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

                                    FORM 10-Q

                                   (Mark One)

|X| QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934

For the quarterly period ended  September 30, 2004

|_| 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 Identification No.)
  incorporation or organization)


         201 Wilshire Blvd. Second Floor, Santa Monica, California   90401
               (Address of principal executive offices)          (Zip Code)

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

Indicate by check mark if the  registrant  (1) has filed reports  required to be
filed by Section 13 or 15(d) of the  Securities  Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Company was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days.

Yes |_| No |X|

Indicate by check mark whether the Registrant is a large  accelerated  filer, an
accelerated  filer, or a  non-accelerated  filer. See definition of "accelerated
filer and large  accelerated  filer" in Rule 12b-2 of the Exchange  Act.  (Check
one):

Large Accelerated Filer |_|  Accelerated Filer |_|    Non-Accelerated Filer |_|

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Act).

|X| Yes    |_| No

     As of September 30, 2004, there were  1,281,061,636  outstanding  shares of
the Registrant's Common Stock, $0.001 par value.


<PAGE>



                                  EDULINK, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>



<S>                                                                                                        <C>
PART I - FINANCIAL INFORMATION                                                                              3

     Item 1. Financial Statements                                                                           3

     Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation           8

     Item 3. Quantitative and Qualitative Disclosures About Market Risk                                    12

     Item 4. Controls and Procedures                                                                       12

PART II - OTHER INFORMATION                                                                                12

     Item 1. Legal Proceedings                                                                             12

     Item 1A. Risk Factors                                                                                 12

     Item 2. Unregistered Sales of Equity Securities and Use of Proceeds                                   12

     Item 3. Defaults Upon Senior Securities                                                               12

     Item 4. Submission of Matters to a Vote of Security Holders                                           12

     Item 5. Other Information                                                                             12

     Item 6. Exhibits                                                                                      13

SIGNATURES                                                                                                 14

</TABLE>

     As used in this annual report, "we", "us", "our", "Edulink", the "Company",
or "our Company" refers to Edulink, Inc. and its predecessor.

                 Forward-Looking Statements and Associated Risks


The Private  Securities  Litigation  Reform Act of 1995 provides a "safe harbor"
for certain forward-looking statements. Some of the statements contained in this
annual report of Edulink discuss future expectations, contain projections of our
operations or financial  condition or state other  forward-looking  information.
Some  statements  contained in this  quarterly  report on Form 10-Q that are not
historical facts (including without limitation  statements to the effect that we
"believe," "expect," "anticipate," "plan," "intend," "foresee," or other similar
expressions)  and  are   forward-looking   statements.   These   forward-looking
statements are based on our current  expectations and beliefs  concerning future
developments  and their potential  effects on us. There can be no assurance that
future  developments  affecting us will be those anticipated by us. All comments
concerning our expectations  for future revenue and operating  results are based
on our  forecasts  of our plan of  operation  and do not include  the  potential
impact  of  any  future  acquisitions  or  operations.   These   forward-looking
statements involve significant risks and uncertainties (some of which are beyond
our control) and assumptions. Should one or more of these risks or uncertainties
materialize,  or should any of our assumptions  prove incorrect,  actual results
may vary in  material  respects  from  those  projected  in the  forward-looking
statements.

                                       2
<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1.     Financial Statements.

                                  EDULINK, INC.
                          (a development stage company)
                                  BALANCE SHEETS
                                   (unaudited)
<TABLE>
<CAPTION>


                                                                                                 September 30,     December 31,
                                                                                                      2004             2003
                                                                                                 ----------------------------------
                                      ASSETS
<S>                                                                                                    <C>              <C>
Current Assets:
Cash                                                                                            $            602  $         1,968
Prepaid assets                                                                                            33,329                -
                                                                                                ----------------------------------

                               TOTAL CURRENT ASSETS                                                       33,931             1,968

Deposits                                                                                                   2,198            2,198
                                                                                                ----------------------------------

                                   TOTAL ASSETS                                                 $         36,129  $         4,166
                                                                                                ==================================


