U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB

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

[X]  ANNUAL  REPORT  UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
     1934

                     For the fiscal year ended May 31, 2002

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


                              DR. OWL ONLINE, INC.
             (Exact name of registrant as specified in its charter)

                        Commission file number:   0-65768


                Texas                                    76-0672297
                -----                                    ----------
      (State or Other Jurisdiction                    (I.R.S. Employer
     of Incorporation or Organization)              Identification  No.)



  777 Post Oak Blvd., Suite 320, Houston, Texas             77056
  ---------------------------------------------             -----
    (Address of Principal Executive Office)               (Zip Code)


                                 (713) 552-9777
                                 --------------
              (Registrant's Telephone Number, Including Area Code)


Securities registered pursuant to Section 12(b) of the Exchange Act: None


Securities registered pursuant to Section 12(g) of the Exchange Act:  Common
                                                                      Stock


Check whether the issuer:  (1) filed all reports required to be filed by Section
13  or  15(d) of the Exchange Act during the past 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 [ ]

Check  if there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-B  is  not  contained  in  this  form,  and  no disclosure will be
contained,  to  the  best  of  registrant's  knowledge,  in  definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or  any  amendment  to  this  Form  10-KSB.  [ ]

Issuer had no revenues for the 12 months ended May 31, 2002.

The  voting  stock  of the registrant is not currently traded on any exchange or
the  OTC  Electronic  Bulletin  Board.  As  of  August  16, 2002, registrant had
22,057,000  shares  of  Common  Stock  outstanding.


<PAGE>
                                     PART I

     This annual report contains forward-looking statements.  These statements
relate to future events or our future financial performance and involve known
and unknown risks, uncertainties and other factors that may cause our or our
industry's actual results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity, performance or
achievements expressed or implied by the forward- looking statements.

     In some cases, you can identify forward-looking statements by terminology
such as "may," "will," "should," "expects," "plans," "anticipates," "believes,"
"estimates," "predicts," "potential," or the negative of these terms or other
comparable terminology.  These statements are only predictions.  Actual events
or results may differ materially.

     Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements.  Moreover, neither we nor any other
person assumes responsibility for the accuracy and completeness of these
forward-looking statements.  We are under no duty to update any of the forward-
looking statements after the date of this report to conform our prior statements
to actual results.

ITEM  1.  DESCRIPTION  OF  BUSINESS

     We are an Internet start-up company that has begun the development and
design of an Internet web site whose objective is to promote early childhood
educational development.  We intend to complete this objective by creating an
advanced interactive learning environment which enables kids, parents, and
children's books authors and publishers to use the Internet to share
information, purchase or sell software or books, participate in interactive
workshops, and achieve readership and publisher exposure.  Our web site is
currently under development and is located at www.DrOwl.com.   Through our web
                                              -------------
site, we intend to develop an Internet community that targets consumers,
publishers, services providers and advertisers of educational-related content,
products, and services.

     We intend to focus initially on the educational software industry.  We
believe the educational software industry is large, growing, relatively
fragmented and extremely competitive.  Though fragmented and highly competitive,
we believe Knowledge Adventures, Inc., The Learning Company, and Disney have
emerged as the industry leaders.

     We believe that characteristics of traditional educational software
industry have created inefficiencies for all participants.  For example,
educational software, such as IBM Crayola's Phonics Games is distributed only
through major retail stores such as CompuUSA, and in limited number of cities.
Web-based distribution of phonics learning workshops through our web site is
advantageous for both the consumer and the educational software maker.  Through
our web site, we intend to allow a consumer to be able to purchase the same
educational software without visiting the store.  Furthermore, we intend our web
site to enable parents and buyers of the software to tryout the software before
purchasing it for immediate download.  In today's competitive market, we believe
major retailers have strict policies regarding returning opened software
packages including children's educational software.  If a consumer purchased
educational software from a retail store and finds the software unfit for use by
their children, they are usually unable to return the product to obtain a
refund.  At our web site, we intend to allow kids to use a variety of
demonstration software titles before making a commitment to buy it online.  In
addition, by doing business only over the Internet we believe we can save money
over physical store-based educational software distributor/retailers which must
make significant investments in inventory, real estate and personnel for each
retail location.

          From March 2000 through January 2001, Mr. Huang operated Dr. Owl
Online as a sole proprietorship.  During that time period, Mr. Huang worked to
develop a business plan, web site, and a beta-copy of an interactive software
book, and attempted to raise investment capital.  While Mr. Huang developed a
preliminary business plan, web site and one interactive software book, he was
not able to raise any capital.  In February 2001, Mr. Huang incorporated Dr. Owl
Online to reorganize his efforts and attempt to raise capital through Dr. Owl
Online.


                                        1
<PAGE>
OUR WEB SITE

     Although we have begun the development and design of our web site, it will
require significant capital to establish a fully operational web site that can
serve and support a large number of visitors daily.  We cannot estimate when the
web site will be fully operational because we do not currently have the working
capital necessary to fund such development.

