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

                                     FORM 10-QSB

                       QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                         OF THE SECURITIES EXCHANGE ACT OF 1934
                   FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2001

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

                          Commission File Number: 0-26101

                                 2U ONLINE.COM, INC.
                (Exact name of registrant as specified in its charter)

                        DELAWARE                        52-2132622
             (State or other jurisdiction of         (I.R.S. Employer
              incorporation or organization)        Identification No.)


                  1288 Alberni Street, Suite 806
                Vancouver, British Columbia, Canada              V6E 4N5
        (Address of registrant's principal executive offices)   (Zip Code)

                                    604.664.0484
                (Registrant's Telephone Number, Including Area Code)


APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practical date.  As of September 30, 2001,
there were 31,597,500 shares of the issuer's $.0001 par value common stock
issued and outstanding.

ITEM 1.  Financial Statements


                                   2U ONLINE.COM, INC.
                              (A Development Stage Company)

                        INTERM CONSOLIDATED FINANCIAL STATEMENTS
                                   September 30, 2001
                                      (Unaudited)


                                  INDEX TO FINANCIALS

CONSOLIDATED BALANCE SHEETS............................................... F-2

INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS............................. F-3

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS............................. F-4

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS........................ F-5


<PAGE>F-2

                                   2U ONLINE.COM, INC.
                             (A Development Stage Company)

                              CONSOLIDATED BALANCE SHEETS

<table>
<caption>

                                                    <c>                <c>
                                                       September 30,      December 31,
                                                           2001               2000
                                                       (Unaudited)

                           ASSETS
CURRENT ASSETS

    Cash                                             $          -        $      9,121
    Taxes recoverable                                         774                 741
    Due from related parties                                2,000               2,000
    Current portion of service contracts (Note 4)         109,084             208,248
                                                       ----------          ----------
                                                          111,858             220,110
                                                       ----------          ----------
INVESTMENT IN ASDAR GROUP (Note 3)                      1,067,923           1,744,868
SERVICE CONTRACTS (Note 4)                                138,835             195,858
FURNITURE AND EQUIPMENT, net of depreciation               22,307              25,125
WEBSITE DEVELOPMENT COSTS                                 126,876             126,876
OTHER INTANGIBLE ASSETS                                    35,189              35,189
                                                       ----------          ----------
                                                     $  1,502,988        $  2,348,026
                                                       ==========          ==========

            LIABILITIES AND STOCKHOLDERS' EQUITY



CURRENT LIABILITIES
     Bank overdraft                                  $        775       $           -
     Accounts payable and accrued liabilities             119,474             103,812
     Loans payable                                              -              30,000
     Due to related parties (Note 6)                      184,955              14,616
                                                       ----------          ----------
                                                          305,204             148,428
CONTINGENCIES (Note 1)                                 ----------          ----------

STOCKHOLDERS' EQUITY
        Common stock, $.0001 par value,
        100,000,000 shares authorized                       3,160               3,160
          2001 - 31,597,500, 2000 -
          31,597,500 issued and outstanding
        Additional paid-in capital                      7,979,513           7,979,513
        Deficit accumulated during the
          development stage                            (6,784,889)         (5,783,075)
                                                       ----------          ----------
                                                        1,197,784           2,199,598
                                                       ----------          ----------
                                                     $  1,502,988       $   2,348,026
                                                       ==========          ==========

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

</table>

<PAGE>F-3

                                   2U ONLINE.COM, INC.
                             (A Development Stage Company)

                     INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
                                     (Unaudited)
<table>
<caption>

                                              <c>           <c>                <c>          <c>            <c>

                                                                                                                September
                                                    Three Months ended              Nine Months ended            13, 1993
                                                       September 30,                  September 30,            (Inception)
                                                                                                               to September
                                                      2001      2000               2001           2000           30, 2001
REVENUES
Processing Fees                                $       -    $     36,739       $       -      $  153,330     $      98,425
Sale of Oil & Gas Interest                             -               -               -               -            47,501
Interest Income                                       55               -           1,277               -             2,919
                                                  ------        --------          ------        --------         ---------
                                                      55          36,739           1,277         153,330           148,845
                                                  ------        --------          ------        --------         ---------