                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities:
Accounts payable and accrued expenses                                                           $        565,777  $      562,777
Compensation payable                                                                                      34,954          404,954
Loan payable, net of unamortized debt discount of $192,883 and $0, respectively                           57,117                -
Loan payable                                                                                                   -           12,150
Due to related party                                                                                      37,065           68,500
Accrued interest                                                                                           7,917              820
Stock payable                                                                                            100,000          100,000
Derivative liability                                                                                     435,323                -
                                                                                                ----------------------------------

TOTAL CURRENT LIABILITIES                                                                              1,238,153        1,149,201
                                                                                                ----------------------------------

Stockholders' Deficit
Common stock, par value $0.001, 1,500,000,000 shares authorized,
           1,281,061,636 and 1,093,695,100 shares issued and outstanding                               1,281,062        1,093,695
Additional paid-in capital                                                                            16,493,607       15,710,763
Deficit accumulated during the development stage                                                     (18,976,693)     (17,949,493)
                                                                                                ----------------------------------

Total Stockholders' Deficit                                                                           (1,202,024)      (1,145,035)
                                                                                                ----------------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                                     $         36,129  $         4,166
                                                                                                ==================================
</TABLE>


                                       3
<PAGE>






                                  EDULINK, INC.
                          (a development stage company)
                            STATEMENTS OF OPERATIONS
         Three and Nine Months ended September 30, 2004 and 2003 and the
         Period from January 25, 1996 (Inception) to September 30, 2004
                                   (unaudited)

<TABLE>
<CAPTION>


                                              Three Months    Three Months    Nine Months     Nine Months      Inception
                                                  Ended           Ended          Ended           Ended          through
                                              September 30,   September 30,  September 30,   September 30,   September 30,
                                                  2004            2003            2004           2003            2004
                                             -------------------------------------------------------------------------------
<S>                                          <C>               <C>            <C>             <C>             <C>
License Fee Income                           $             -   $      25,000  $           -   $      50,000   $      50,000

Selling, general and administrative                    1,000         167,763        765,142         462,364      18,610,400
Impairment of property and equipment                       -               -              -               -          18,572
Interest expense                                      48,587               -         76,735               -         431,901
(Gain) loss on derivatives                          (226,300)              -        185,323               -         185,323
Interest income                                            -               -              -               -        (144,239)
Forgiveness of debt                                        -               -              -               -         (75,264)

                                             -------------------------------------------------------------------------------
NET INCOME (LOSS)                            $       176,713   $    (142,763) $  (1,027,200)  $    (412,364)  $ (18,976,693)
                                             ===============================================================================

BASIC AND DILUTED INCOME (LOSS)
PER SHARE                                    $          0.00   $      (0.00)  $      (0.00)   $      (0.00)         N/A
WEIGHTED-AVERAGE SHARES OUTSTANDING            1,281,061,636     904,236,482  1,204,486,411     869,178,636         N/A

</TABLE>

                                       4
<PAGE>

                                  EDULINK, INC.
                          (a development stage company)
                            STATEMENTS OF CASH FLOWS
        Nine Months ended September 30, 2004 and 2003 and the Period from
               January 25, 1996 (Inception) to September 30, 2004
                                   (unaudited)
<TABLE>
<CAPTION>