     Our website is not currently prepared to handle e-commerce and we do not
currently sell any products on our web site.  We estimate that it will cost
approximately $500,000 to complete our web site, including design and
development costs and full time and contract developers and managers.  Those
costs are as follows:

            -    Planning  and  analysis                  $80,000
            -    Design  of  infrastructure               $10,000
            -    Design  of  application  offerings       $50,000
            -    Development  of  applications            $300,000
            -    Server  and  co-location  contracts      $30,000
            -    Full  deployment  of  website            $30,000

     We have provided on our web site a beta-copy of an Internet talking picture
book in several different languages, which visitors to our web site can access.
We believe that these talking picture books will allow new book titles and major
licensable brands to promote interactive reading of books, language learning and
phonics development directly over the Internet.

     We intend to help children's book publishers and writers generate immediate
customer purchases and extend customer reach opportunities. We have not
contacted any book publishers or authors at this time.

OUR BUSINESS STRATEGY

     We anticipate that many traditional shoppers will migrate to electronic
shopping and that the electronic dissemination of content will increase. We
believe that the anticipated migration from traditional shopping to electronic
shopping, and the anticipated increase in the electronic dissemination of
content, will present a business opportunity in the delivery of
educational-related content, products, services and advertising. Our principal
strategy to capitalize on this prospective opportunity is to:

     -    Create an Appealing Web Site Containing Only Educational-Related
          Content, Products, Services and Advertising. We intend to further
          design our web site to appeal to consumers of educational-related
          products and services and to publishers, services providers and
          advertisers of those products and services. We believe this will
          create a scalable business platform from which we believe we can
          generate multiple revenue streams.

     -    Focus Our Marketing Efforts on a Highly Targeted Demographic Group
          with Common Interests and Needs. We intend to market our web site to
          the parents that have children up to age ten. We believe that if we
          are able to successfully market our web site to our targeted
          demographic, we will be able to attract publishers, services providers
          and advertisers to offer products and services on our web site.

     -    Build Strong Brand Recognition. Our strategy is to develop, promote,
          advertise and increase the brand recognition and visibility of our web
          site. We intend to do this through providing high quality products,
          services and content, and through a variety of marketing and
          promotional campaigns, including advertising on other web sites and
          traditional media outlets, conducting an ongoing public relations
          campaign and developing business alliances and partnerships.

     -    Create Appealing Content and Offer Quality Products. We intend to
          offer interactive, exciting, relevant, informative and entertaining
          content. We believe such informative and compelling content will


                                        2
<PAGE>
          attract consumers to our web site helping us to build a strong
          membership and attract advertisers. We also intend to list items for
          sale including children's software, movies, DVDs, books, children's
          clothing, and Internet talking picture books. We do not currently list
          any items for sale.

     -    Maintain Technology Focus and Expertise. We intend to develop, acquire
          and implement technology-driven enhancements to our web site to
          provide a state-of-the-art interactive platform necessary to enhance
          our product and service offering, leverage the unique characteristics
          of electronic content delivery, and make user interfaces as intuitive
          and engaging.

     -    Enhance and Expand Content. To make our web site appealing to parents,
          kids, consumers, publishers, services providers and advertisers, we
          believe we must constantly develop and expand the quality and variety
          of the content on and the products available on our web site. We
          expect to develop additional content with sponsors and media partners
          in order to maintain low development costs while creating high utility
          for users. We currently do not have any sponsors or media partners.

     -    Create Active Membership. Though all Internet users will be able to
          visit our web site, we intend to restrict some features to our
          members. We believe that the development and growth of our membership
          is important. We intend to develop and grow our membership base and
          increase member usage through member promotions, interactive services,
          and community building. We currently have no members.

     -    Develop Sponsor and Advertising Revenues. We believe the development
          of relationships with sponsors and advertisers is critical to our
          success. We intend to develop sponsorship advertising relationships
          with leading brand marketers that go beyond traditional banner
          advertising to support broad marketing objectives, including brand
          promotion, awareness, product introductions, online research and the
          integration of advertising with editorial content. We plan to seek
          sponsorship arrangements, which have longer-term contracts and higher
          dollar values than typical banner advertising arrangements, and are
          independent from page views as the sole measurement basis. However, we
          do intend to seek banner advertising. Finally, we believe our customer
          demographic and anticipated site traffic will create a meaningful
          opportunity for the sale of links to other sites to be featured on our
          web site.

     -    Create a National Infrastructure Through Strong Local Sites. If our
          initial web site is able to generate positive cash flow, we intend to
          create additional local and regional Dr. Owl web sites, each targeted
          at a particular geographical area. We believe the model for our
          initial web site will be easy to duplicate. We believe that our
          proposed network of locally or regionally oriented web sites will
          reach a broader group of advertisers and will take advantage of
          economies of scale much greater than a single web site that is focused
          solely on either a national or local level. Presently, we anticipate
          selecting one city in each state in the United States as an initial
          targeted geographical area for that state.

