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


                                    FORM 10-Q

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

                  For the quarterly period ended March 31, 2002
                                       or

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

         For the transition period from ______________ to ______________

                        Commission File Number: 000-29953



                                  EDULINK, INC.
             (Exact name of registrant as specified in its charter)


                  Nevada                                      95-4562316
                  ------                                      ----------
      (State or other jurisdiction of                      (I.R.S. Employer
      incorporation or organization)                       Identification No.)

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

                                 (310) 247-7800
                               -----------------
              (Registrant's telephone number, including area code)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
                                 Yes [X] No [ ]

     As of March 31, 2002, there were 819,695,100 outstanding shares of the
Registrant's Common Stock, $0.001 par value.


<PAGE>


                                        EDULINK, INC., DBA THE LEARNING PRIORITY
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                            FINANCIAL STATEMENTS
                                                     AS OF DECEMBER 31, 2001 AND
                                                  MARCH 31, 2002 (UNAUDITED) AND
                                                      FOR THE THREE MONTHS ENDED
                                             MARCH 31, 2002 AND 2001 (UNAUDITED)
















EduLink Mar02 Rev     #2246




<PAGE>

<TABLE>
<CAPTION>

                                                                           EDULINK, INC., DBA THE LEARNING PRIORITY
                                                                                      (A DEVELOPMENT STAGE COMPANY)
                                                                                                           CONTENTS
                                                                   DECEMBER 31, 2001 AND MARCH 31, 2002 (UNAUDITED)

--------------------------------------------------------------------------------------------------------------------


                                                                                                            Page
FINANCIAL INFORMATION
Item 1. Unaudited Financial Statements

<S>                                                                                                      <C>
     Balance Sheets at March 31, 2002 and December 31, 2001 (unaudited)                                       1

     Statements of Operations for the three months ended March 31, 2002 and 2001 (unaudited)
      and for the period from January 25, 1996 (inception) to March 31, 2002 (unaudited)                      2

     Statements of Cash Flows for the three months ended March 31, 2002 and 2001 (unaudited)
      and for the period from January 25, 1996 (inception) to March 31, 2002 (unaudited)                    3 - 4

     Notes to Financial Statements (unaudited)                                                              5 - 9

Item 2. Management's Discussion and Analysis of Financial Condition
           and Results of Operations                                                                        10-12

SIGNATURES                                                                                                    13
</TABLE>

  Unless otherwise indicated, all references to "EduLink," "we," "us" and "our"
  refer to EduLink, Inc. and its predecessor.

                                CAUTIONARY NOTICE
                      REGARDING FORWARD-LOOKING STATEMENTS

     This report contains statements that we believe are "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Forward-looking statements generally can be identified by the use of
forward-looking terminology such as "may," "will," "expect," "should," "intend,"
"estimate," "anticipate," "believe," "plan," "continue" or similar terminology.
We undertake no obligation to publicly update or revise any forward-looking
statements contained in this report. These forward-looking statements are not
guarantees of future performance and are subject to risks, uncertainties and
other factors, some of which are beyond our control, that could cause actual
results to differ materially from those we express or imply in those
forward-looking statements. These risks, uncertainties and other factors
include, but are not limited to, the raising of additional capital, the
acceptance of our products in the market, competition, the status of our
intellectual property and our dependence on educational customers for sales of
our specialized educational products, statements regarding our competitive
strengths, business strategy, expected benefits of any acquisition, future
financial position, budgets, projected costs and plans and objectives of
management. Other uncertainties related to our business and securities, which
are traded on the OTC Bulletin Board, are outlined in our Annual Report on Form
10-K for the fiscal year ended December 31, 2001.


<PAGE>

<TABLE>
<CAPTION>

                                                                            EDULINK, INC., DBA THE LEARNING PRIORITY
                                                                                       (A DEVELOPMENT STAGE COMPANY)
                                                                                                      BALANCE SHEETS
                                                                    DECEMBER 31, 2001 AND MARCH 31, 2002 (UNAUDITED)
--------------------------------------------------------------------------------------------------------------------


                                     ASSETS

                                                                                   March 31,       December 31,
                                                                                      2002               2001
                                                                                ---------------    ----------------
                                                                                 (Unaudited)
<S>                                                                             <C>                    <C>
CURRENT ASSETS
     Cash                                                                       $        35,015        $    103,151
     Prepaid expenses and other current assets                                           27,545              27,545
                                                                                ---------------    ----------------