                                                                 Nine Months       Nine Months        Inception
                                                                    Ended             Ended            through
                                                                September 30,     September 30,     September 30,
                                                                     2004             2003               2004
                                                               ------------------------------------------------------
<S>                                                                   <C>              <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                       $     (1,027,200)  $      (412,364)  $    (18,976,693)
Adjustments to reconcile net loss to net
 cash used in operating activities
Stock for services                                                      970,211                 -          3,322,436
Additional stock issued under note conversion                                 -                 -            354,346
Option and warrant expense                                                    -            79,022          3,530,974
Change in fair value of derivative liability                            185,323                 -            185,323
Accretion of debt discount on loan payable                               57,117                 -            104,917
Forgiveness of debt                                                           -                 -            (75,264)
Impairment of property and equipment                                          -                 -             18,572
Compensation waived by officers                                               -           175,000            270,403
Depreciation expense                                                          -             5,230                  -
Change in:
Prepaid expenses                                                        (33,329)                -            (35,527)
Accounts payable and accrued expenses                                  (359,903)          105,558            912,566
                                                               ------------------------------------------------------
Net cash used in operating activities                                  (207,781)          (47,554)       (10,387,947)
                                                               ------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment                                            -                 -            (18,572)
                                                               ------------------------------------------------------
Net cash used in investing activities                                         -                 -            (18,572)
                                                               ------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock, net of offering costs                     -            17,865          9,370,177
Proceeds from issuance of debenture                                     250,000                 -            250,000
Proceeds from issuance of bridge notes and
 other short-term notes payable                                               -            47,500            923,000
Payments on bridge notes and other short-term notes payable             (43,585)          (17,865)          (136,056)
                                                               ------------------------------------------------------
Net cash provided by financing activities                               206,415            47,500         10,407,121
                                                               ------------------------------------------------------

Net change in cash                                                       (1,366)              (54)               602

CASH, BEGINNING OF PERIOD                                                 1,968               917                  -
                                                               ------------------------------------------------------

CASH, END OF PERIOD                                            $            602   $           863   $            602
                                                               ======================================================

NON-CASH TRANSACTIONS
Conversion of notes and accrued interest to common stock       $              -   $              -  $        781,033
Contribution of accrued compensation to officers
  to additional paid in capital-                                              -             97,500
Discount on debt                                                        250,000                  -           297,800
</TABLE>


                                       5
<PAGE>




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

NOTE 1 - BASIS OF PRESENTATION AND NEW ACCOUNTING POLICIES

The  accompanying   unaudited  interim  financial   statements  of  Edulink,   a
development  stage  company,  have been prepared in accordance  with  accounting
principles  generally  accepted in the United States of America and the rules of
the Securities and Exchange  Commission,  and should be read in conjunction with
the audited financial statements and notes thereto contained in Edulink's latest
Annual Report filed with the SEC on Form 10-K. In the opinion of management, all
adjustments,  consisting of normal recurring  adjustments,  necessary for a fair
presentation of financial position and the results of operations for the interim
periods  presented  have been  reflected  herein.  The results of operations for
interim periods are not necessarily indicative of the results to be expected for
the full  year.  Notes to the  financial  statements  that  would  substantially
duplicate the disclosure  contained in the audited financial  statements for the
most recent fiscal year as reported in Form 10-K, have been omitted.


NOTE 2 - LOANS PAYABLE

Edulink borrowed $250,000 in May 2004 through several notes with the same terms.
The notes are due in May 2006,  carry initial  interest of 12%, default interest
of 15% and are secured by all assets of Edulink.  The notes are  convertible  at
the lower of $.005 or 50% of the average of the three lowest  prices  during the
20 day period prior to conversion.  The lender  received two puts (a) the lender
cannot receive shares for conversion  that would make the lender's  ownership of
Edulink  greater  than 19.99% of total  shares  outstanding  of Edulink.  If the
lender reaches 19.99%  ownership of Edulink,  the lender can require  Edulink to
pay 130% of principal and unpaid  interest.  (b)If a default  event occurs,  the
lender can require  Edulink to pay 130% of  principal  and unpaid  interest.  In
addition to the notes payable,  the lender received 750,000 warrants to purchase
Edulink's  common stock. The warrants have an exercise price of $.005 and expire
in May 2009. The convertible  notes were determined to have a compound  embedded
derivative  consisting  of the  conversion  option and the puts and the warrants
were  determined to be  freestanding  derivatives.  See note 3 for details.  The
derivatives  resulted in a discount to the convertible  notes carrying amount at
inception of the notes.  The discount will be amortized over the maturity period
of the notes using the  effective  interest  method.  The  carrying  value as of
September 30, 2004 was determined as follows:

                                                     2004
                                                  ---------
     Face value of notes                          $ 250,000
     Less: discount for derivatives                (250,000)
     Add: amortization of discount                   57,117
                                                  ---------
     Carrying value                               $  57,117
                                                  =========


                                       6
<PAGE>


NOTE 3 - DERIVATIVE INSTRUMENTS

Edulink evaluated the application of SFAS 133 and EITF 00-19 for the convertible
debentures and warrants issued in fiscal 2004. Based on the guidance in SFAS 133
and EITF 00-19,  Edulink  concluded all of these instruments were required to be
accounted for as derivatives.  SFAS 133 and EITF 00-19 require Edulink bifurcate
and separately account for the conversion features and puts of the debentures as
embedded  derivatives.  Pursuant to SFAS 133, Edulink  bifurcated the conversion
features and puts from the debentures because the economic  characteristics  and
risks of the conversion  features and puts were determined to not be clearly and
closely related to the economic characteristics and risks of the debentures.  In
addition,  because  there was no explicit cap on the amount of shares that might
be required to be issued pursuant to the conversion features, Edulink determined
that the warrants met the  attributes of a liability and therefore  recorded the
fair value of the conversion  features and puts as a compound derivative and the
warrants freestanding derivatives.  Edulink is required to record the fair value
of the  derivatives  on its  balance  sheet as  liabilities  at fair  value with
changes  in the  values  of these  derivatives  reflected  in the  statement  of
operations as "Gain or loss on  derivatives."  The impact of the  application of
SFAS 133 and EITF 00-19 on the balance  sheets as of September  30, 2004 and the
impact on the  statements  of  operations  for the three and nine  months  ended
September 30, 2004 are as follows:
<TABLE>
<CAPTION>

 Nine Months Ended:                                      May 5, 2004           September 30, 2004        (Gain)  Loss
                                                         (inception)

<S>                                                  <C>                       <C>                  <C>
Derivative liability - debentures                    $            539,471      $          435,063   $            435,063
Derivative liability - warrants                                     1,418                     260                    260
Discount on debentures                                                  -                       -               (250,000)
                                                     ---------------------     -------------------  ---------------------
Total                                                $            540,889      $          435,323   $            185,323
                                                     =====================     ===================  =====================

 Three Months Ended:
                                                         June 30,2004           September 30,2004        (Gain)Loss

Derivative liability - debentures                    $            660,571      $          435,063   $           (225,508)
Derivative liability - warrants                                     1,052                     260                   (792)
                                                     ---------------------     -------------------  ---------------------
Total                                                $            661,623      $          435,323   $           (226,300)
                                                     =====================     ===================  =====================
</TABLE>

Edulink uses the  Black-Scholes  valuation model for calculation of the value of
derivative liabilities. The company uses volatility rates based upon the closing
stock price of its common  stock,  risk free  interest  rates which are the U.S.
Treasury  bill  rate  for  securities  with a  maturity  that  approximates  the
estimated  expected life of a derivative,  closing market prices of common stock
on the  date of  issuance  of a  derivative  or at the end of a  quarter  when a
derivative  is  valued  at  fair  value.  The  volatility  factor  used  in  the
Black-Scholes  pricing model has a significant effect on the resulting valuation
of the derivative  liabilities on the balance sheets.  The following table shows
the  volatility,  risk free rate and market price used in the calculation of the
Black-Scholes call value for the debentures and warrants at September 30, 2004.


                 Volatility      Risk Free     Market Price    Term in Years
                                   Rate
Debentures           207%          2.63%       $      0.0004        1.6
Warrants             187%          3.38%       $      0.0004        4.6


                                   7
<PAGE>

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

Forward-Looking Statements

     The  discussion  in  this  section   contains   certain   statements  of  a
forward-looking  nature  relating  to future  events or our future  performance.
Words such as "anticipates,"  "believes,"  "expects," "intends," "future," "may"
and similar  expressions  or  variations  of such words are intended to identify
forward-looking   statements,   but  are  not  the  only  means  of  identifying
forward-looking statements. Such statements are only predictions and that actual
events or results may differ  materially.  In evaluating  such  statements,  you
should  specifically   consider  various  factors  identified  in  this  report,
including the matters set forth under the caption  "business risks," which could
cause  actual  results  to  differ  materially  from  those  indicated  by  such
forward-looking statements.