     -    Attract and Retain Exceptional Employees. We currently have only one
          employee, Anthony Huang, our president and chief executive officer. We
          believe that versatile and experienced employees provide significant
          advantages in the rapidly evolving market in which it will compete. We
          are committed to building a talented employee base and to attracting
          an experienced management team.


REVENUES

     We have not generated any revenues from any sources.  We intend to generate
revenues from various sources including membership fees, sponsorship fees,
banner advertising, non-sponsorship advertising fees, and professional
referrals.

     Sponsor revenues.  Currently, we do not plan on selling the products to be
offered on our web site.  Instead, we will seek to procure a sponsor for each
category of educational-related products, such as children's clothing, books,
software, and other products.  We expect to derive revenues from the sale of
sponsorships to sponsors and merchants who seek a cost-effective means to reach
online consumers of educational-related products and services.  We expect our
sponsorship arrangements to differ from traditional banner advertising in that
they will be designed to achieve broad marketing objectives such as brand
promotion, awareness, product introductions, online research and the integration
of advertising with editorial content.


                                        3
<PAGE>
     We intend to allow sponsors to talk one-on-one with members by using our
message boards, chats, polls and special events, in order to gain insights into
their customers.  In addition, we intend to allow sponsors to be able to develop
editorial and marketing content to support their marketing initiatives.  To the
extent requested, we will assist in the development of this content.  The
sponsor will generally be expected to pay Dr. Owl Online a designated fee for
being selected as a sponsor.  The fees may take the form of fixed fees or a
percentage of sales to Dr. Owl Online users.  To foster the sale of
sponsorships, we intend to aggressively pursue our position as a preeminent
educational Internet brand to the advertising community.

     Banner advertising.  We expect to derive a portion of our revenues from
banner advertisements that will be prominently displayed at the top of pages
throughout our web site.  From each banner advertisement, viewers will be able
to hyperlink directly to the advertiser's own web site, thus providing the
advertiser the opportunity to interact directly with an interested customer.
Charges for this type of advertising are expected to be based on the number of
impressions delivered to users over a specified period of time.

     Non-sponsor link fees.  We expect to derive a portion of our revenues by
providing links on our web site to existing web sites maintained by persons who
are not sponsors and who do not go as far as purchasing banner advertising on
our web site.  We believe that the charges for providing these links would be
fixed fees payable in their entirety in advance for a period of six months to a
year.

     Professional referrals.  We intend to develop a database of
educational-related children's book writers including educational professionals
providing various services in various geographical areas.  These professionals
would include teachers, authors, publishers, contractors, and decorators.  The
database would provide links to any web site maintained by the professionals
included in the database.  We believe that revenues could be generated from this
database either from fees for including the professionals in the database or
from referral fees for customers purchasing services based on the usage of the
database.

MARKETING STRATEGY

     The goal of our marketing strategy is to (i) strengthen the brand
recognition of the Dr. Owl Online, (ii) increase customer traffic to our web
site, (iii) build strong customer loyalty, (iv) maximize repeat visits to our
web site, and (iv) develop incremental revenue opportunities.

     Our strategy is to employ a variety of media, program and product
development, business development and promotional activities to achieve these
goals.  We intend to place advertisements on various web sites through the use
of banner ads that will encourage readers to click through directly to our web
site.  We also intend to enter into co-marketing agreements with other companies
wherein information about Dr. Owl Online will be featured on other companies'
web sites in exchange for placing those companies' information on our web site.
We also intend to engage in a coordinated program of print advertising in
specialized and general circulation newspapers and magazines provided we obtain
sufficient funding or generate sufficient revenues.


                                        4
<PAGE>
COMPETITION

     We believe that the primary competitive factors in creating community on
the Internet are:

          -    functionality                       -    ease-of-use
          -    brand recognition                   -    quality of service
          -    member affinity and loyalty         -    reliability
          -    demographic focus                   -    critical mass
          -    variety of value-added services

We will likely also face competition in the future from developers of web
directories, search engine providers, shareware archives, content sites,
commercial online services, sites maintained by Internet service providers and
other entities that attempt to or establish communities on the Internet by
developing their own or purchasing one of our competitors.  Further, there can
be no assurance that our competitors and potential competitors will not develop
communities that are equal or superior to ours, or that achieve greater market
acceptance than our community.

     We will also compete with traditional forms of media such as newspapers,
magazines, radio and television, for advertisers and advertising revenues.  We
believe that the principal competitive factors in attracting advertisers
include:

          -    the amount of traffic on our web site;
          -    brand recognition;
          -    customer service;
          -    the demographics of our members and visitors;
          -    our ability to offer targeted audiences; and
          -    the overall cost-effectiveness of the advertising medium offered.

     We believe that the number of Internet companies relying on web-based
advertising revenues will increase greatly in the future.  Accordingly, we will
likely face increased competition, resulting in increased pricing pressures on
its advertising rates which could in turn have a material adverse effect on our
business, results of operations and financial condition.