         Total current assets                                                            62,560             130,696

PROPERTY AND EQUIPMENT, net                                                              26,334              23,971
DEPOSIT                                                                                   2,198               2,198
                                                                                ---------------    ----------------

                      TOTAL ASSETS                                              $        91,092    $        156,865
                                                                                ===============    ================


                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
     Bridge notes payable, net of unamortized discount                          $       350,000    $        164,150
     Accounts payable and accrued expenses                                              682,819             633,313
     Accrued expenses                                                                    40,625              40,625
                                                                                ---------------    ----------------

         Total current liabilities                                                    1,073,444             838,088
                                                                                ---------------    ----------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT
     Common stock, $0.001 par value
         1,500,000,000 shares authorized
         821,695,100 (unaudited) and 821,695,100 shares
              issued and outstanding                                                    821,696             821,696
     Shares committed to be issued                                                      100,000             100,000
     Additional paid-in capital                                                      12,552,043          12,432,519
     Deficit accumulated during the development stage                               (14,456,091)        (14,035,438)
                                                                                ---------------    ----------------

                  Total stockholders' deficit                                          (982,352)           (681,223)
                                                                                ---------------    ----------------

                      TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT               $        91,092    $        156,865
                                                                                ===============    ================

</TABLE>

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

                                       1
<PAGE>
<TABLE>
<CAPTION>

                                                                            EDULINK, INC., DBA THE LEARNING PRIORITY
                                                                                       (A DEVELOPMENT STAGE COMPANY)
                                                                                            STATEMENTS OF OPERATIONS
                                                  FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001 (UNAUDITED) AND
                                      FOR THE PERIOD FROM JANUARY 25, 1996 (INCEPTION) TO MARCH 31, 2002 (UNAUDITED)

-------------------------------------------------------------------------------------------------------------------

                                                                                                       For the
                                                                                                     Period from
                                                                              For the                January 25,
                                                                       Three Months Ended               1996
                                                                             March 31,             (Inception) to
                                                                ---------------------------------     March 31,
                                                                      2002              2001             2002
                                                                ----------------  ---------------  ----------------
                                                                 (unaudited)       (unaudited)      (unaudited)
<S>                                                             <C>               <C>              <C>
INCOME
   Interest                                                     $            113  $        11,764  $        144,222
                                                                ----------------  ---------------  ----------------

EXPENSES
   Software development costs                                             12,884          706,627         7,220,268
   General and administrative                                            407,882          443,927         7,380,045
                                                                ----------------  ---------------  ----------------

     Total expenses                                                      420,766        1,150,554        14,600,313
                                                                ----------------  ---------------  ----------------

NET LOSS                                                        $       (420,653) $  (1,138,790)   $    (14,456,091)
                                                                ================  ===============  ================

BASIC AND DILUTED LOSS PER SHARE                                $              -  $             -  $          (0.03)
                                                                ================  ===============  ================

WEIGHTED-AVERAGE SHARES USED TO COMPUTE
   BASIC AND FULLY DILUTED LOSS PER SHARE                            821,695,000      801,644,167       533,265,184
                                                                ================  ===============  ================
</TABLE>



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

                                       2
<PAGE>

<TABLE>
<CAPTION>

                                                                            EDULINK, INC., DBA THE LEARNING PRIORITY
                                                                                       (A DEVELOPMENT STAGE COMPANY)
                                                                                            STATEMENTS OF CASH FLOWS
                                                  FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001 (UNAUDITED) AND
                                      FOR THE PERIOD FROM JANUARY 25, 1996 (INCEPTION) TO MARCH 31, 2002 (UNAUDITED)

--------------------------------------------------------------------------------------------------------------------

