with $367,802 for the three
months ended September 30, 2000. The main reasons for the variance were lower
payroll expense, higher consulting fees, lower interest expense, lower printing
and reproduction costs, higher rent expenses, and higher telephone, travel and
entertainment expenses, all of which are described below.

The Company's payroll and payroll related expenses decreased by $46,987 to
$216,234 in the three months ended September 30, 2001 from $263,221 in the three
months ended September 30, 2000. The payroll of $263,221 for the three months
ended September 30, 2000 included non-cash compensation charges of $37,707
incurred in connection with the issuance of warrants for services rendered by
employees during this period as compared to zero ($0) non-cash compensation
during the three months ended September 30, 2001.

                                      -19-
<PAGE>

The Company paid $126,452 to outside consultants for increased marketing efforts
during the three months ended September 30, 2001, an increase of $113,872 from
$12,580 for the three months ended September 30, 2000. The Company's legal and
accounting expenses increased by $13,911 to $39,390 for the three months ended
September 30, 2001, from $25,479 for the three months ended September 30, 2000.
The expenses were incurred for services rendered in connection with the legal
and accounting services related to compliance with SEC filing requirements, and
fees associated with the filing of patents and trademarks.

The Company's interest expense decreased to $6,084 for the three months ended
September 30, 2001, from $19,250 for the three months ended September 30, 2000.
Interest expense for the three months ended September 30, 2000 included $14,250
for interest expense on payables owed to Saatchi and Saatchi during such period.
The payables were settled in January 2000 and the Company met its payment
obligations during 2000; therefore, no interest expenses related thereto were
accrued during the three months ended September 30, 2001.

The Company's printing and reproduction expense decreased by $4,406 to $1,334
for the three months ended September 30, 2001, from $5,740 for the three months
ended September 30, 2000. The higher expenses in the 2000 period were due to
printing of the Company's Form 10 Registration Statement.

The Company's rent expense increased by $3,350 to $15,892 for the three months
ended September 30, 2001, from $12,542 for the three months ended September 30,
2000. The higher expense in 2001 was due to an increase in rent pursuant to its
lease.

The Company's telephone expenses increased by $3,895 to $5,701 for the three
months ended September 30, 2001, from $1,806 for the three months ended
September 30, 2000. The higher expense in 2001 was due to an increase in
telephone usage, primarily due to an increase in the Company's personnel.

The Company's travel and entertainment expenses increased by $11,373 to $23,610
for the three months ended September 30, 2001, from $12,237 for the three months
ended September 30, 2000. The higher expense in 2001 was due to an increase in
travel and entertainment, primarily due to an increase in the Company's
personnel.

Nine Months Ended September 30, 2001 Compared to Nine Months Ended September 30,
2000

                                  For Nine Months Ended September 30,
                                     2001                  2000
                                  ------------         ------------

Revenue                          $         -            $         -

Interest income                  $    23,997            $    78,548

Software development costs       $ 1,063,618            $ 2,790,191

                                      -20-
<PAGE>
General and administrative
     expenses                    $ 1,250,737            $ 3,990,241

Total Expenses                   $ 2,314,355            $ 6,780,432

Net loss                         $(2,290,358)           $(6,701,884)

Revenue

EduLink is a development stage enterprise and has spent most of its efforts
during the past four years in developing the proposed 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 beta tested in January 2002 and launched in the Spring of 2002
following the completion of the beta test and resultant modifications to the
system. Accordingly, EduLink has not generated any revenues to date. EduLink's
cumulative losses from inception through September 30, 2001 were $13,481,149.

Interest income

Interest income in the nine months ended September 30, 2001 and 2000 arose from
investment of capital raised through the private placements of common stock.

Software Development Costs

Software development costs decreased to $1,063,618 for the nine months ended
September 30, 2001, from $2,790,191 for the nine months ended September 30,
2000. The decrease in software development costs in nine months ended September
30, 2001 arose because the software development activities involving the core
system were substantially completed with additional software development
activities being deferred while analyzing results from alpha and related tests.
The Company also paid various consulting firms and individual contractors for
the development and promotion of its web site for the Smart Schoolhouse system.

General and Administrative Expenses

General and administrative expenses decreased by $2,739,504 to $1,250,737 for
the nine months ended September 30, 2001 compared with $3,990,241 for the nine
months ended September 30, 2000. The decrease was mainly attributable to zero
($0) non-cash compensation charges during nine months ended September 30, 2001,
as compared to $3,132,776 of non-cash compensation charges incurred in
connection with the issuance of warrants for services rendered by employees
during the nine months ended September 30, 2000. The other reasons for the
variance were higher payroll expenses, higher consulting fees, lower interest
expense, lower printing and reproduction costs, lower rent expenses, and higher
telephone, travel and entertainment expenses, all of which are described below.

In nine months ended September 30, 2000, EduLink issued warrants to its officers
to purchase shares of common stock at an exercise price of $0.0022. The
$3,132,776 non-cash compensation charge associated with these warrants was
recorded during the nine months ended September 30, 2000.

