<PAGE>

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


                                   FORM 10-Q/A


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

                For the quarterly period ended September 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 September 30, 2003, there were 893,195,100  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 September 30, 2003(unaudited) and December 31, 2002 (audited)

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


<PAGE>

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
                  SEPTEMBER 30, 2003 (UNAUDITED) AND DECEMBER 31, 2002 (AUDITED)
--------------------------------------------------------------------------------



<TABLE>
<CAPTION>
                                     ASSETS
                                                                            September 30,         December 31,
                                                                                2003                 2002
                                                                            ------------          ------------
                                                                             (unaudited)
CURRENT ASSETS
<S>                                                                         <C>                   <C>
Cash                                                                        $        863          $        917
Prepaid expenses and other current assets                                         25,000                25,000
                                                                            ------------          ------------

Total current assets                                                              25,863          $     25,917

PROPERTY AND EQUIPMENT, net                                                       13,342                18,572
DEPOSIT                                                                            2,198                 2,198
                                                                            ------------          ------------

TOTAL ASSETS                                                                $     41,403          $     46,687
                                                                            ------------          ------------


                    LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
Bridge notes payable and other notes payable,
net of unamortized discount                                                 $    379,650          $    350,000
Accounts payable and accrued expenses                                            641,533               645,872
Compensation Payable                                                             307,454               229,954
Due to related party                                                              90,500                90,500
Accrued interest                                                                 127,355                94,958
Other current liabilities                                                         18,000                18,000
                                                                            ------------          ------------

Total current liabilities                                                      1,564,492             1,429,284

STOCKHOLDER' DEFICIT
Common stock,  $0.001 par value
1,500,000,000 shares authorized
905,745,100 (unaudited) and 821,695,100 shares
issued and outstanding                                                           905,746               821,696
Shares committed to be issued                                                    100,000               100,000
Stock issued for future consulting services net of expensed portion
 for services rendered                                                          (733,500)                   --
Additional paid-in capital                                                    13,570,865            12,649,543
Deficit accumulated during the development stage                             (15,366,200)          (14,953,836)
                                                                            ------------          ------------

Total stockholders' deficit                                                   (1,523,089)           (1,382,597)
                                                                            ------------          ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                 $     41,403          $     46,687
                                                                            ------------          ------------
</TABLE>

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

<PAGE>

                                        EDULINK, INC., DBA THE LEARNING PRIORITY
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                        STATEMENTS OF OPERATIONS
    FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002  (UNAUDITED)
                  AND FOR THE  PERIOD  FROM  JANUARY  25,  1996  (INCEPTION)  TO
                                                SEPTEMBER  30,  2003 (UNAUDITED)


<TABLE>
<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,
                                          2003             2002              2003            2002             2003
                                      -------------    -------------    -------------    -------------    -------------
                                       (unaudited)       (unaudited)     (unaudited)      (unaudited)      (unaudited)
REVENUE AND INCOME
<S>                                   <C>              <C>              <C>              <C>              <C>
License Fees                          $      25,000    $          --    $      50,000    $          --    $      50,000
Interest                                         --                1               --              131          144,239
                                      -------------    -------------    -------------    -------------    -------------
Total Revenue & Income                       25,000                1           50,000              131          194,239

EXPENSES
Software development costs                   42,000               --           42,000           12,884        7,262,268
Selling, general and administrative         125,763          169,306          420,364          780,862        8,298,171
                                      -------------    -------------    -------------    -------------    -------------
Total Expenses                              167,763          169,306          462,364          793,746       15,560,439
                                      -------------    -------------    -------------    -------------    -------------

NET LOSS                              $    (142,763)   $    (169,305)   $    (412,364)   $    (793,615)   $ (15,366,200)
                                      -------------    -------------    -------------    -------------    -------------

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                  904,236,482      809,318,480      869,178,636      737,055,116      723,654,920
                                      -------------    -------------    -------------    -------------    -------------
</TABLE>

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

<PAGE>


                                        EDULINK, INC., DBA THE LEARNING PRIORITY
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                        STATEMENTS OF CASH FLOWS
 FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002 (UNAUDITED) AND
          FOR THE PERIOD FROM JANUARY 25, 1996 (INCEPTION) TO SEPTEMBER 30, 2003
                                                                     (UNAUDITED)
--------------------------------------------------------------------------------