                                                                                                       For the
                                                                                                     Period from
                                                                               For the                January 25,
                                                                        Three Months Ended               1996
                                                                               March 31,            (Inception) to
                                                                ---------------------------------      March 31,
                                                                      2002              2001             2002
                                                                ----------------  ---------------  ----------------
                                                                 (unaudited)       (unaudited)      (unaudited)
<S>                                                             <C>               <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                                     $       (420,653) $    (1,138,790) $    (14,456,091)
   Adjustments to reconcile net loss to net cash
     used in operating activities
       Common stock issued for software development
         costs                                                                 -                -             5,000
       Common stock issued for professional services                           -                -            70,000
       Common stock issued for related party payable                           -                -           140,403
       Compensation waived by officers                                         -                -           130,000
       Warrants and options issued for services                           37,706                -         3,369,012
       Amortization of debt discount                                     117,668                -           129,618
       Depreciation expense                                                    -                -            13,658
       (Increase) decrease in
         Due from related party                                                -           10,000                 -
         Prepaid expenses and other current assets                             -          (25,208)          (27,545)
         Deposit                                                               -                -            (2,198)
       Increase (decrease) in
         Accounts payable and accrued expenses                            49,506          (62,210)          682,819
         Compensation payable                                                  -          (30,000)                -
         Due to related party                                                  -                -                 -
         Accrued expenses                                                      -           18,550            64,625
                                                                ----------------  ---------------  ----------------

Net cash used in operating activities                                   (215,773)      (1,227,658)       (9,880,699)
                                                                ----------------  ---------------  ----------------

CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of property and equipment                                     (2,363)          (7,752)          (39,992)
                                                                ----------------  ---------------  ----------------

Net cash used in investing activities                                     (2,363)          (7,752)          (39,992)
                                                                ----------------  ---------------  ----------------
</TABLE>
   The accompanying notes are an integral part of these financial statements.

                                       3

<PAGE>
<TABLE>
<CAPTION>


                                                                            EDULINK, INC., DBA THE LEARNING PRIORITY
                                                                                       (A DEVELOPMENT STAGE COMPANY)
                                                                                            STATEMENTS OF CASH FLOWS
                                                  FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001 (UNAUDITED) AND
                                      FOR THE PERIOD FROM JANUARY 25, 1996 (INCEPTION) TO MARCH 31, 2002 (UNAUDITED)

--------------------------------------------------------------------------------------------------------------------

                                                                                                       For the
                                                                                                     Period from
                                                                              For the                 January 25,
                                                                        Three Months Ended               1996
                                                                             March 31,              (Inception) to
                                                                ---------------------------------      March 31,
                                                                      2002              2001             2002
                                                                ----------------  ---------------  ----------------
                                                                 (unaudited)       (unaudited)      (unaudited)
<S>                                                             <C>               <C>              <C>
CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from issuance of bridge notes                       $        150,000  $             -  $        625,000
   Repayment of bridge notes                                                   -                -           (50,000)
   Proceeds from issuance of common stock                                      -                -         9,777,579
   Cost of issuance of common stock                                            -                -          (396,873)
                                                                ----------------  ---------------  ----------------

Net cash provided by financing activities                                150,000                -         9,955,706
                                                                ----------------  ---------------  ----------------

Net increase (decrease) in cash                                          (68,136)      (1,235,410)           35,015

CASH, BEGINNING OF PERIOD                                                103,151        2,022,147                 -
                                                                ----------------  ---------------  ----------------

CASH, END OF PERIOD                                             $         35,015  $       786,737  $         35,015
                                                                ================  ===============  ================


SUPPLEMENTAL DISCLOSURES OF CASH FLOW
   INFORMATION

     INTEREST PAID                                              $              -  $             -  $              -
                                                                ================  ===============  ================

     INCOME TAXES PAID                                          $            800  $           800  $          4,000
                                                                ================  ===============  ================

</TABLE>

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
During the three months ended March 31, 2001, the Company issued 2,000,000
(unaudited) shares of common stock for a subscription received during the year
ended December 31, 2000.

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

                                       4

<PAGE>


                                        EDULINK, INC., DBA THE LEARNING PRIORITY
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                   NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2001 AND MARCH 31, 2002 (UNAUDITED)
--------------------------------------------------------------------------------


NOTE 1 - DESCRIPTION OF BUSINESS

         EduLink, Inc., dba The Learning Priority ("EduLink") was originally
         incorporated in January 1994 as a Nevada corporation under the name
         URREA Enterprises, Inc. ("URREA") as a development stage company. In
         October 1999, URREA and EduLink agreed to merge, with URREA surviving
         the merger and the stockholders of EduLink receiving an aggregate of
         7,776,000 shares of URREA common stock. At the time, URREA had no
         assets or liabilities and a net asset value of $0. EduLink entered into
         the merger in order to achieve the value of being a publicly traded
         company. Immediately after the merger, URREA changed its name to
         EduLink, Inc., dba The Learning Priority (the "Company").

