<PAGE>

                                  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 June 30, 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 June 30, 2003, there were 883,195,100  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

PART I.  FINANCIAL INFORMATION

Item 1. Unaudited Financial Statements

<TABLE>
<S>                                                                                     <C>
         Balance Sheets at June 30, 2003(unaudited) and December 31, 2002 (audited)

         Statements of  Operations  for the three months ended June 30, 2003 and
              2002  (unaudited)  and  for  the  period  from  January  25,  1996
              (inception) to June 30, 2003 (unaudited)

         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)

         Notes to Financial Statements (unaudited)

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

PART II. OTHER INFORMATION

Item 6.  Exhibits

SIGNATURES

CERTIFICATIONS
</TABLE>



         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.


<PAGE>
                                         EDULINK, INC. DBA THE LEARNING PRIORITY
                                                   (A DEVELOPMENT STATE COMPANY)
                                                                  BALANCE SHEETS
                      JUNE 30,M 2003 (UNAUDITED) AND DECEMBER 31, 2002 (AUDITED)
--------------------------------------------------------------------------------

                                     ASSETS
                                                June 30,        December 31,
                                                  2003              2002
                                              -------------     -------------
                                               (unaudited)

CURRENT ASSETS
    Cash                                       $    56,307       $       917
    Prepaid expenses and other current assets       25,000            25,000
                                               -------------    -------------

        Total current assets                        81,307       $    25,917

PROPERTY AND EQUIPMENT, net                         15,282            18,572
DEPOSIT                                              2,198             2,198
                                               -------------    -------------
        TOTAL ASSETS                            $   98,787       $    46,687
                                               =============    =============

                     LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
    Bridge notes payable and other notes
        payable, net of unamortized discount    $  397,500      $    350,000
    Accounts payable and accrued expenses          653,689           645,872
    Compensation Payable                           414,954           229,954
    Due to related party                            90,500            90,500
    Accrued interest                               117,981            94,958
    Other current liabilities                       18,000            18,000
                                               -------------    ------------

        Total current liabilitites               1,692,624         1,429,284

STOCKHOLDER' DEFICIT
    Common stock, $0.01 par value
        1,500,000,000 shares authorized
        883,195,100 (unaudited) and
          821,695,100 shares issued and
          outstanding                              883,196           821,696
    Shares committed to be issued                  100,000           100,000
    Stock issued for future consulting
      services net of expensed portion
      for services rendered                       (553,500)              -
    Additional paid-in capital                  13,199,904        12,649,543
    Deficit accumulated during the
      development stage                        (15,223,437)       14,649,543
                                               -------------    ----953-836--

        Total stockholders' deficit             (1,593,837)       (1,382,597)
                                               -------------    -------------
                TOTAL LIABILITIES AND
                  STOCKHOLDERS' DEFICIT         $   98,787      $     46,687
                                               =============    =============



The accompanying notes are an integral part of these financial statements.

<PAGE>


                                         EDULINK, INC. DBA THE LEARNING PRIORITY
                                                   (A DEVELOPMENT STATE COMPANY)
                                                                  BALANCE SHEETS
                      JUNE 30,M 2003 (UNAUDITED) AND DECEMBER 31, 2002 (AUDITED)
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                              For the                     For the             January 25,
                                        Three Months Ended          Six Months Ended            1996
                                              June 30,                  June 30,            (Inception) to
                                  -------------------------      -----------------------       June 30,
                                      2003          2002            2003           2002            2003
                                  -----------    ----------      ----------      ---------     -------------
                                  (unaudited)    (unaudited)     (unaudited)     (unaudited)    (unaudited)

REVENUE AND INCOME

<S>                               <C>           <C>             <C>              <C>             <C>
     License Fees                 $  25,000     $      -        $    25,000    $ $      -        $      25,000
     Interest Income                    -               17              -               130            144,239
                                  -----------    ----------      ----------     ------------     -------------
        Total Revenue & Income       25,000             17           25,000             130            169,239

EXPENSES
     Software development costs         -              -                -            12,884          7,220,268
     Selling, general and
       administrative               134,342        203,674          294,601         611,556          8,172,408
                                 ------------    ----------      ----------     ------------     -------------
        Total Expenses              134,342        203,674          294,601         624,440         15,392,676
                                 ------------    ----------      ----------     ------------     -------------
        NET LOSS                 $ (109,342)    $ (203,657)     $  (269,601)     $ (624,310)     $ (15,223,437)
                                 ============   ===========     ===========      ===========     =============

BASIC AND DILUTED LOSS
  PER SHARE                           (0.00)    $    (0.00)     $     (0.00)    $     (0.00)      $      (0.02)
                                =============   ===========     ===========     ============     =============

WEIGTED-AVERAGE SHARES
USED IN COMPUTATION OF BASIC
AND DILUTED LOSS PER SHARE      842,195,097    809,318,480      831,528,431    $737,055,116       693,923,056
                                =============  ============     ===========    =============     =============
</TABLE>



The accompanying notes are an integral part of these financial statements.