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

Overview

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

     The Company  originally  estimated that it needed a total of  approximately
$8.5 million to produce, alpha test, beta test and launch the system for the 7th
and 8th grades only. The Company  subsequently  (in August 2001) determined that
to successfully launch the system, it was necessary to include curricula for all
grades from 3rd through 12th as well as the homeschool  market,  and the Company
therefore also needed to license and make third party content  available through
its  system.  The  Company  estimated  that it needed an  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.  As of December  31,
2002,  the  Company  had raised  only an  additional  $150,000.  The Company now
estimates that it needs to raise a total of $5 million in capital to upgrade its
technology,  license and integrate  third party content for the 3rd through 12th
grades,  produce  additional  enabling tools,  conduct marketing  activities and
launch the system in September 2004. The Company intends to raise the additional
$5 million in capital it needs to  complete  those  modifications  and  enabling
tools and to beta test the system while working with various  school  districts,
school district  alliances and/or State Departments of Education.  Concurrently,
the Company intends to obtain  additional  content from educational  publishers,
universities and other content providers and to launch the system upon the start
of the next customary  school year (i.e.,  August-September  2006),as well as to
create the infrastructure to market and exploit its technology in other markets.

     The Company raised $10,407,121,  net of expenses, as of September 30, 2005,
toward  the goal of a total of $13.5  million,  primarily  through  the  private
placement of its common stock


                                       8
<PAGE>

RESULTS OF OPERATIONS

     Three  Months  Ended  September  30, 2004 as compared to Three Months Ended
September 30, 2003.


                                            FOR THREE MONTHS ENDED SEPTEMBER 30,

         Income statement:                        2004                 2003
                                              -------------      --------------

         Revenue                              $          --      $       25,000
         Interest Income                      $          --      $           --
         Software Development Costs           $          --      $           --
         General and Administrative Expenses  $       1,000      $      167,763
         Interest Expense                     $      48,587      $           --
         (Gain) loss on derivatives           $    (226,300)     $           --

         Total Expenses                       $      49,587      $      167,763

         Net Income (Loss)                    $     176,713      $     (142,763)

     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  has  generated  only  $50,000 in revenues as of
September 30, 2005. EduLink's cumulative losses from inception through September
30, 2004 are $ (18,976,693).

     Interest Income

     Interest income remained the same from the same period in 2004.


                                       9
<PAGE>

     General and Administrative Expenses

General and  administrative  expenses decreased by $166,763 to $1,000 during the
period ended  September  30 2004,  compared  with  $167,763 for the period ended
September  30,  2003.  The  decrease  was due to an overall  scaling back of our
operations.

     Liquidity and Capital Resources

     Since 1996,  EduLink has financed its working capital needs through capital
contributions  by  stockholders,  private  placement of common equity and bridge
loans.  As of September  30, 2004,  the Company had $602 in cash. As of December
31, 2003, the Company had $1,968 in cash.

     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.

     EduLink's  development program and its projected expenses during the period
October 1, 2005 through  September  30, 2006 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,  Malone & Bailey, PC
has expressed  substantial  doubt as to EduLink's ability to continue as a going
concern for the year ended  December 31, 2003,  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.