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


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Development Stage Enterprise
         The Company is a development stage company as defined in Statement of
         Financial Accounting Standards ("SFAS") No. 7, "Accounting and
         Reporting by Development Stage Enterprises." The Company is devoting
         substantially all of its present efforts to establish a new business,
         and its planned principal operations have not yet commenced. All losses
         accumulated since inception have been considered as part of the
         Company's development stage activities.

         Going Concern Issues
         The Company has received a report on its financial statements for the
         year ended December 31, 2001 from its independent auditors that
         includes an explanatory paragraph describing the Company's uncertainty
         to continue as a going concern. These financial statements contemplate
         the ability to continue as such and do not include any adjustments that
         might result from this uncertainty.

         Interim Unaudited Financial Information
         The unaudited financial information furnished herein reflects all
         adjustments, consisting only of normal recurring adjustments, which in
         the opinion of management, are necessary to fairly state the Company's
         financial position, the results of operations, and cash flows for the
         periods presented. The results of operations for the three months ended
         March 31, 2002 are not necessarily indicative of results for the entire
         fiscal year ending December 31, 2002. The information with respect to
         the three months ended March 31, 2002 and 2001 is unaudited.

                                       5
<PAGE>

                                        EDULINK, INC., DBA THE LEARNING PRIORITY
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                   NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2001 AND MARCH 31, 2002 (UNAUDITED)
--------------------------------------------------------------------------------


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         Comprehensive Income
         The Company utilizes SFAS No. 130, "Reporting Comprehensive Income."
         This statement establishes standards for reporting comprehensive income
         and its components in a financial statement. Comprehensive income as
         defined includes all changes in equity (net assets) during a period
         from non-owner sources. Examples of items to be included in
         comprehensive income, which are excluded from net income, include
         foreign currency translation adjustments and unrealized gains and
         losses on available-for-sale securities. Comprehensive income is not
         presented in the Company's financial statements since the Company did
         not have any of the items of comprehensive income in any period
         presented.

         Software Development Costs
         Development costs incurred in the research and development of new
         software products are expensed as incurred until technological
         feasibility in the form of a working model has been established. To
         date, the Company has not completed its software development to the
         point of technological feasibility, and accordingly, no costs have been
         capitalized.

         Impairment of Long-Lived Assets
         The Company reviews long-lived assets to be held and used for
         impairment whenever events or changes in circumstances indicate that
         the carrying amount of an asset may not be recoverable. If the sum of
         the expected future cash flows (undiscounted and without interest
         charges) is less than the carrying amount of the asset, the Company
         would recognize an impairment loss based on the estimated fair value of
         the asset.

         Stock-Based Compensation
         SFAS No. 123, "Accounting for Stock-Based Compensation," establishes
         and encourages the use of the fair value based method of accounting for
         stock-based compensation arrangements under which compensation cost is
         determined using the fair value of stock-based compensation determined
         as of the date of grant and is recognized over the periods in which the
         related services are rendered. The statement also permits companies to
         elect to continue using the current implicit value accounting method
         specified in Accounting Principles Board ("APB") Opinion No. 25,
         "Accounting for Stock Issued to Employees," to account for stock-based
         compensation issued to employees. The Company has elected to use the
         intrinsic value based method and has disclosed the pro forma effect of
         using the fair value based method to account for its stock-based
         compensation.

                                       6
<PAGE>

                                        EDULINK, INC., DBA THE LEARNING PRIORITY
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                   NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2001 AND MARCH 31, 2002 (UNAUDITED)
--------------------------------------------------------------------------------


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         Income Taxes
         The Company uses the asset and liability method of accounting for
         income taxes. The asset and liability method accounts for deferred
         income taxes by applying enacted statutory rates in effect for periods
         in which the difference between the book value and the tax bases of
         assets and liabilities are scheduled to reverse. The resulting deferred
         tax asset or liability is adjusted to reflect changes in tax laws or
         rates. Because the Company has incurred losses from operations, no
         benefit is realized for the tax effect of the net operating loss
         carryforward and software development costs capitalized for tax
         purposes due to the uncertainty of its realization.

         Loss per Share
         Basic loss per share is computed by dividing loss available to common
         stockholders by the weighted-average number of common shares
         outstanding. Diluted loss per share is computed similar to basic loss
         per share except that the denominator is increased to include the
         number of additional common shares that would have been outstanding if
         the potential common shares had been issued and if the additional
         common shares were dilutive. Because the Company has incurred net
         losses, basic and diluted loss per share are the same.