GENERAL AND ADMINISTRATIVE EXPENSES
Depreciation                                       2,004           1,785           6,012           5,410            18,686
Consulting fees                                   16,558          19,708          47,151          81,685           757,825
Investor relations                                37,187          52,062         111,562         174,832           299,686
Management fees                                    6,000          13,735          18,000          40,972           292,654
Office and general                                15,205          11,162          54,205          83,291           265,105
Professional fees                                 21,753           9,952          43,491          85,938           245,909
Stock based compensation                               -               -               -               -           253,669
Travel and accommodation                             376           9,246          11,280          35,721           143,243
Website Development Costs                              -               -           1,243               -           220,049
Wages and benefits                                 3,981          13,735          33,202          40,972           104,862
Write-down of URL's                                    -               -               -               -         1,624,004
Write-down of technology license                       -               -               -               -         2,055,938
Write-off of other assets                              -               -               -               -           145,186
                                              ----------      ----------      ----------      ----------        ----------
                                                 102,093         131,385         326,146         548,821         6,426,816
                                              ----------      ----------      ----------      ----------        ----------
LOSS BEFORE THE FOLLOWING                       (102,038)        (94,646)       (324,869)       (395,491)       (6,277,971)
EQUITY LOSS FROM AFFILIATED COMPANY             (462,075)              -        (676,945)              -          (767,077)
MINORITY INTEREST IN LOSS                              -           5,025               -          22,713           479,978
                                              ----------      ----------      ----------      ----------        ----------
NET LOSS FOR THE PERIOD                    $    (564,113)    $   (89,621)   $ (1,001,814)    $  (372,778)    $  (6,565,070)
                                              ==========      ==========      ==========      ==========        ==========
BASIC NET LOSS PER SHARE                          (0.018)    $    (0.003)   $     (0.032)    $    (0.012)
                                              ==========      ==========      ==========      ==========        ==========
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING                                   31,597,500      30,393,011      31,597,500      30,393,011
                                              ==========      ==========      ==========      ==========        ==========

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

</table>

<PAGE>F-4

                                   2U ONLINE.COM, INC.
                             (A Development Stage Company)

                     INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
                                       (Unaudited)
<table>
<caption>

                                                             <c>               <c>             <c>
                                                                                                    September 13,
                                                                     Nine Months ended             1993 (Inception)
                                                                       September 30,               to September 30,
                                                                  2001               2000                2001
CASH FLOWS FROM OPERATING ACTIVITIES
        Net loss for the period                           $   (1,001,814)     $    (372,778)    $       (6,565,070)
        Adjustments to reconcile net loss to net cash
         from operating activities:
        - depreciation                                             6,012              5,410                 18,686
        - consulting fees paid for with common shares             44,625                  -                565,117
        - management fees paid for with common shares                  -                  -                224,000
        - investors relations fees paid for with common shares   111,562            138,732                247,914
        - stock-based compensation                                     -                  -                253,669
        - non-cash component of URL write-down                         -                  -              1,179,004
        - write-down of technology license                             -                  -              2,055,938
        - equity loss from investment in Asdar Group            (676,945)                 -               (767,077)
        - minority interest in loss for the period                     -            (22,713)              (479,978)
                                                                --------           --------              ---------
                                                                (162,670)          (251,349)            (1,733,643)
        - net changes in working capital items                    15,629            117,424                192,033
                                                                --------           --------              ---------

CASH USED IN OPERATING ACTIVITIES                               (147,041)          (133,925)            (1,541,610)
                                                                --------           --------              ---------
CASH FLOWS FROM INVESTING ACTIVITIES
    Deposit                                                            -                  -                (75,000)
    Technology license                                                 -                  -               (135,938)
    Acquisition of furniture and equipment                        (3,194)            (9,301)               (44,277)
    Website development costs                                          -           (188,182)              (126,876)
    Other intangible assets                                            -                  -                 (5,189)
    Cash acquired in acquisition of Cardstakes.com, Inc.               -                  -                210,000
                                                                --------           --------              ---------
CASH FLOWS USED IN INVESTING ACTIVITIES                           (3,194)          (197,843)              (174,086)
                                                                --------           --------              ---------
CASH FLOWS FROM FINANCING ACTIVITIES
   Bank overdraft                                                    775                  -                    775
   Disposition of furniture and equipment                              -             11,582                 11,582
   Advances  from related party                                  140,339                  -                113,339
   Net proceeds on sale of common stock                                -            282,500              1,590,000
                                                                --------           --------              ---------
CASH FLOWS FROM FINANCING ACTIVITIES                             141,114            294,082              1,715,696
                                                                --------           --------              ---------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                  (9,121)           (37,326)                     -

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                     9,121             65,735                      -
                                                                --------           --------              ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD                   $           -      $      28,409         $            -
                                                                ========           ========              =========

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

</table>

<PAGE>F-5

                                   2U ONLINE.COM, INC.
                             (A Development Stage Company)

                  NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

                                   SEPTEMBER 30, 2001
                                      (Unaudited)


NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION

The Company was incorporated on September 13, 1993 in the State of Delaware as
Power Direct, Inc.  On January 31, 2000 the Company changed its name to 2U
Online.com, Inc to reflect management's decision to shift the Company's focus
from oil and gas exploration and development to internet-based business
development.

The consolidated financial statements have been prepared on the basis of a
going concern which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business.  The Company and
its subsidiaries are in the development stage, have not generated any
significant revenues or completed development of any commercially acceptable
products or services to date and further significant losses are expected to be
incurred in developing its business.  Accordingly these factors raise
substantial doubt as to the ability of the Company to continue as a going
concern.  The recoverability of the carrying value of assets and ability of
the Company to continue as a going concern is dependent on raising additional
capital and ultimately on generating future profitable operations.