SUBSEQUENT EVENTS

     On August 11, 2006 Edulink acquired all of the outstanding capital stock of
Mega Media  Group,  Inc.,  a New York  Corporation  ("MMG") in exchange  for the
issuance to the MMG  Shareholders,  upon the increase in the authorized  capital
stock,  of a total  number  of  shares  of  Edulink  common  stock,  which  will
represent,  and equate to, 90% of Edulink's issued and outstanding common stock.
As further  consideration  for the  acquisition,  on the Closing  Date,  Edulink
obtained from a majority of its shareholders duly executed  irrevocable  proxies
to vote  their  shares  for a period  of 120 days or until  such  time as 90% of
EduLink's shares are issued to the MMG  Shareholders,  and delivered them to MMG
and its shareholders,  along with the aforementioned EduLink shareholders' share
certificates to be held in escrow.  Upon the closing of the Merger, MMG became a
wholly-owned  subsidiary of Edulink. Upon the increase in the authorized capital
stock,  and issuance to the MMG  Shareholders of 90% of the  outstanding  common
stock,  the  former  stockholders  of  Edulink  will own 10% of the  issued  and
outstanding Common Stock of EduLink.  The transaction will be accounted for as a
reverse acquisition.

     On August 18, 2006,  Edulink entered into a Securities  Purchase  Agreement
(the "Securities  Purchase  Agreement") with New Millennium Capital Partners II,
LLC, AJW  Qualified  Partners,  LLC, AJW Offshore,  Ltd. and AJW  Partners,  LLC
(collectively,  the  "Investors").  Under the terms of the  Securities  Purchase
Agreement,  the Investors  purchased an aggregate of (i)  $1,500,000 in callable
convertible secured notes (the "Notes") and (ii) warrants to purchase 50,000,000
shares of Edulink common stock (the "Warrants").

     Pursuant to the Securities Purchase Agreement,  the Investors will purchase
the Notes and Warrants in three tranches as set forth below:

1.   At closing on August 21, 2006  ("Closing"),  the Investors  purchased Notes
     aggregating  $200,000 and Warrants to purchase 50,000,000 shares of Edulink
     common stock;

2.   Upon Edulink  being  re-listed on the OTCBB,  the  Investors  will purchase
     Notes aggregating $300,000; and,

3.   Upon the  filing of a  registration  statement  registering  the  shares of
     common stock underlying the Notes ("Registration Statement"), the Investors
     will purchase Notes aggregating $400,000; and,

                                       10
<PAGE>

4.   Upon  effectiveness  of the  Registration  Statement,  the  Investors  will
     purchase Notes aggregating $600,000.

     The Notes  carry an  interest  rate of 6% per annum and a maturity  date of
August 18, 2009.  The notes are  convertible  into Edulink  common shares at the
Applicable  Percentage of the average of the lowest three (3) trading prices for
Edulink  shares of common  stock during the twenty (20) trading day period prior
to conversion.  The "Applicable  Percentage" means 50%; provided,  however, that
the  Applicable  Percentage  shall be  increased  to (i) 55% in the event that a
Registration  Statement is filed within  thirty days of the closing and (ii) 60%
in the event  that the  Registration  Statement  becomes  effective  within  one
hundred and twenty days from the Closing.

     At  Edulink's  option,  Edulink  may  prepay the Notes in the event that no
event of default exists,  there are a sufficient  number of shares available for
conversion  of the Notes and the market price is at or below $.25 per share.  In
addition,  in the event that the  average  daily price of the common  stock,  as
reported  by the  reporting  service,  for each day of the  month  ending on any
determination  date  is  below  $.25,  Edulink  may  prepay  a  portion  of  the
outstanding  principal amount of the Notes equal to 101% of the principal amount
hereof divided by thirty-six  (36) plus one month's  interest.  Exercise of this
option will stay all  conversions  for the following  month.  The full principal
amount of the Notes is due upon default  under the terms of Notes.  In addition,
Edulink has granted the investors a security  interest in  substantially  all of
its assets and intellectual property as well as registration rights.

     Edulink  simultaneously  issued to the  Investors  seven year  warrants  to
purchase 50,000,000 shares of Edulink common stock at an exercise price of $.01.
The Investors have contractually agreed to restrict their ability to convert the
Notes and exercise the  Warrants  and receive  shares of Edulink's  common stock
such that the number of shares of the  Company's  common  stock held by them and
their  affiliates after such conversion or exercise does not exceed 4.99% of the
then issued and outstanding shares of Edulink's common stock.