         Estimates
         The preparation of financial statements requires management to make
         estimates and assumptions that affect the reported amounts of assets
         and liabilities and disclosure of contingent assets and liabilities at
         the date of the financial statements and the reported amounts of
         revenue and expenses during the reporting period. Actual results could
         differ from those estimates.

         Recently Issued Accounting Pronouncements
         In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB
         Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and
         Technical Corrections." SFAS No. 145 updates, clarifies, and simplifies
         existing accounting pronouncements. This statement rescinds SFAS No. 4,
         which required all gains and losses from extinguishment of debt to be
         aggregated and, if material, classified as an extraordinary item, net
         of related income tax effect. As a result, the criteria in APB No. 30
         will now be used to classify those gains and losses. SFAS No. 64
         amended SFAS No. 4 and is no longer necessary as SFAS No. 4 has been
         rescinded. SFAS No. 44 has been rescinded as it is no longer necessary.
         SFAS No. 145 amends SFAS No. 13 to require that certain lease
         modifications that have economic effects similar to sale-leaseback
         transactions be accounted for in the same manner as sale-lease
         transactions. This statement also makes technical corrections to
         existing pronouncements. While those corrections are not substantive in
         nature, in some instances, they may change accounting practice. The
         Company does not expect adoption of SFAS No. 145 to have a material
         impact, if any, on its financial position or results of operations.

                                       7
<PAGE>

                                        EDULINK, INC., DBA THE LEARNING PRIORITY
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                   NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2001 AND MARCH 31, 2002 (UNAUDITED)
--------------------------------------------------------------------------------


NOTE 3 - CASH

         The Company maintains its cash in a bank located in California. The
         balance is insured by the Federal Deposit Insurance Corporation up to
         $100,000. As of March 31, 2002, the Company did not have any uninsured
         cash.


NOTE 4 - BRIDGE NOTES PAYABLE

         Bridge notes represent two notes payable at 10% (annual percentage rate
         10.47%) per annum as follows:

                  Bridge note #1                      $        100,000
                  Bridge note #2 (a)                           250,000
                                                      ----------------

                      TOTAL                           $        350,000
                                                      ================

         (a)      During December 2001, the Company obtained a loan for $250,000
                  to be received in two installments. The first installment of
                  $100,000 was received in December 2001. The second installment
                  of $150,000 was received in January 2002. The note matures on
                  March 31, 2002 and may be converted at the lender's request
                  into common stock. The number of shares will be determined by
                  dividing $0.05 into that portion of the money owed by the
                  Company.

                  The lender was also assigned an aggregate of 6,000,000
                  existing warrants to purchase shares of the Company's common
                  stock at an exercise price of $0.0022 per share. Of these
                  warrants, 2,400,000 were assigned upon the debtor's receipt of
                  the first $100,000 loan installment, and 3,600,000 are to be
                  assigned upon the debtor's receipt of the last $150,000 loan
                  installment.

                  The proceeds of the $250,000 loan have been allocated between
                  the note payable and the warrants based on their relative fair
                  value. The resulting interest expense associated with these
                  warrants assigned was $129,168, of which $117,668 was recorded
                  during the three months ended March 31, 2002.

         Both of the bridge notes payable are currently due for payment, and the
         Company is in default. The creditors have not initiated any action
         against the Company.

                                       8

<PAGE>

                                        EDULINK, INC., DBA THE LEARNING PRIORITY
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                   NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2001 AND MARCH 31, 2002 (UNAUDITED)
--------------------------------------------------------------------------------


NOTE 5 - COMMITMENTS

         Lease
         The Company co-leases its facility under an operating lease agreement
         with an unrelated third party, which expires in November 2002. Future
         gross and Company commitments at December 31, 2001 were $106,673 and
         $37,335, respectively. Rent expense was $62,067, $9,100 (unaudited),
         and $13,792 (unaudited) for the year ended December 31, 2001 and the
         three months ended March 31, 2002 and 2001, respectively.

         Employment Agreement
         In September 1999, the Company entered into five-year employment
         contracts with its President, Chief Executive Officer, and Senior Vice
         President that provide for a minimum annual salary, incentives, and
         bonuses, which are based on the Company's attainment of specified
         levels of sales and earnings. The annual salaries for the three
         officers are $150,000, $150,000, and $90,000, respectively.