     Many of our initial and potential competitors will have longer operating
histories, significantly greater financial, technical and marketing resources,
greater name recognition and larger existing customer bases than us.  Such
competitors will likely be able to undertake more extensive marketing campaigns
for their brands and services, adopt more aggressive advertising pricing
policies and make more attractive offers to potential employees, distribution
partners, commerce companies, advertisers and third-party content providers.  We
can provide no assurance that such competitors' sites that offer educational
content will not be perceived by advertisers as having more desirable web sites
for placement of advertisements.  Accordingly, we can provide no assurance that:

          -    we will be able to grow our membership, traffic levels and
               advertiser customer-base to levels required for profitability; or
          -    competitors will not experience greater growth in traffic than us
               as a result of such relationships which could have the effect of
               making their web sites more attractive to advertisers; or
          -    we will procure strategic partners or that (once procured) such
               strategic partners will not sever or will elect not to renew
               their agreements with us.

     We can provide no assurance that we will be able to compete successfully in
our industry.


                                        5
<PAGE>
GOVERNMENT REGULATION

     We are not currently subject to direct regulation by any governmental
agency, other than regulations applicable to businesses generally, and laws or
regulations directly applicable to online commerce. However, due to the
increasing popularity and use of the Internet and other online services, it is
possible that a number of laws and regulations may be adopted with respect to
the Internet or other online services covering issues such as user privacy,
pricing, content, copyrights, distribution, and characteristics and quality of
products and services. Furthermore, the growth and development of the market for
online commerce may prompt calls for more stringent consumer protection laws
that may impose additional burdens on those companies conducting business
online.

User Privacy Issues.  Internet user privacy has become an issue both in the
United States and abroad. Some commentators, privacy advocates and government
bodies have recommended or taken actions to limit the use of personal profiles
or other personal information by those collecting such information, particularly
as it relates to children. For example, the Children's Online Privacy Protection
Act of 1998 requires, among other things, that online operators obtain
verifiable parental consent for the collection, use, or disclosure of personal
information from children.

Internet Taxation.  The tax treatment of activities on or relating to the
Internet is currently unsettled. A number of proposals have been made at the
federal, state and local levels and by foreign governments that could impose
taxes on the online sale of goods and services and other Internet activities.
The Internet Tax Freedom Act was signed into law in 1998, placing a three-year
moratorium on new state and local taxes on Internet commerce. There is no
assurance that this moratorium will be extended, nor can there be any assurance
that future laws imposing taxes or other regulations on commerce over the
Internet would not substantially impair the growth of Internet commerce and as a
result could make it cost-prohibitive to operate its business.

Employees

     At August 16, 2002, we employed one part-time employee, Anthony Huang.
However, at the present time Mr. Huang does not receive any compensation, and
will not receive any compensation for his services until we begin operations.
Mr. Huang received 20,000,000 shares of common stock for developing a business
plan and for services rendered. Mr. Huang dedicates approximately ten percent
(10%) of his working time to Dr. Owl Online. We do not have the necessary
working capital to hire additional employees.


ITEM 2.   DESCRIPTION OF PROPERTY

     Our headquarters are located in Houston, Texas at a leased facility that is
approximately 2950 square feet.  We do not directly lease this facility, but
rather it is leased through an affiliated party.  We do not pay rent.  At the
present time, we consider this space to be adequate to meet our needs.

ITEM  3.  LEGAL  PROCEEDINGS

          None.

ITEM  4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

          None.


                                        6
<PAGE>
                                    PART II

ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

     Our common stock is not currently traded on an exchange or the OTC
Electronic Bulletin Board.  In the event our common stock becomes listed on an
exchange or the OTC Electronic Bulletin Board, we believe the market for our
common stock will be limited, sporadic, and highly volatile.

     We believe that as of August 16, 2002, there were approximately 42 record
owners of our common stock.  It is our present policy not to pay cash dividends
and to retain future earnings to support our growth.  Any payment of cash
dividends in the future will be dependent upon the amount of funds legally
available, our earnings, financial condition, capital requirements and other
factors that we may deem relevant.  We have not paid any dividends during the
last two fiscal years and we do not anticipate paying any cash dividends in the
foreseeable future.

     RECENT SALES OF UNREGISTERED SECURITIES

     Between April 2001 and June 2001, we sold 57,000 shares of our common stock
at an aggregate purchase price of $28,500 to 37 accredited investors.  We
believe that these transactions were exempt from registration under Rule 506 of
Regulation D of the Securities Act.

     In March 2001, we sold 2,000,000 shares of our common stock at an aggregate
purchase price of $10,000 to 5 accredited investors.  We believe that these
transactions were exempt from registration under Rule 506 of Regulation D of the
Securities Act.

     In February 2001, we issued Anthony Huang 20,000,000 shares of common stock
for services rendered and nominal assets, which were valued at $20,000.  We
believe the transaction was exempt from registration under Section 4(2) of the
Securities Act, as Mr. Huang is our sole officer and director and an accredited
investor, and since the transaction was non-recurring and privately negotiated.