     Edulink is committed to filing an SB-2 Registration  Statement with the SEC
within 45 days from the Closing Date. Edulink will receive the second tranche of
the funding when the SB-2 is filed with the SEC and the third and final  tranche
of the funding when the SB-2 is declared effective by the SEC. There are penalty
provisions for Edulink should the filing not become effective within 135 days of
the Closing Date. The notes are secured by all of Edulink's assets to the extent
of the outstanding note.

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

     As reflected in the Company's  Financial  Statements  which  accompany this
report,  our  consolidated  financial  statements  have been prepared on a going
concern basis,  which contemplates the realization of assets and liabilities and
commitments  in the  normal  course of  business.  In the near  term,  we expect
operating  costs to continue to exceed funds  generated  from  operations.  As a
result,  we expect to  continue  to incur  operating  losses and we may not have
sufficient  funds to grow our  business in the future.  We can give no assurance
that we will  achieve  profitability  or be  capable  of  sustaining  profitable
operations.  As a result, operations in the near future are expected to continue
to use working capital.

     To  successfully  grow the  individual  segments of the  business,  we must
decrease our cash burn rate,  improve our cash  position and the revenue base of
each segment,  and succeed in our ability to raise additional  capital through a
combination  of  public  or  private  debt and  equity  offerings  or  strategic
alliances. We also depend on certain third party contractors and our executives.

Critical Accounting Policies
----------------------------

     Our financial statements and related public financial information are based
on the  application of accounting  principles  generally  accepted in the United
States ("GAAP"). GAAP requires the use of estimates; assumptions,  judgments and
subjective  interpretations of accounting  principles that have an impact on the
assets,  liabilities  revenue and expense amounts reported.  These estimates can
also affect  supplemental  information  contained  in our  external  disclosures
including information regarding contingencies,  risk and financial condition. We
believe our use of estimates and  underlying  accounting  assumptions  adhere to
GAAP and are consistently and conservatively  applied.  We base our estimates on
historical  experience  and on various other  assumptions  that we believe to be
reasonable under the  circumstances.  Actual results may differ  materially from
these  estimates  under  different  assumptions  or  conditions.  We continue to
monitor  significant  estimates  made during the  preparation  of our  financial
statements.

     Our  significant   accounting   policies  are  summarized  in  the  summary
"Background  and Significant  Accounting  Policies"  accompanying  our financial
statements. While all these significant accounting policies impact our financial
condition  and  results of  operations,  we view  certain of these  policies  as
critical.  Policies  determined to be critical are those  policies that have the
most significant  impact on our financial  statements and require  management to
use a greater degree of judgment and  estimates.  Actual results may differ from
those  estimates.   Our  management   believes  that  given  current  facts  and
circumstances,  it is unlikely that applying any other  reasonable  judgments or
estimate  methodologies  would  cause  effect  on our  consolidated  results  of
operations,  financial  position or liquidity for the periods  presented in this
report.

                                       11
<PAGE>

Off-Balance Sheet Arrangements
------------------------------

     We have no off-balance sheet arrangements.


Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

Market Risk

       EduLink's exposure to market risk is principally confined to cash in bank
and money market accounts, which have short maturities and therefore we believe
to be minimal and immaterial market risk.

Item 4.  Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

     Based on  their  evaluation  as of the end of the  period  covered  by this
Quarterly  Report on Form 10-Q, our Chief Executive  Officer and Chief Financial
Officer have concluded  that our disclosure  controls and procedures (as defined
in Rules  13a-15(e) and  15d-15(e)  under the Exchange Act) are not effective to
ensure that  information  required to be disclosed by us in reports that we file
or submit under the Exchange Act is recorded, processed, summarized and reported
within the time periods  specified in the Securities  and Exchange  Commission's
rules and forms.  This was the result of  communication  from the Securities and
Exchange Commission whereby management  identified several filings which need to
be filed which the Company is in the process of doing.

Changes in Internal Controls

     There were no changes in our internal controls during this annual period.


                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

         None.