                                      -21-
<PAGE>
During the nine months ended September 30, 2001 the Company paid additional
compensation totaling $280,000 to its officers. The Company's payroll and
payroll related expenses increased by $291,085 to $677,226 for the nine months
ended September 30, 2001, from $386,141 for the nine months ended September 30,
2000. In addition, payroll expenses in the nine months ended September 30, 2000
were lower because $60,000 of the salary paid to one of the Company's executive
officers in that period was deemed to be the repayment of an advance previously
made to the Company by such officer, and was therefore not included in the
Company's payroll expense for that period.

The Company paid $188,529 to outside consultants for increased marketing efforts
during the nine months ended September 30, 2001, an increase of $150,246 from
the $38,283 paid during the nine months ended September 30, 2000. The Company's
legal and accounting expenses increased by $11,724 to $163,944 for the nine
months ended September 30, 2001, from $152,220 for the nine months ended
September 30, 2000. The expenses were incurred for services rendered in
connection with the legal and accounting services related to compliance with SEC
filing requirements, and fees associated with the filing of patents and
trademarks.

The Company's interest expense decreased to $16,084 for the nine months ended
September 30, 2001, from $69,258 for the nine months ended September 30, 2000.
Interest expense for nine months ended September 30, 2000 included $53,960 for
interest expense on payables owed to Saatchi and Saatchi during such period. The
payables were settled in January 2000 and the Company met its payment
obligations during 2000; therefore, no interest expenses related thereto were
accrued during the nine months ended September 30, 2001.

The Company's printing and reproduction expense decreased by $29,629 to $3,589
for the nine months ended September 30, 2001, from $33,218 for the nine months
ended September 30, 2000. The higher expenses in the 2000 period were due to
printing of the Company's Form 10 Registration Statement.

The Company's rent expense decreased by $8,155 to $45,576 for the nine months
ended September 30, 2001, from $53,731 for the nine months ended September 30,
2000. The higher expense in 2000 was due to payment of arrears of rent.

The Company's telephone expenses increased by $10,230 to $17,563 for the nine
months ended September 30, 2001, from $7,333 for the nine months ended September
30, 2000. The higher expense in 2001 was due to an increase in telephone usage,
primarily due to an increase in the Company's personnel.

The Company's travel and entertainment expenses increased by $35,382 to $86,944
for the nine months ended September 30, 2001, from $51,562 for the nine months
ended September 30, 2000. The higher expense in 2001 was due to an increase in
travel and entertainment, primarily due to an increase in the Company's
personnel.

                                      -22-
<PAGE>
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 September 30, 2001, the Company had cash of approximately $393,251.
Cash used in operations was $2,328,113 for the nine months ended September 30,
2001, $558,358 for the three months ended September 30, 2001, and $9,174,826
from inception through September 30, 2001. 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 September 30, 2001, the Company has raised approximately
$9,677,579 through private placements of common stock and seed capital from one
of the Company's executives, and approximately $325,000 through bridge loans.

In August and November 2000, the Company amended its employment contracts with
its President, its Chief Executive Officer, and its Senior Vice President. The
amendments terminated the issuance of warrants exercisable to purchase an
aggregate of 17,152,950 shares of common stock that were issuable to each of the
officers upon completion of each of the build-out elements, the beta test, and
the national launch of the proposed Smart Schoolhouse system. In consideration
for the warrant termination, the Company agreed to pay $50,000 each to its
President and its Chief Executive Officer, and $30,000 to its Senior Vice
President. In addition, the President and the Chief Executive Officer will each
receive an additional $150,000 during 2001, of which $50,000 was paid to each
officer in January 2001, with the remainder payable at the rate of $10,000 per
month for ten consecutive months commencing February 1, 2001. Pursuant to these
arrangements each officer has received $130,000 through September 30, 2001, and
will receive an additional $10,000 per month through November 2001.

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
exceed its current cash resources. EduLink anticipates that it will need to
raise an additional $5.0 million of capital in order to meet its anticipated
cash requirements through June 30, 2002, to complete modifications, beta test,
initiate the planned Spring 2002 launch of the Smart Schoolhouse system for the
3rd through 12th grades, and market the system through the end of the customary
school year (i.e., June 30, 2002). However, 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 capital and how much additional capital it will require.
EduLink currently plans to raise sufficient additional capital through private
placement of its common stock and/or private placement of debt or preferred
stock convertible into its common stock to meet its ongoing cash needs, until
such time as its business generates cash flow sufficient to fund its operations.
However, the additional capital the Company requires may not be available on
acceptable terms or at all. If the Company cannot obtain adequate funding, it
could be required to significantly curtail or even shut down its operations.

                                      -23-
<PAGE>
PART II. OTHER INFORMATION


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

(a)      Exhibits:

            Exhibit           Description

              99                Press Release dated November 8, 2001.


                                      -24-
<PAGE>

                                   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

Date: November 14, 2001                 By: /s/ Michael Rosenfeld
                                            ------------------------------------
                                            Michael Rosenfeld
                                            Chief Executive Officer
                                            (On behalf of the registrant and
                                               as principal financial officer)


                                      -25-
<PAGE>
                                  EDULINK, INC.

                        Exhibit Index to Quarterly Report
                      On Form 10-Q for the Quarterly Period
                            Ended September 30, 2001


         Exhibit                   Description

          99                        Press Release dated November 8, 2001.



                                      -26-