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 March 31, 2005

|_| 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 March 31, 2005 there were 1,500,000,000 outstanding shares of the
Registrant's Common Stock, $0.001 par value.


<PAGE>



                                  EDULINK, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                                TABLE OF CONTENTS


PART I - FINANCIAL INFORMATION                                                1

     Item 1. Financial Statements                                             1

     Item 2. Management's Discussion and Analysis of
             Financial Condition and Results of Operation                     5

     Item 3. Quantitative and Qualitative Disclosures About Market Risk      10

     Item 4. Controls and Procedures                                         10

PART II - OTHER INFORMATION                                                  11

     Item 1. Legal Proceedings                                               11

     Item 1A. Risk Factors                                                   11

     Item 2. Unregistered Sales of Equity Securities and Use of Proceeds     11

     Item 3. Defaults Upon Senior Securities                                 11

     Item 4. Submission of Matters to a Vote of Security Holders             11

     Item 5. Other Information                                               11

     Item 6. Exhibits                                                        11

SIGNATURES                                                                   13




<PAGE>

         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 annual report on Form 10-K 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.

                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

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

                                                                                              March 31,     December 31,
                                                                                                2005            2004
                                                                                           -------------------------------
<S>                                                                                               <C>            <C>
                                   ASSETS

Current Assets:
Prepaid assets                                                                                    $ 18,452       $ 25,849
                                                                                           -------------------------------

TOTAL ASSETS                                                                                      $ 18,452       $ 25,849
                                                                                           ===============================


                    LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities:
Accounts payable and accrued expenses                                                             $569,277       $568,277
Compensation payable                                                                               189,772        189,772
Loan payable, net of unamortized debt discount of $127,990 and $159,952, respectively              122,010         90,048
Due to related party                                                                                37,065         37,065
Accrued interest                                                                                    37,917         22,917
Stock payable                                                                                      100,000        100,000
Derivative liability                                                                               723,540        419,020
                                                                                           -------------------------------

TOTAL CURRENT LIABILITIES                                                                        1,779,581      1,427,099
                                                                                           -------------------------------

Stockholders' Deficit
Common stock, par value $0.001, 1,500,000,000 shares authorized,
           1,500,000,000 shares issued and outstanding                                           1,500,001      1,500,001
Additional paid-in capital                                                                      16,343,350     16,343,350
Deficit accumulated during the development stage                                               (19,604,480)   (19,244,601)
                                                                                           -------------------------------

Total Stockholders' Deficit                                                                     (1,761,129)    (1,401,250)
                                                                                           -------------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                                       $ 18,452       $ 25,849
                                                                                           ===============================

</TABLE>

                                       1
<PAGE>
                                  EDULINK, INC.
                          (a development stage company)
                            STATEMENTS OF OPERATIONS
         Three Months ended March 31, 2005 and 2004 and the Period from
                 January 25, 1996 (Inception) to March 31, 2005
                                   (unaudited)
<TABLE>
<CAPTION>

                                                                 Three Months         Three Months          Inception
                                                                    Ended                Ended               through
                                                                  March 31,            March 31,            March 31,
                                                                     2005                 2004                 2005
                                                             ---------------------------------------------------------------
<S>                                                                           <C>                  <C>             <C>
License Fee Income                                                            $ -                  $ -             $ 50,000


Selling, general and administrative                                         1,000              267,600           18,840,200
Impairment of property and equipment                                            -                    -               18,572
Interest expense                                                           54,359                    -              541,671
(Gain) loss on derivatives                                                304,520                    -              473,540
Interest income                                                                 -                    -             (144,239)
Forgiveness of debt                                                             -                    -              (75,264)

                                                             ---------------------------------------------------------------
NET INCOME (LOSS)                                                      $ (359,879)          $ (267,600)        $(19,604,480)
                                                             ===============================================================

BASIC AND DILUTED INCOME (LOSS)
PER SHARE                                                                 $ (0.00)             $ (0.00)             N/A
WEIGHTED-AVERAGE SHARES OUTSTANDING                                 1,500,000,000        1,115,431,364              N/A
</TABLE>



                                       2
<PAGE>
                                  EDULINK, INC.
                          (a development stage company)
                            STATEMENTS OF CASH FLOWS
               Three Months ended March 31, 2005 and 2004 and the
           Period from January 25, 1996 (Inception) to March 31, 2005
                                   (unaudited)
<TABLE>
<CAPTION>