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS

     For  a complete understanding , this "Management's Discussion and Analysis"
should  be read in conjunction with "Item 1.  Description of Business" and "Item
7.  Financial  Statements"  of  this  Form  10-KSB.

GENERAL

     We are a development stage company with a limited operating history.
Anthony Huang, our founder and chief executive officer began operations as a
sole proprietorship in March 2000. In February 2001, Dr. Owl Online was
incorporated in Texas, and Mr. Huang contributed a web site to the company. To
date, we have concentrated on raising the necessary capital in order to develop
our web site. As of August 16, 2002, we had not generated any revenues and we
have not raised any capital since our April 2001 offering. Our fiscal year is
May 31.

     We have a limited operating history on which to base an evaluation of our
business and prospects. Our prospects must be considered in light of the risks,
expenses and difficulties frequently encountered by companies in their early
stages of development, particularly companies in new and rapidly evolving
markets such as online commerce. We will encounter various risks in implementing
and executing our business strategy. We can provide no assurance that we will be
successful in addressing such risks, and the failure to do so could have a
material adverse effect on our business.

     From inception through May 31, 2002, we have utilized funds raised in a
private placement offering conducted by our sole officer and director. We have
not recorded any revenues and have incurred net losses from operations totaling
approximately ($67,669) from inception through May 31, 2002.


                                        7
<PAGE>
     Our current cash forecast indicates that there will be negative cash flow
from operations for the foreseeable future.  We are currently seeking short-term
and long-term debt or equity financing sufficient to fund working capital, web
site development and marketing needs.  However, we can provide no assurance that
we will be successful in raising funds, that the amount and terms of any
financing will be acceptable.

PLAN OF OPERATION

     Our initial administrative expenses were approximately $66,957 from
inception through May 31, 2002, which was paid in cash and stock. These initial
expenditures were funded by a loan from Mr. Huang of $15,000 and from proceeds
of our March 2001 and April 2001 offerings, in which we raised $10,000 and
$28,500, respectively.

     We do not currently generate any revenues and we can provide no assurance
that we will be able to generate revenues in the future.

     We believe we will need a minimum of approximately $1,000,000 to develop
our web site, fund sales and marketing expenses, and fund general working
capital expenses. Of that $1,000,000, we believe that $500,000 would be required
to develop our web site and produce several Internet talking picture books. We
have not made any recent developments to our website and do not currently have
any talking picture books in development. We do not intend to begin additional
development until we are able to raise additional capital.

     We had cash reserves of approximately $8,500 as of August 16, 2002. We will
require significant working capital in order to develop our business plan as
intended. In July 2001, we reduced our operations and continue to work on a
limited budget. We have limited our current operations to limited web site
maintenance and raising additional capital.

     Our current monthly working capital expenditures are approximately $750. We
plan to continue such limited operations for the next twelve months unless we
are able to raise additional capital earlier. We are able to work on a limited
budget because we have only one employee and we have minimal overhead expenses.
We believe our current cash reserves will provide sufficient working capital to
maintain current operations through June 2003.

     We are currently seeking additional capital so we may increase our
operations and execute our business plan as intended. The foregoing are merely
estimates, and we can provide no assurance that unexpected expenses will not
shorten the period of time within which our funds may be utilized. If we are
unable to raise additional funds before May 2003, we may have to sell assets or
cease operations. Although we have no current commitments for capital, we may
raise additional funds through:

          -    public offerings of equity, securities convertible into equity or
               debt,
          -    private  offerings  of  securities  or  debt,  or
          -    other  sources.

     Our investors should assume that any additional funding will cause
substantial dilution to current stockholders. In addition, we may not be able to
raise additional funds on favorable terms, if at all.


ITEM 7.  CONSOLIDATED FINANCIAL STATEMENTS

     Our financial statements, commencing on page F-1, have been audited by
Malone & Bailey, PLLC, independent certified public accountants, to the extent
and for the periods set forth in their reports appearing elsewhere herein and
are included in reliance upon such reports given upon the authority of said firm
as experts in auditing and accounting.


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<PAGE>
ITEM  8.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING AND
FINANCIAL  DISCLOSURE

     None.


                                    PART III

ITEM  9.  DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS

     Our sole director and executive officer is:

NAME                   AGE                          POSITION
----                   ---                          --------
                                   Director, president, chief executive officer,
Anthony R. Huang        33             chief financial officer and secretary

     Anthony Huang has served as our sole director and as our president, chief
executive officer, treasurer and secretary since inception. Since 1994, he has
served as the chairman, president and chief executive officer of Rexton
InterActive, a Houston based eSolutions company focused on delivering custom
application and database consulting services in the area of MS Exchange, Lotus
Domino, and Strategic web Application Solutions. Prior to working at Rexton
Interactive, Mr. Huang worked for Ernst & Young as a Management Consultant, BSG
Consulting as an Application Team Leader, and Apple Computers as a Data Modeler.
Mr. Huang received his B.B.A. in management information systems from the
University of Texas at Austin.