NOTE 6 - COMMON STOCK AND COMMON STOCK WARRANTS

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


NOTE 7 - RELATED PARTY TRANSACTION

         During the three months ended March 31, 2001, a member of the Board of
         Directors was paid $27,000 (unaudited) for consulting services provided
         to the Company.


                                       9


<PAGE>

                                        EDULINK, INC., DBA THE LEARNING PRIORITY
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                   NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2001 AND MARCH 31, 2002 (UNAUDITED)
--------------------------------------------------------------------------------


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

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

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

The Company originally estimated that it needed a total of approximately $8.5
million to produce, alpha test, beta test and launch the System for grades 7th
and 8th only. The Company now intends to include all grades from 3rd through
12th as well as the home-school market. The Company estimates that it needs an
additional $5.5 million to complete the modifications required for the System's
application to the home-school market and for grades 3rd through 6th and 9th
through 12th, to license third party curriculum content for grades 3rd through
6th, 9th through 12th, to beta test, launch and market the system for grades 3rd
through 12th, to complete the production of additional enabling tools, to
provide the infrastructure to market and exploit the Company's technologies, and
to commence the creation of proprietary curriculum content for two additional
grades, 9th and 10th. It has raised a total of approximately $9.3 million, net
of expenses, towards the goal of a total $14 million as of March 31, 2002,
primarily through the December 1999 private placement of common stock.

The Company expects that expenses (including software development costs and
general and administrative costs) will be approximately $5 million per year from
2002 to 2004, to create curriculum content for two additional grade levels each
year, to alpha test and beta test the content so created, to produce additional
software tools, to upgrade technologies to continue operations, to increase
marketing activities for the Smart Schoolhouse system and to continue marketing
the Company's technologies for application in markets outside of the 3rd through
12th U.S. education market.

RESULTS OF OPERATIONS

         Three Months Ended March 31, 2002 as compared to Three Months Ended
         March 31, 2001

                                           FOR THREE MONTHS ENDED MARCH 31,
         Income statement:                    2002                  2001
                                       -----------------      ---------------
        Revenue                         $           -         $           -
        Interest income                 $          113        $       11,764

        Software development costs      $        12,884       $      706,627
        General and administrative
           expenses                     $       407,882       $      443,927
        Total Expenses                  $       420,766       $    1,150,554

        Net loss                        $      420,653        $    1,138,790


                                       10
<PAGE>
                                        EDULINK, INC., DBA THE LEARNING PRIORITY
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                   NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2001 AND MARCH 31, 2002 (UNAUDITED)
--------------------------------------------------------------------------------


REVENUE
EduLink is a development stage enterprise and has spent most of its efforts
during the past five years in developing its Smart Schoolhouse system web based
software initially for the 7th and 8th grades, and now also for 3rd through 6th
and 9th through 12th grades as well as the home-school market, which is intended
to be launched upon the start of the next customary school year in September,
2002 following the completion of the beta test and resultant modifications to
the system, if any. Accordingly, EduLink has not generated any revenues to date.
EduLink's cumulative losses from inception through March 31, 2002 are
$14,456,091.

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

         Software Development Costs
Software development costs decreased by $693,743 to $12,884 for the quarter
ended March 31, 2002, from $706,627 for the quarter ended March 31, 2001. The
decrease in software development costs resulted from the completion of a part of
EduLink's software development activities after the third quarter 2001.
Moreover, the Company paid various consulting firms and individual contractors
for the development and promotion of the Smart Schoolhouse system in the first
quarter, 2001.

         General and Administrative Expenses
General and administrative expenses decreased by $36,045 to $407,882 for the
quarter ended March 31, 2002, compared with $443,927 for the quarter ended March
31, 2001. The main reasons for the variance are decrease of G & A payroll, wages
and bonus expenses, legal fees, rent and equipment rental expenses in the first
quarter ending March 31, 2002, as compared to the first quarter ending March 31,
2001.

The Company's payroll and payroll related expenses decreased by $154,350 to
$90,950 in the first quarter ending March 31, 2002 from $245,300 in the first
quarter ending March 31, 2001. In the first quarter ending March 31, 2001, the
Company paid a bonus of $140,000 to Company's executive officers, in return for
the termination of warrants; moreover, the Company's Westlake office was closed
during the first quarter ending March 31, 2002, resulting in the termination of
one employee who had received compensation during the first quarter ending March
31, 2001.

