Registrant’s
telephone number, including area code:
(310)
242-7800
(Former
Name or former address, if changed since last report.)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
□
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
□
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14-12)
□
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
□
Pre-commencement communications pursuant to Rule 13-e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Explanatory
Note:
This
Form 8-K is filed to report the mutual rescission of the Stock Purchase
Agreement and Share Exchange dated August 10, 2006 between Edulink, Inc.,
certain Edulink Shareholders, Mega Media Group, Inc. (“MMG”) and certain MMG
Shareholders. As a result of this mutual rescission, we are unwinding the
reverse merger which closed on August 11, 2006 and the transactions contemplated
thereby as if they never occurred. MMG is not our wholly-owned
subsidiary.
Except
as otherwise required by the context, all references in this report to "we",
"us”, "our", “EduLink”, “MYIQ” or "Company" refer to EduLink, Inc., a Nevada
corporation.
FORWARD
LOOKING STATEMENTS
This
Form 8-K and other reports filed by Registrant from time to time with the
Securities and Exchange Commission (collectively the “Filings”) contain or may
contain forward looking statements and information that are based upon beliefs
of, and information currently available to, Registrant’s management as well as
estimates and assumptions made by Registrant’s management. When used in the
filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”,
“intend”, “plan” or the negative of these terms and similar expressions as they
relate to Registrant or Registrant’s management identify forward looking
statements. Such statements reflect the current view of Registrant with respect
to future events and are subject to risks, uncertainties, assumptions and other
factors relating to Registrant’s industry, Registrant’s operations and results
of operations and any businesses that may be acquired by Registrant. Should
one
or more of these risks or uncertainties materialize, or should the underlying
assumptions prove incorrect, actual results may differ significantly from those
anticipated, believed, estimated, expected, intended or planned.
Although
Registrant believes that the expectations reflected in the forward looking
statements are reasonable, Registrant cannot guarantee future results, levels
of
activity, performance or achievements. Except as required by applicable law,
including the securities laws of the United States, Registrant does not intend
to update any of the forward-looking statements to conform these statements
to
actual results.
Item
1.01
Entry
Into a Material Definitive
Agreement.
On
March12, 2007, Edulink, Inc., a Nevada corporation (“Edulink”), certain Edulink
shareholders, Mega Media Group, Inc., a New York Corporation (“MMG”), and MMG
shareholders, entered into a Mutual Rescission and Release Agreement (the
“Rescission Agreement”) whereby the parties mutually agreed to rescind the Stock
Purchase Agreement and Share Exchange (the “Exchange Agreement”) dated August10, 2006, and unwind the reverse merger. The Board of Directors of each of
Edulink and Mega Media have each mutually agreed to and determined that is
fair
to and in the best interests of their respective corporations and shareholders
to rescind the Exchange Agreement and unwind the reverse merger and the
transactions contemplated thereby as if they never occurred, upon the terms
and
subject to the conditions set forth in this Rescission Agreement. A majority
of
EduLink’s shareholders and all of MMG’s shareholders have also approved the
Rescission Agreement.
Pursuant
to the Rescission Agreement, EduLink returned to the MMG shareholders all shares
acquired under the Exchange Agreement and all properties received from either
party, including certain EduLink shareholder proxies, pursuant to the Exchange
Agreement have been returned to the respective party. The financing transaction
disclosed on Form 8-K filed August 16, 2006, whereby we entered into a
Securities Purchase Agreement with New Millennium Capital Partners II, LLC,
AJW
Qualified Partners, LLC, AJW Offshore, Ltd. and AJW Partners, LLC for the sale
of an aggregate of (i) $1,500,000 in callable convertible secured notes and
(ii)
warrants to purchase 50,000,000 shares of our common stock has been assumed
by
MMG and will not be reflected in our financial statements. No shares were ever
issued to the MMG shareholders under the Exchange Agreement. The board of
directors and executive officers appointed pursuant to the Exchange Agreement
do
not have a control position in EduLink. Michael Rosenfeld is our sole officer
and director. We do not operate our business through MMG. Consequently, the
reverse merger, and any actions taken by the Company subsequent to the reverse
merge, including those actions set forth in the Definitive Information Statement
filed January 9, 2007, is null and void as if it never occurred, MMG is not
now
and has never been a subsidiary of us, and the parties are returned to their
respective positions immediately prior to the Exchange Agreement and reverse
merger. Except for our SEC filings on November 1, 2006, the financial statements
and information contained in the filings from August 14, 2006 through January9,2007 should not be relied upon.
Item
5.06
Change
in Shell Company
Status.
As
a
result of the Rescission Agreement, we remain a shell company. Item 1.01 is
incorporated by reference.
Item
9.01
Financial
Statements and
Exhibits.
Exhibit No.
Title
of Document
Location
10.1
Stock
Purchase Agreement and Share Exchange dated August 10, 2006 by and
among
Edulink, Inc., Mega Media Group, Inc. and their respective Shareholders
(Incorporated by reference as Exhibit 10.1 to Form 8-K filed August18,2006
Incorporated
by reference as Exhibit 10.1 to Form 8-K filed August 18,2006
10.2
Mutual
Rescission and Release Agreement dated March 12, 2007
Filed
herewith
2
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.