     As provided in our by-laws, our director is elected annually by our
stockholders at our annual meeting. Our sole officer serves at the discretion of
the board of directors.


ITEM  10.  EXECUTIVE  COMPENSATION

     The following table contains compensation data for our named executive
officer.  There are no other officers or employees that received a salary and
bonus during the fiscal year ended May 31, 2002 that met or exceeded $100,000.

                           SUMMARY COMPENSATION TABLE

NAME AND
PRINCIPAL POSITIONS  YEAR       ANNUAL COMPENSATION       LONG TERM COMPENSATION
                                                                  AWARDS

                              Salary ($)     Bonus ($)    Restricted Stock Award
                              ----------     ---------    ----------------------
Anthony Huang,
President and CEO    2002         --             --                 --
                     2001         --             --              $20,000


                                        9
<PAGE>
Compensation of Directors

     Our director receives no standard compensation for his services as a
director.

Employment Contracts

     We do not have an employment agreement with Mr. Huang and he may resign at
any time.


ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

     As of August 16, 2002, 22,057,000 shares of our common stock were
outstanding.  The following table sets forth, as of August 16, 2002, certain
information with respect to shares beneficially owned by: (a) each person who is
known by us to be the beneficial owner of more than 5% of our outstanding shares
of common stock, (b) each director or nominee for director, (c) each of the
named executive officers, and (d) all current directors and executive officers
as a group.

                             NUMBER OF SHARES OF
NAME AND ADDRESS                COMMON STOCK
OF BENEFICIAL OWNERS         BENEFICIALLY OWNED   PERCENTAGE OF OWNERSHIP
---------------------------  -------------------  ------------------------

Anthony R. Huang                 20,000,000                90.7%

All officers and directors
  as a group (1 person)          20,000,000                90.7%


     Beneficial ownership has been determined in accordance with Rule 13d-3
under the Exchange Act.  Under this rule, certain shares may be deemed to be
beneficially owned by more than one person (if, for example, persons share the
power to vote or the power to dispose of the shares).  In addition, shares are
deemed to be beneficially owned by a person if the person has the right to
acquire shares (for example, upon exercise of an option) within sixty days of
the date as of which the information is provided.  In computing the percentage
ownership of any person, the amount of shares is deemed to include the amount of
shares beneficially owned by such person by reason of such acquisition rights.


ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  PARTY  TRANSACTIONS

     Our office is located in space subleased by Mr. Huang.  We currently do not
pay rent and we have not entered into a lease agreement.  In February 2001, we
issued Mr. Huang, 20,000,000 shares of our common stock for services rendered
and nominal assets valued at $20,000.

     In fiscal 2000, Mr. Huang loaned Dr. Owl Online $15,000 to pay for up-front
legal, accounting, and other overhead costs.  We issued Mr. Huang a promissory
note which accrued interest at a rate of eight percent (8%) per annum, which
$8,516 was repaid and the balance was contributed to paid in capital during
2001.


                                       10
<PAGE>
ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)  The following exhibits are to be filed as part of the annual report:

              EXHIBIT NO.           IDENTIFICATION OF EXHIBIT

              Exhibit 3.1(1)   Articles of Incorporation of Dr. Owl Online, Inc.
              Exhibit 3.2(1)   Bylaws of Dr. Owl Online, Inc.
              Exhibit 4.1(1)   Common Stock Certificate
              Exhibit 23.1     Consent of Malone & Bailey, PLLC
              Exhibit 99.1     Certification of Financial Statements

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

  (1)  Filed previously on registration statement Form SB-2, File No. 333-65768.


     (b)  There were no reports filed on Form 8-K during the last quarter of the
          fiscal year ended May 31, 2002.


                                       11
<PAGE>
                                   SIGNATURES
                                   ----------


     In accordance with the Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                              Dr. Owl Online, Inc.



                              By:  /s/  ANTHONY HUANG
                                  -------------------------------------
                                  Anthony Huang, President

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

     In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.



Signature                         Title                          Date
---------                         -----                          ----

By: /s/ ANTHONY HUANG    Director, president, chief              August 20, 2002
   ------------------    executive officer, chief accounting
     ANTHONY R. HUANG    officer, and  secretary


                                       12
<PAGE>
                           INDEPENDENT AUDITORS REPORT


To  the Board of Directors
    Dr. Owl Online, Inc.
    (A  Development Stage Company)
    Houston, Texas

We  have  audited  the accompanying balance sheet of Dr. Owl Online, Inc., as of
May  31,  2002  and the related statements of expenses, stockholders equity, and
cash  flows  for  the two years ended May 31, 2002 and 2001, and the period from
March  1, 2000 (Inception) through May 31, 2002.  These financial statements are
the responsibility of Dr. Owl's management.  Our responsibility is to express an
opinion  on  these  financial  statements  based  on  our  audit.

We  conducted our audit in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform  the  audit  to  obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audits  provide  a
reasonable  basis  for  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all material respects, the financial position of Dr. Owl Online, Inc., as of May
31,  2002,  and the results of its operations and its cash flows for the periods
described  in  conformity  with  accounting principles generally accepted in the
United  States  of  America.