<TABLE>
<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,
                                                              2003           2002           2003           2002           2003
                                                          ------------   ------------   ------------   ------------   ------------
                                                           (unaudited)    (unaudited)    (unaudited)    (unaudited)    (unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                       <C>            <C>            <C>            <C>            <C>
Net loss                                                  $   (142,763)  $   (169,305)  $   (412,364)  $   (793,615)  $(15,366,200)
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                                175,000         97,500        175,000        195,000        305,000
Options issued to officers vesting as compensation              20,661             --         79,022             --        267,551
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             --          5,230                        25,078
(Increase) / decrease in current assets
Prepaid expenses                                                    --             --             --             --        (25,000)
Deposits                                                            --             --             --             --         (2,198)
Increase / (decrease) in current liabilities
Accounts payable                                               (12,156)         7,576         (4,339)        91,850        655,708
Compensation payable                                          (107,500)            --         77,500             --        307,454
Related party liability                                             --         67,000             --         88,000         90,500
Accrued expenses and other current liabilities                   9,374         (1,572)        32,397         12,603         99,602
                                                          ------------   ------------   ------------   ------------   ------------
Net cash provided by (used in) operating activities            (55,444)         1,199        (47,554)      (286,638)   (10,152,851)

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   $    185,850   $    863,000
Payments on bridge notes                                    (17,865.00)            --        (17,865)            --        (67,865)
Proceeds from issuance of common stock                       17,865.00             --         17,865             --      9,795,444
Cost of issuance of common stock                                    --             --             --             --       (396,873)
                                                          ------------   ------------   ------------   ------------   ------------
Net cash provided by financing activities                            0              0         47,500        185,850     10,193,706
                                                          ------------   ------------   ------------   ------------   ------------

Net increase (decrease) in cash                                (55,444)         1,199            (54)      (103,151)           863

CASH, BEGINNING OF PERIOD                                       56,307              0            917        103,151             --
                                                          ------------   ------------   ------------   ------------   ------------

CASH, END OF PERIOD                                       $        863   $      1,199   $        863   $         --   $        863
                                                          ------------   ------------   ------------   ------------   ------------

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
INTEREST PAID                                             $         --   $         --   $         --   $         --   $         --
                                                          ------------   ------------   ------------   ------------   ------------

INCOME TAXES PAID                                         $        250   $        820   $      1,050   $        820   $      5,850
                                                          ------------   ------------   ------------   ------------   ------------
</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 September 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 September 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.

         Income Taxes


<PAGE>

         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 September 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
         September  30,  2003,  the loan is shown net of  amortized  interest of
         $50,025.

         During June,  2003,  the Company  obtained a loan of $50,000,  with net
         proceeds  of  $47,500.  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. As of September 30, 2003, Company repaid
         the  lender  $17,  850 of the sums due under the note,  as the same was
         extended  through  an oral  agreement  between  Company  and the lender
         through November 30, 2003

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.


<PAGE>

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

         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, Paula 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 third quarter  ending  September 31, 2003,  the Company  entered
         into consulting agreements with JES & Company,  Strategic  Initiatives,
         Inc. and Mrs. Joyce Scharbo.  The Company paid JES & Co. $10,000,  paid
         Strategic  Initiatives,  Inc.  $12,000 and issued  shares of  Company's
         common  stock  to  Mrs.  Scharbo  as  well  as  additional   shares  to
         consultants  who  entered  into  agreements  during the second  quarter
         ending June 30,2003,  meaning Boris Berenfeld and Jerome  Crumpler,  as
         well as Evan Berger upon his exercise of options at $.007 per share

         Form S8 Registration


<PAGE>

         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 September 30,
         2003 Company has issued 83.5 Million of these shares and options to one
         employee and 12 consultants,  inclusive of 2,550,000 shares issued upon
         exercise of options at $.007 per share.

         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.and the
         balance in July, 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 was waived during the third quarter,
         2003.


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 was delayed
         by Company in order to complete  certain due  diligence  and  establish
         agreed upon  operational  procedures.  The  agreement  was scheduled to
         close on  September 1,  2003.and is now  scheduled to close on November
         17, 2003.