<PAGE>


                                         EDULINK, INC. DBA THE LEARNING PRIORITY
                                                   (A DEVELOPMENT STATE COMPANY)
                                                                  BALANCE SHEETS
                      JUNE 30,M 2003 (UNAUDITED) AND DECEMBER 31, 2002 (AUDITED)
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                              For the                     For the             January 25,
                                        Three Months Ended          Six Months Ended            1996
                                              June 30,                  June 30,            (Inception) to
                                  -------------------------      -----------------------       June 30,
                                      2003          2002            2003         2002            2003
                                  -----------    ----------      ----------    ---------     -------------
                                  (unaudited)    (unaudited)     (unaudited)   (unaudited)    (unaudited)

REVENUE AND INCOME

<S>                               <C>           <C>             <C>            <C>             <C>
CASH FLOWS FROM OPERATING
ACTIVITIES
  Net Loss                       $ (109,342)    $ (203,657)     $  (269,601)   $   (624,310)    $ (15,223,437)
  Adjustments to reconcile net
    loss to net cash used in
    operating activities
      Loan from shareholder
        contributed to capital          -              -                -               -             140,403
      Common stock to be issued
        for software development
        costs                           -              -                -               -             571,750
    Common stock issued for
      professional services             -              -                -               -              70,000
    Compensation waived by officers     -           97,500              -            97,500           130,000
    Options issued to officers
      vesting as compensation        20,661            -             58,361             -             246,890
    Options issued for services         -              -                -               -              10,000
    Warrants issued for services        -              -                -               -           3,252,301
    Amortization of debt discount       -              -                -           119,524            11,950
    Cancellation of shares committed    -              -                -               -            (566,750)
    Depreciation expense              1,940            -              3,290                            23,138
  (Increase) / decrease in
    current assets
    Prepaid expenses                    -              -                -               -             (25,000)
    Deposits                            -              -                -               -              (2,198)
  Increase / (decrease) in
    current liabilities
    Accounts payable                   (800)        35,115            7,817          83,901           667,864
    Compensation payable             87,500            -            185,000             -             414,954
    Related party liability             -           21,000              -            21,000            90,500
    Accrued expenses and
      other current liabilities       8,848         15,027           23,023          15,747            90,228
                                  -----------    ----------      ----------       ---------     -------------

Net cash provided by (used in)
  operating activities                8,807        (35,015)           7,890        (286,638)      (10,097,407)

CASH FLOWS FROM INVESTING
ACTIVITIES
  Purchase of property and
    equipment                      $    -        $     -        $       -       $    (2,363)      $   (39,992)
Net cash used in investing
                                  -----------    ----------      ----------       ---------     -------------
  activities                            0              0                0            (2,363)          (39,992)
                                  -----------    ----------      ----------       ---------     -------------

CASH FLOWS FROM FINANCING
ACTIVITIES
  Proceeds from issuance of
    bridge notes and other
    short-term notes payable       $ 47,500      $     -        $    47,500     $   185,850       $   863,000
  Payments on bridge notes              -              -                -               -             (50,000)
  Proceeds from issuance of
    common stock                        -              -                -               -           9,777,579
  Cost of issuance of
    common stock                        -              -                -               -            (396,873)
                                  -----------    ----------      ----------       ---------     -------------

</TABLE>



The accompanying notes are an integral part of these financial statements.

<PAGE>

                    EDULINK, INC., DBA THE LEARNING PRIORITY
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                 DECEMBER 31, 2002 AND June 30, 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. (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 June 30, 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  funds 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
          funds from new investors and from the generation of revenue.

          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.


<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.


<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  had  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.


<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 June 30, 2003 is in loan  default.  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
         June 30, 2003, the loan is shown net of amortized interest of $50,025.

         During June,  2003,  the Company  obtained a loan of $50,000.  The note
         bears  interest at 5% and matures on September  16, 2003.  The loan was
         secured by the personal guarantee of Michael  Rosenfeld,  the Company's
         current Executive Vice President and prior Chief Executive Officer.

NOTE 5 - COMMITMENTS AND CONTINGENCIES

         Employment Agreements

         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. As of June
         1, 2003, the annual salary of one of the prior Chief Executive  Officer
         and now Executive Vice President has been reduced to $30,000.

         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


<PAGE>

         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.