MALONE & BAILEY, PLLC
Houston, Texas
www.malone-bailey.com

July 3, 2002


<PAGE>
<TABLE>
<CAPTION>
                     DR. OWL ONLINE, INC.
                (A Development Stage Company)
                       BALANCE SHEET
                     As of May 31, 2002


     ASSETS
<S>                                               <C>
Cash                                              $  9,877
                                                  =========


     LIABILITIES

Accounts payable                                  $ 11,346

     STOCKHOLDERS' DEFICIT

Preferred stock, $.001 par, 20,000,000 shares
  authorized, none outstanding
Common stock, $.0001 par, 100,000,000 shares
  authorized, 22,057,000 shares issued
  and outstanding                                    2,206
Additional paid in capital                          63,994
Deficit accumulated during the development stage   (67,669
                                                  ---------
    Total Stockholders' Deficit                    ( 1,469)
                                                  ---------
      TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT   $  9,877
                                                  =========
</TABLE>


                See accompanying summary of accounting policies
                       and notes to financial statements.


                                      F-1
<PAGE>
<TABLE>
<CAPTION>
                              DR. OWL ONLINE, INC.
                          (A Development Stage Company)
                             STATEMENTS OF EXPENSES
                  For the years ended May 31, 2002 and 2001 and
                    the Period from March 1, 2000 (Inception)
                              Through May 31, 2002


                                                      Inception  Through
                                                 2002         2001        2002
                                             ------------  -----------  ---------
<S>                                          <C>           <C>          <C>
Administrative expenses
  - paid in cash                             $    39,562   $    7,395   $ 46,957
  - paid in stock                                              20,000     20,000
Interest income                                               (   352)   (   504)
Interest expense                                                  916      1,216
                                             ------------  -----------
Net loss                                     $   (39,562)  $  (27,959)  $(67,669)
                                             ============  ===========  =========

Basic and diluted net loss per common share  $     (0.00)  $    (0.00)
Weighted average common shares outstanding    22,056,042    7,084,708
</TABLE>


                See accompanying summary of accounting policies
                       and notes to financial statements.


                                      F-2
<PAGE>
<TABLE>
<CAPTION>
                              DR. OWL ONLINE, INC.
                          (A Development Stage Company)
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                  For the Period from March 1, 2000 (Inception)
                              Through May 31, 2002


                                                                   Deficit
                                                                 Accumulated
                                                    Additional     During
                               Common        Stock    Paid in    Development
                               Shares          $      Capital       Stage       Totals
                            -------------  ---------  --------  -------------  ---------
<S>                         <C>            <C>        <C>       <C>            <C>
Sole proprietorship
  in the first year
Net loss                                                        $    (   148)  $(   148)
                            -------------  ---------  --------  -------------  ---------
Balances, May 31, 2000                                               (   148)   (   148)

Shares issued
- to the founder in
  February 2001 as
  compensation for website
  development services
  during 2000 and 2001
  at $.001 per share          20,000,000   $  2,000   $ 18,000                   20,000
- for cash in March 2001
  at $.005 per share           2,000,000        200      9,800                   10,000
- for cash in April and
  May 2001 at $.50 per
  share                           19,500          2      9,748                    9,750
Cancellation of note
  payable to founder
  and accrued interest
  in May 2001                                            7,700                    7,700
Net loss                                                             (27,959)   (27,959)
                            -------------  ---------  --------  -------------  ---------

Balances, May 31, 2001        22,019,500      2,202     45,248       (28,107)    19,343

Shares issued
- for cash in June 2001
  at $.50 per share               37,500          4      8,746                   18,750
Net loss                                                             (39,562)   (39,562)
                            -------------  ---------  --------  -------------  ---------
Balances, May 31, 2002        22,057,000   $  2,206   $ 63,994  $    (67,669)  $( 1,469)
                            =============  =========  ========  =============  =========
</TABLE>


                See accompanying summary of accounting policies
                       and notes to financial statements.


                                      F-3
<PAGE>
<TABLE>
<CAPTION>
                              DR. OWL ONLINE, INC.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
                  For the years ended May 31, 2002 and 2001 and
                    the Period from March 1, 2000 (Inception)
                              Through May 31, 2002


                                                Inception  Through
                                             2002       2001       2002
                                           ---------  ---------  ---------
<S>                                        <C>        <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net deficit accumulated during the
  development stage                        $(39,562)  $(27,959)  $(67,669)
Adjustments to reconcile net loss
  to cash used by operating activities:
  Stock issued for services                             20,000     20,000
Changes in:
  Accounts payable                           11,346                11,346
  Accrued interest                                         916      1,216
                                           ---------  ---------  ---------
NET CASH USED BY OPERATING ACTIVITIES       (28,216)   ( 7,043)   (35,107)
                                           ---------  ---------  ---------
CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from note payable to founder                            15,000
  Payments on note payable to founder                  ( 8,516)   ( 8,516)
  Sale of stock                              18,750     19,750     38,500
                                           ---------  ---------  ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES    18,750     11,234     44,984
                                           ---------  ---------  ---------

NET INCREASE (DECREASE) IN CASH             ( 9,466)     4,191      9,877
  Cash balance, beginning                    19,343     15,152
                                           ---------  ---------  ---------
  Cash balance, ending                     $  9,877   $ 19,343   $  9,877
                                           =========  =========  =========
Non Cash Activities:
  Cancellation of note
  payable to founder
  and accrued interest                                $  7,700
</TABLE>


                See accompanying summary of accounting policies
                       and notes to financial statements.