         In October,  2003,  Company's debt to two bridge lenders was reduced to
         zero from an  aggregate  of $350,000  in  principle  and  approximately
         $95,000  in  accrued  and unpaid  interest,  by issuing to the  lenders
         pursuant to their conversion  rights,  as amended,  shares of Company's
         common  stock at a price equal to 60% of the average  closing bid price
         of Company's common stock during the five business day period preceding
         the date on which the  lenders  converted  the sums due into  shares of
         Company's common stock.. The total shares issued were 119,000,000.

         On October 30, 2003, the sum of $20,000 was paid to reduce the sums due
         under the bridge loan received in the second quarter,  2003, so that as
         of November 3, 2003, out of the $50,000 debt,  $37.850 has been repaid,
         leaving a balance of $12,150  plus  approximately  $750 in accrued  and
         unpaid  interest.  The  payment of $20,000  was made by an  independent
         third party who shall  receive  shares of  Company's  common stock at a
         price  equal  to75% of the  closing  bid price of such shares as of the
         date such payment was made, not to exceed 3,000,000 shares. Such shares
         had not been issued as of November 11, 2003.


<PAGE>

         In the third  quarter  ending  September  30, 2003,  Michael  Rosenfeld
         waived  $97,500 of sums  advanced  by him to or for the  benefit of the
         Company and in addition  waived  deferred  compensation  of $12,500 per
         month for 14 months,  and during the second  quarter  ending June,  30,
         2003, Mr. Rosenfeld  voluntarily  reduced his compensation from $12,500
         per month to $2,500 per month. On October 30, 2003, the Company granted
         options to Mr.  Rosenfeld  to purchase 15 million  shares of  Company's
         registered common stock at an exercise price of $.004 per share.


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

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

OVERVIEW

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

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


<PAGE>

         During the second  quarter of 2003, the Company  determined  that 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 September  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,  2003, the Company  received  $25,000 in revenue and $50,000 in a
         bridge loan.  In the third  quarter  ending  September  30,  2003,  the
         Company  received $25,000 in revenue and repaid $17, 850 of the $50,000
         due under the bridge loan received in June, 2003.

RESULTS OF OPERATIONS

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

<TABLE>
<CAPTION>
                                                                FOR THREE MONTHS ENDED SEPTEMBER 30

         Income statement:                                          2003                      2002
                                                              ---------------           ---------------
<S>                                                           <C>                       <C>
         Revenue                                              $      25,000             $          --
         Interest Income                                      $          --             $          --1
         Software Development Costs                           $      42,000             $          --
         General and Administrative Expenses                  $     105,383             $     169,306

         Total Expenses                                       $     147,383             $     169,306

         Net Loss                                             $    (122,383)            $    (169,305)
</TABLE>

         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 Company had not generated no
         revenue from  inception  through March 31, 2003; and has generated only
         $50,000 in revenues as of  September  30,  2003.  EduLink's  cumulative
         losses from inception through September 30, 2003 are $ (15,366,200).

         Interest Income

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


<PAGE>

         Software Development Costs

         Software  development  costs  increased  by $42,000 to $42,000  for the
         quarters ending  September 30, 2003 as compared to zero dollars for the
         quarter  ending  September  30,,  2002.  The  increase   resulted  from
         Company's  obtaining  a nominal  amount of  revenue  and a bridge  loan
         during the second and third quarters of 2003.  However,  the failure to
         expend  significant  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 $43, 543 to $125,763
         for the quarter ended September 30, 2003 compared with $169,306 for the
         quarter ended September 30, 2002. The main reasons for the variance are
         decrease of wages,  consulting and professional fees, rent and interest
         expense in the quarter  ending  September  30, 2003, as compared to the
         quarter ending September 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, 2003 the Company had $56,307 in cash. As of September30,
         2003,  the  Company  had  cash of  approximately  $1536.  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  September 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 &

<PAGE>

         Goldstein, LLP, has expressed substantial doubt as to EduLink's ability
         to continue as a going  concern for the year ended  December  31, 2002,
         based on significant  operating  losses that EduLink has incurred since
         inception  and the fact that  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

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

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



<PAGE>

                                  CERTIFICATION

 I, CHARLES H. GUY III, certify that:

1.       I have reviewed this quarterly  report on Form 10-Q/A 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.


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


<PAGE>

                                  CERTIFICATION

I, MICHAEL ROSENFELD, certify that:

1.       I have reviewed this quarterly  report on Form 10-Q/A 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.


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