         As of June 1, 2003, the Chief  Executive  Officer,  Michael  Rosenfeld,
         resigned  his  position  as  contemplated  in his  original  employment
         agreement and agreed to serve as Executive  Vice  President of Business
         Development  for the balance of the five year term at a reduced  annual
         salary of $30,000 (from  $150,000).  In addition,  Mr. Rosenfeld waived
         his claims to all compensation he deferred through May 31, 2003; and he
         agreed to defer his compensation at the new rate until such time as the
         Company received funds equal to $350,000.

         As of June 1, 2003,  the Company  entered into an employment  agreement
         with Mr. Charles Guy,  appointing him as Chief Executive  Officer for a
         term of three  years and seven  months,  providing  for annual  minimum
         salary,  bonuses and  incentives.  The minimum  salary is at the annual
         rate of $120,000 during the first 19 months, increasing to $150,000 for
         year 2005 and $240,000 during the year 2006, provided that a portion of
         the salary  during the  balance of 2003 is  deferred  until the Company
         obtains funds in the form of revenue  and/or capital  contributions  of
         fund in excess of $100,000; and provided that if the per share price of
         Company's  common  stock  closes  at $.03 or higher  during  2003 for a
         consecutive  period of five  days,  the  salary is  reduced  during the
         balance of 2003 from  $10,000  per month to $5,000  per month.  Mr. Guy
         also  received  20  million  shares of  Company's  common  stock and is
         entitled to receive options to purchase 10 million shares, 5 million of
         which are to bear an exercise  price of $.004 per share and the balance
         of which are to bear an exercise price of $.01 per share.  Lastly,  the
         Company  has the right to  terminate  the  employment  agreement  as of
         January 1, 2005 and/or January 1, 2006.

         Consulting Agreements

         In June,  2003, the Company  entered into  consulting  agreements  with
         Boris Berenfeld, Sanford Lang, Paul Despot, Cathy Lockwood, Justin Quiz
         Quiz, Paul Cruz Takash, E Alodavar,  Alain Michael,  Evan Berger, Barry
         Alter and  Jerome  Crumpler.  Each  consultant  is to  provide  various
         consulting and  professional  services for a period of 12 months,  each
         having  received in June,  2003  shares of  company's  common  stock or
         options to purchase  shares of company's  common stock,  all in lieu of
         cash consideration,  in the following amounts, respectively: 5 million,
         5 million, 1 million,  1 million, 4 million, 3 million, 5 million,  5.5
         million, 5 million and 5 million.

         Form S8 Registration

         In June,  2003,  Company filed with the SEC to register an aggregate of
         200 million  shares of  Company's  common  stock under Form S-8 for the
         purpose of issuing, from time to time, shares of Company's common stock
         or  options  to  purchase  shares  of  Company's  common  stock  to key
         employees and consultants and directors so as to induce such employees,
         consultants  and directors to provide  services to Company at favorable
         rates  without  requiring  significant  cash  payments.  As of June 30,
         Company  has issued  61.5  million of these  shares and  options to one
         employee and 10 consultants.


<PAGE>

         Agreement with Genesis Technology Group

         In  June,  2003,   Company  entered  into  an  agreement  with  Genesis
         Technology  Group  wherein  Company and Genesis  agreed to negotiate in
         good faith to formulate a joint venture for the purpose of implementing
         and exploiting  Company's education technology system in the country of
         China.  Pursuant to that agreement,  Company  committed to refrain from
         entering into any  agreements  with third  parties in  connection  with
         exploiting  its  technologies  in  China  for a  period  of 90 days and
         Genesis  agreed to pay  Company a  non-refundable  advance  against any
         license  fees  otherwise  payable  to  Company  as a result  of any its
         activities in China through the contemplated joint venture. The advance
         payable equaled $50,000, 50% of which was paid in June, 2003.

NOTE 6 - RELATED PARTY TRANSACTIONS

         Through December 31, 2002 and the quarter ended March 31, 2003, Michael
         Rosenfeld,  a member of the Board of Directors and officer,  loaned the
         Company $97,500 for operating costs. This amount is reflected as Due to
         Related Party on the balance sheet.

NOTE 7 - SUBSEQUENT EVENTS

         In July, 2003,  Company entered into an agreement with the shareholders
         of Jaqkar, Inc. to acquire 100% of the issued and outstanding shares of
         Jaqkar in return for 10 million shares of Company's  common stock.  The
         acquisition  was  scheduled  to close on August 1,  2003,  but has been
         delayed by Company  in order to  complete  certain  due  diligence  and
         establish  agreed upon  operational  procedures.  The  agreement is now
         scheduled to close on September 1, 2003.