                                                 Three Months  Three Months    Inception
                                                     Ended         Ended        through
                                                   March 31,     March 31,     March 31,
                                                     2005          2004           2005
--------------------------------------------------------------------------------------------
<S>                                                 <C>           <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)                                   $ (359,879)   $ (267,600)  $(19,604,480)
Adjustments to reconcile net income (loss)
 to net cash used in operating activities
Stock for services                                           -       199,100      3,322,436
Additional stock issued under note conversion                -             -        354,346
Stock for settlement of dispute                              -             -        223,500
Option and warrant expense                                   -             -      3,530,974
Change in fair value of derivative liability           304,520             -        473,540
Accretion of debt discount on loan payable              31,962             -        169,810
Forgiveness of debt                                          -             -        (75,264)
Impairment of property and equipment                         -             -         18,572
Compensation waived by officers                              -             -        270,403
Change in:
Prepaid expenses                                         7,397             -        (18,452)
Accounts payable and accrued expenses                   16,000        68,500        946,066
                                                 -------------------------------------------
Net cash used in operating activities                        -             -    (10,388,549)
--------------------------------------------------------------------------------------------
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                                           -             -      9,370,177
Proceeds from issuance of debenture                          -             -        250,000
Proceeds from issuance of bridge notes
 and other short-term notes payable                          -        923,000
Payments on bridge notes and other
 short-term notes payable                                    -             -       (136,056)
                                                 -------------------------------------------
Net cash provided by financing activities                    -             -     10,407,121
                                                 -------------------------------------------

Net change in cash                                           -             -              -

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

CASH, END OF PERIOD                                        $ -       $ 1,968            $ -
                                                 ===========================================

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                                             -             -        297,800
</TABLE>

                                       3
<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 March
31, 2005 and December 31, 2004 was determined as follows:

                                                    2005              2004
                                                  ---------          ---------
      Face value of notes                         $ 250,000          $ 250,000
      Less: discount for derivatives               (250,000)          (250,000)
      Add: amortization of discount                 122,010             90,048
                                                  ---------          ---------
      Carrying value                              $ 122,010          $  90,048
                                                  =========          =========

                                       4
<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 March 31, 2005 and December
31, 2004 and the impact on the statements of operations for the three months
ended March 31, 2005 are as follows:
<TABLE>
<CAPTION>
                                                         December 31,             March 31,                (Gain)
                                                             2004                   2005                    Loss
<S>                                                  <C>                    <C>                     <C>
Derivative liability - debentures                    $            418,829   $             723,213   $            304,384
Derivative liability - warrants                                       191                     327                    136
                                                     ---------------------  ----------------------  ---------------------
Total                                                $            419,020   $             723,540   $            304,520
                                                     =====================  ======================  =====================
</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 March 31, 2005.


                                   Risk Free                      Term in Years
                  Volatility         Rate         Market Price
Debentures            213%          3.35%         $   0.0005            1.1
Warrants              195%          4.18%         $   0.0005            4.1


                                       5
<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 2003),as well as to
create the infrastructure to market and exploit its technology in other markets.

                                       6
<PAGE>
     Company has raised no additional funds. As of March 31, 2005, the Company
had raised a total of $10,200,706 from inception.

     The Company now expects that expenses (including software development costs
and general and administrative costs) will be approximately $5 million per year
from April 1, 2005 to March 31, 2006, to license additional third party
curriculum content, to produce additional software tools, to alpha test and beta
test the content so licensed and the tools so produced, to upgrade technologies,
to continue operations, to provide necessary support and maintenance services to
licensees, to increase marketing activities for the Smart Schoolhouse system and
to continue and increase development, marketing and support activities relating
to the Company's technologies for application in markets outside of the 3rd
through 12th grade U.S. education market.

RESULTS OF OPERATIONS

Three Months Ended March 31, 2005 as compared to Three Months Ended March 31,
2004


FOR THREE MONTHS ENDED
                                                        March 31,
         Income statement:                       2005               2004
                                              -----------        ---------

         Revenue                              $        --        $      --
         Interest Income                      $        --        $      --
         Interest expense                     $    54,359        $      --
         General and Administrative Expenses  $     1,000        $ 267,600
         (Gain) loss on derivatives           $   304,520        $      --
         Total Expenses                       $   359,897        $ 267,600

         Net Loss                             $  (359,897)       $(267,600)

         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  significant  revenue from
inception  through March 31, 2005; and has generated only $50,000 in revenues as
of March 31, 2005.  EduLink's cumulative losses from inception through March 31,
2004 are $ (19,604,480).

     Interest Income

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

     General and Administrative Expenses

     General and administrative expenses decreased by $266,600 to $1,000 for the
quarter ended March 31, 2005 compared with $267,600 for the quarter ended March
31, 2004. The main reasons for the variance were a scaling back of the Company's
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 March 31, 2004, the had cash of approximately $1,968. As of March
31, 2005, the Company had $0 cash. 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, 2003, the Company has raised $9,370,177 through sales of
common stock and approximately $923,000 through bridge loans. As of March 31,
2005, the Company had raised a total of 10,407,121 from financing activities.
$9,370,177 was raised through the issuance of common stock and 923,000 was
raised via bridge notes.

                                       7
<PAGE>
     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 April
1, 2005 through March 31, 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, 2004, 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,

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


                                       8
<PAGE>
     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.

                                       9
<PAGE>

     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.

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.

                                       10
<PAGE>
                           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.

Item 6. Exhibits.

<TABLE>
<CAPTION>


Exhibit N  Title of Document                                         Location
---------- --------------------------------------------------------  -----------------------------------------------
<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

                                       11
<PAGE>
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        Iorm 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>

                                       12
<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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