The Company's rent and equipment rental expenses decreased by $7,496 to $9,100
in the first quarter ending March 31, 2002 from $16,596 in the first quarter
ending March 31, 2001, as a result of the closing of Company's Westlake office.
Legal fees decreased by $31,645 to $7,503 during the first quarter ending March
31, 2002 from $39,148 during the first quarter ending March 31, 2001 because
Company's requirement for legal services during the first quarter ending March
31, 2002 were limited.

The compensation expense of $37,706 during the first quarter ending March 31,
2002 relates to warrants that had been issued to three of Company's officers
upon the completion of the Design base of Company's Smart Schoolhouse, compared
to total compensation expenses relating to those same warrants of $150,823 for
the twelve month period ending December 31, 2001. Interest expenses increased by
$107,668 to $117,668 during the first quarter ending March 31, 2002 from $10,000
during the first quarter ending March 31, 2001 as a result of the assignment of
6,000,000 of those same warrants by Company's officers to a bridge lender;
however, as a result of that assignment, compensation expenses relating to the
warrants assigned by Company's officers to the lender will b reduced by $369,300
over the next five years.

                                       11

<PAGE>
                                        EDULINK, INC., DBA THE LEARNING PRIORITY
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                   NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2001 AND MARCH 31, 2002 (UNAUDITED)
--------------------------------------------------------------------------------

         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, 2002, the Company had cash of approximately $35,015. Cash
used in operations was $215,773 for the quarter ended March 31, 2002, and
$9,880,699 from inception through March 31, 2002. Cash used in operations during
each of these periods was primarily for expenses related to marketing, general
and administrative expenses. Since 1996 through March 31, 2002, the Company has
raised $9,777,579 through private placements of common stock and seed capital
from one of the Company's executives and approximately $625,000 through bridge
loans. In August 2000, the Company amended its employment contracts with its
President, Chief Executive Officer, and Senior Vice President. The amendments
terminated the issuance of an aggregate of 17,152,950 warrants to these officers
upon completion of each of the build-out elements, the beta test, and the
national launch of the Smart Schoolhouse system. In consideration for the
warrant termination, the Company agreed to give $50,000 each to its President
and its Chief Executive Officer and $30,000 to its Senior Vice President as
compensation. In addition, the President and Chief Executive Officer each
received an additional $160,000 during 2001, payable to each officer at the rate
of $50,000 in January 2001 and $10,000 per month for eleven consecutive months
commencing February 1, 2001. As indicated above under the caption "Overview,"
the estimated cost of EduLink's development program and its projected expenses
over the next twelve months will exceed its current cash resources. EduLink
anticipates that it will need to raise an additional $5 million of capital in
order to meet its anticipated cash requirements up to the planned launch of the
Smart Schoolhouse system for the 3rd through 12th grades. Changes in the
Company's development program or other changes affecting operating expenses
could alter the timing and amount of expenditures and therefore the amount and
timing of when the Company will require additional funding. Our independent
auditor, Singer, Lewak, Greenbaum & Goldstein, LLP, has expressed substantial
doubt as to Edulink's ability to continue as a going concern for the year ended
December 31, 2001 based on significant operating losses that Edulink has
uncurred since inception and the fact that Edulink is currently in default of
its bridge note payables. EduLink currently plans to raise sufficient additional
capital through private placement of its common stock and/or private placement
of debt or preferred stock convertible into its common stock to meet its ongoing
cash needs, until such time as its business generates cash flow sufficient to
fund its operations. However, the additional funding the Company requires may
not be available on acceptable terms or at all. If the Company cannot obtain
adequate funding, it could be required to significantly curtail or even shutdown
operations.

                                       12


<PAGE>

                                        EDULINK, INC., DBA THE LEARNING PRIORITY
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                   NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2001 AND MARCH 31, 2002 (UNAUDITED)
--------------------------------------------------------------------------------


                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned on its behalf by the undersigned thereunto duly authorized.

                                                        EDULINK, INC.

         Date:  May 10, 2002               By:  /s/ Michael Rosenfeld
                                               --------------------------------
                                                Michael Rosenfeld
                                                Chief Executive Officer
                                                (On behalf of the registrant and
                                                as principal financial officer)

                                       13