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


<PAGE>

         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.

         During the second quarter of 2003, the Company determined that it while
         focusing  on the use its core  system  for the  global  K-12  education
         market,  it would also focus on models to generate  revenue  from other
         sources, including using the same core technology for implementation by
         libraries and as a resource  repository to distribute digital education
         oriented  resources within and outside of the formal education  market.
         The Company now expects that expenses (including  software  development
         costs and general and  administrative  costs) will be  approximately $3
         million  for the period July 1, 2003 to June 30,  2004,  to upgrade its
         technology,  integrate  certain software without itself producing added
         enabling tools,  license and integrate third party content for the K-12
         market  and for  its  planned  digital  repository,  conduct  marketing
         activities and launch its system for the education  markets in January,
         2004, as well as launch its intended  repository at the same time,  and
         provide  necessary  support and maintenance  services to licensees.  In
         June 30, 2003, the Company received $25,000 in revenue and $50,000 in a
         bridge loan.

RESULTS OF OPERATIONS

         Three Months Ended June 30, 2003 as compared to Three Months Ended June
         30, 2002

                                               FOR THREE MONTHS ENDED JUNE 30,
         Income statement:                          2003          2002
                                                  --------      --------
         Revenue                                  $ 25,000      $     --
         Interest Income                          $     --      $     17
         Software Development Costs               $     --      $     --
         General and Administrative Expenses      $134,342      $203,674

         Total Expenses                           $134,342      $203,674

         Net Loss                                 $109,342      $203,657


         Revenue

         EduLink is a  development  stage  enterprise  and has spent most of its
         efforts  during the past six years in  developing  its core  technology
         content management system, initially contemplated to constitute a Smart
         Schoolhouse  web-based  software  system.  The


<PAGE>

         Company had generated no revenue from inception through March 31, 2003;
         and has  generated  only  $25,000  in  revenues  as of June  30,  2003.
         EduLink's  cumulative  losses from inception  through June 30, 2003 are
         $15,223,437.

         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 remained at 0 for the quarters ending June
         30,  2003 and June 30,,  2002.  The  Failure to expend sums on software
         development  costs resulted,  in part, from the completion of a part of
         EduLink's software development activities after the third quarter 2001,
         but in  substantial  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.

         General and Administrative Expenses

         General and  administrative  expenses  decreased by $69,332 to $134,342
         for the quarter  ended June 30, 2003  compared  with  $203,674  for the
         quarter  ended June 30,  2002.  The main  reasons for the  variance are
         decrease of wages,  consulting and professional fees, rent and interest
         expense in the quarter ending June 30, 2003, as compared to the quarter
         ending June 30, 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. As
         of June 30, the Company had  $56,307 in 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
         sufficient   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  during the
         period July 1, 2003  through  June 30, 2004 will  require $3 million in
         funds to provide  the  anticipated  cash  requirements.  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, Lewak, Greenbaum &
         Goldstein, LLP, has expressed


<PAGE>

         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  EduLink is  currently  in default  of its bridge  notes  payable.
         EduLink currently plans to raise funds through either revenue generated
         from  licensing its software or the private  placement of its equity or
         debt securities, or a combination of both, in order to meet its ongoing
         cash needs.  However,  the additional  funding the Company requires may
         not be available on acceptable  terms or at all. If the Company  cannot
         obtain adequate funding, it will be required to shutdown operations.


Part II Other Information

Item 1  Legal Proceedings

         None

Item 2  Changes In Securities

         None

Item 3  Defaults Upon Senior Securities

         None

Item 4  Submission of Matters To Vote of Securities Holders

         None

Item 5  Other Information

         None

Item 6   Exhibits and Reports on Form 8-K

         99.1     Written  Statement of Chief Executive  Officer  Pursuant to 18
                  U.S.C. SS 1350

         99.1     Written  Statement of Chief Financial  Officer Pursusant to 18
                  U.S.C SS 1350




<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, INC.


Date: August 19, 2003            By: /s/ Charles H. Guy III
                                     -----------------------------------------
                                     Chief Executive Officer
                                     (On behalf of the registrant)


Date: August 19, 2003            By: /s/  Michael Rosenfeld
                                     -----------------------------------------
                                     Principal Financial Officer
                                     (On behalf of the registrant)



                                  CERTIFICATION

         I, CHARLES H. GUY III, 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.

August 19, 2003                                 /s/ CHARLES H. GUY III
---------------                                 --------------------------------
     Date                                       Chief Executive Officer



<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.

    August 19, 2003                             /s/ MICHAEL ROSENFELD
    ---------------                             --------------------------------
         Date                                   Primary Financial Officer