                                      F-4
<PAGE>
                              DR. OWL ONLINE, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS


NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

Nature  of Business.  Dr. Owl Online, Inc. ("Dr. Owl") was incorporated in Texas
in February 2001, to develop and design an Internet web site that promotes early
childhood  educational  development.

Cash  and  Cash  Equivalents.  For purposes of the statements of cash flows, Dr.
Owl  considers all highly liquid investments purchased with an original maturity
of  three  months  or  less  to  be  cash  equivalents.

Use of Estimates.  In preparing financial statements, management makes estimates
and  assumptions  that  affect the reported amounts of assets and liabilities in
the  balance  sheet  and  revenue  and expenses in the income statement.  Actual
results  could  differ  from  those  estimates.

Revenue recognition. Dr. Owl has no policy because it has no revenues.

Income  taxes.  Dr.  Owl recognizes deferred tax assets and liabilities based on
differences  between  the  financial  reporting  and  tax  bases  of  assets and
liabilities  using  the  enacted  tax  rates and laws that are expected to be in
effect  when  the  differences are expected to be recovered.  Dr. Owl provides a
valuation  allowance  for  deferred  tax  assets  for which it does not consider
realization  of  such  assets  to  be  more  likely  than  not.

Stock  options  and  warrants.  Dr.  Owl accounts for stock options and warrants
issued  to  employees  under the intrinsic value method.  Under this method, Dr.
Owl  recognizes  no  compensation  expense for stock options or warrants granted
when  the  number of underlying shares is known and exercise price of the option
or warrant is greater than or equal to the fair market value of the stock on the
date  of  grant.

Recently issued accounting pronouncements.  Dr. Owl does not expect the adoption
of recently issued accounting pronouncements to have a significant impact on Dr.
Owl  results  of  operations,  financial  position  or  cash  flow.


NOTE  2  -  NOTE  PAYABLE  TO  FOUNDER

To  pay up-front legal, accounting and other overhead operating costs, Dr. Owl's
founder  loaned  Dr.  Owl $15,000 in March 2000.  The note is payable on demand,
with  no  interest.  Interest at 8% APR is imputed and added to paid in capital.
$8,516  was  repaid and the balance, including accrued interest, was contributed
to  paid  in  capital  on  May  31,  2001.


NOTE  3  -  COMMON  STOCK  ISSUED  FOR  SERVICES

Dr.  Owl's  founder  developed  a website and operated as a sole proprietor from
March  1,  2000  (inception)  through  December  31, 2000.  In February 2001, at
Corporate  inception,  Dr. Owl's founder contributed the website in exchange for
20,000,000  shares  of Company stock valued at $.001 per share, or $20,000.  The
$20,000  website  valuation is an estimate of the cost if the website were built
by  an  outside  contractor.


NOTE  4  -  COMMON  STOCK  ISSUED  FOR  CASH

In  March  2001,  Dr.  Owl  sold  2,000,000  shares  of  common stock to several
individuals  at $.005 per share for total proceeds of $10,000.  In April and May
of  2001,  Dr.  Owl  sold  19,500 shares at $.50 per share for total proceeds of
$9,750.


                                      F-5
<PAGE>
In  June 2001, Dr. Owl sold 37,500 shares of common stock to several individuals
at  $.50  per  share  for  total  proceeds  of  $18,750.


NOTE  5  -  INCOME  TAXES

               Deferred  tax  assets           $  16,200
               Less:  valuation  allowance       (16,200)
                                               ----------
               Net  deferred  taxes            $       0
                                               ==========

Dr.  Owl  has  net operating losses of $7,959 and $39,562 as of May 31, 2001 and
2002 respectively which each can be carried forward 20 years.


NOTE  6  -  STOCK  OPTIONS  AND  WARRANTS

In  March 2001, the board of directors approved the 2001 Incentive Stock Options
Plan.  As  provided  in the plan, options to purchase 3,000,000 shares of common
stock  may  be granted to employees, officers, directors, and consultants of Dr.
Owl.  Options  granted  under  the plan generally expire five to ten years after
the  date  of  grant.  Currently,  no  options  have  been  issued.


NOTE  7  -  COMMITMENTS  AND  CONTINGENCIES

There were no commitments or contingencies for the period from inception through
May  31,  2002.  Additionally,  there  was  no  rent  expense  for  the  periods
presented.


                                      F-6
<PAGE>