Item 1A. Risk Factors.

         The risks relating to our company have not materially changed since our
Form 10-k filed on December 31, 2005, which information is hereby incorporated
by reference.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

         None.

Item 3.  Defaults Upon Senior Securities.

         None.

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

         None.

Item 5.  Other Information.

         None.


                                       12
<PAGE>
<TABLE>
<CAPTION>
Item 6.  Exhibits.

Exhibit No.  Title of Document                                         Location
---------- --------------------------------------------------------  -----------------------------------------------
<C>                                   <C>                                   <C>
2.1        Agreement and Plan of Merger between URREA Enterprises    Incorporated by reference to Form 10-12G
           and EduLink Inc.                                          filed on March 14, 2000

2.2        Stock Purchase Agreement and Share Exchange dated         Incorporated by reference to Form 8-K filed
           August 10, 2006 by and among EduLink, Inc., Mega Media    August 18, 2006
           Group, Inc. and Mega Media Shareholders

3.1.1      Articles of Incorporation of URREA Enterprises, Inc.      Incorporated by reference to Form 10-12G
                                                                     filed on March 14, 2000

3.2        By-laws of EduLink Inc.                                   Incorporated by reference to Form 10-12G
                                                                     filed on March 14, 2000

4.1        Securities Purchase Agreement dated August 18, 2006,      Incorporated by reference as Exhibit 4.1 to
           by and among the Company and New Millennium Capital       Form 8-K filed on August 21, 2006
           Partners II, LLC, AJW Qualified Partners, LLC, AJW
           Offshore, Ltd. and AJW Partners, LLC

4.2        Form of Callable Convertible Secured Note by and among    Incorporated by reference as Exhibit 4.2 to
           New Millennium Capital Partners II, LLC, AJW Qualified    Form 8-K filed on August 21, 2006
           Partners, LLC, AJW Offshore, Ltd. and AJW Partners, LLC

4.3        Form of Stock Purchase Warrant issued to New              Incorporated by reference as Exhibit 4.3 to
           Millennium Capital Partners II, LLC, AJW Qualified        Form 8-K filed on August 21, 2006
           Partners, LLC, AJW Offshore, Ltd. and AJW Partners, LLC

4.4        Registration Rights Agreement dated August 18, 2006 by    Incorporated by reference as Exhibit 4.4 to
           and among New Millennium Capital Partners II, LLC, AJW    Form 8-K filed on August 21, 2006
           Qualified Partners, LLC, AJW Offshore, Ltd. and AJW
           Partners, LLC

4.5        Security Agreement dated August 18, 2006 by and among     Incorporated by reference as Exhibit 4.5 to
           the Company and New Millennium Capital Partners II,       Form 8-K filed on August 21, 2006
           LLC, AJW Qualified Partners, LLC, AJW Offshore, Ltd.
           and AJW Partners, LLC

4.6        Intellectual Property Security Agreement dated August     Incorporated by reference as Exhibit 4.6 to
           18, 2006 by and among the Company and New Millennium      Form 8-K filed on August 21, 2006
           Capital Partners II, LLC, AJW Qualified Partners, LLC,
           AJW Offshore, Ltd. and AJW Partners, LLC

31.1       Certification of Chief Executive Officer Pursuant to      Filed herewith
           Rule 13a-14(a) of the Securities Exchange Act of 1934

31.2       Certification of Chief Financial Officer Pursuant to      Filed herewith
           Rule 13a-14(a) of the Securities Exchange Act of 1934

32.1       Certification of Chief Executive Officer and Chief        Filed herewith
           Financial Officer pursuant to 18 U.S.C. Section 1350,
           as adopted pursuant to Section 906 of the
           Sarbanes-Oxley Act of 2002

</TABLE>


                                       13
<PAGE>



                                   SIGNATURES


     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.




                               EDULINK, INC.

                               By:  /s/ Aleksandr Shvarts
                               -----------------------------
                               ALEKSANDR SHVARTS
                               Chief Executive Officer

                               Date:    November 1, 2006





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