Unaudited Interim Financial Statements

The accompanying unaudited interim financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB of Regulation S-B. They
do not include all information and footnotes required by generally accepted
accounting principles for complete financial statements. However, except as
disclosed herein, there has been no material change in the information
disclosed in the notes to the financial statements for the year ended December
31, 2000 included in the Company's Annual Report on Form 10-KSB filed with the
Securities and Exchange Commission. The interim unaudited financial statements
should be read in conjunction with those financial statements included in the
Form 10-KSB. In the opinion of Management, all adjustments considered
necessary for a fair presentation, consisting solely of normal recurring
adjustments, have been made. Operating results for the nine months ended
September 30, 2001 are not necessarily indicative of the results that may be
expected for the year ending December 31, 2001.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The financial statements include the accounts of the Company and its
subsidiaries, a 59% interest in Cardstakes.com (incorporated on February 19,
1999), a 100% interest in PD Oil & Gas, Inc., and a 100% interest in
Cardstakes.com Enterprises Ltd.

Use of Estimates and Assumptions

Preparation of the Company's financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all liquid investments, with an original maturity of
three months or less when purchased, to be cash equivalents.

Website Development Costs

The Company accounts for website development costs in accordance with EITF
00-02 whereby preliminary website development costs are expensed as incurred.
Upon achieving technical viability and adequate financial resources to
complete development, the company capitalizes all direct costs relating to the
website development. Ongoing costs for maintenance and enhancement are
expensed as incurred. Capitalized costs will be amortized on a straight-line
basis over five years commencing upon substantial completion and
commercialization of the website.

Intangible Assets

Intangible assets consist of license fees and acquisition costs of Universal
Resource Locators ("URL's").  The Company reviews the carrying amount of
intangible assets for impairment whenever events or changes in circumstances
indicate that the carrying amount may not be recoverable.  The determination
of any impairment would include a comparison of estimated future operating
cash flows anticipated to be generated during the remaining life with the net
carrying value of the asset.

Furniture and Equipment

Furniture and equipment is carried at acquisition cost less accumulated
depreciation on a 30% declining balance basis.

Fair Value of Financial Instruments

The following disclosure of the estimated fair value of financial instruments
is made in accordance with the requirements of SFAS No. 107. Disclosures about
Fair Value of Financial Instruments. The estimated fair value amounts have
been determined by the Company, using available market information and
appropriate valuation methodologies.  The fair value of financial instruments
classified as current assets or liabilities including cash and cash
equivalents and notes and accounts payable approximate carrying value due to
the short-term maturity of the instruments.

Revenue Recognition

Fees generated from processing credit card transactions are recorded as
earned, net of holdback amounts held in reserve.  Chargebacks are charged to
the holdback account and any excess is charged against revenue.  In accordance
with SAB 101 the Company records only the net revenues generated from credit
card processing.

Foreign Currency Translation

The financial statements are presented in United States dollars.  In
accordance with Statement of Financial Accounting Standards No. 52, "Foreign
Currency Translation", foreign denominated monetary assets and liabilities are
translated to their United States dollar equivalents using foreign exchange
rates which prevailed at the balance sheet date.  Revenue and expenses are
translated at average rates of exchange during the year.  Related translation
adjustments are reported as a separate component of stockholders' equity,
whereas gains or losses resulting from foreign currency transactions are
included in results of operations.

Income taxes

The Company follows the liability method of accounting for income taxes.
Under this method, future tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax balances.  Future tax assets and liabilities are measured using
enacted or substantially enacted tax rates expected to apply to the taxable
income in the years in which those differences are expected to be recovered or
settled.  The effect on future tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the date of
enactment or substantive enactment.  As at September 30, 2001 the Company had
net operating loss carryforwards; however, due to the uncertainty of
realization the Company has provided a full valuation allowance for the
deferred tax assets resulting from these loss carryforwards.

Net Loss per Common Share

Basic earnings per share includes no dilution and is computed by dividing
income available to common stockholders by the weighted average number of
common shares outstanding for the period.  Dilutive earnings per share reflect
the potential dilution of securities that could share in the earnings of the
Company. As of September 30, 2001, there were 910,000 common stock warrants
that can be converted into a total of 910,000 shares of common stock.  As
these warrants would have an antidilutive effect on the presentation of loss
per share, a diluted loss per share calculation is not presented.

Long-term Investments

The Company follows the equity method of accounting for its investment in
Asdar Group. Under this method, the Company includes its share of the earnings
or losses of Asdar Group.  The share of losses for the nine months ended
September 30, 2001 amounted to $676,945.

Recent Accounting Pronouncements

On March 31, 2000, the Financial Accounting Standards Board ("FASB") issued
FASB Interpretation No.44, Accounting for Certain Transactions Involving Stock
Compensation - An Interpretation of APB Opinion No. 25 ("FIN 44"), which
provides guidance as to certain applications of APB 25. FIN 44 is generally
effective July 1, 2000 with the exception of certain events occurring after
December 15, 1998. The Company has not yet determined what impact, if any; the
implementation of this standard will have on its financial statements.

NOTE 3 - INVESTMENT IN ASDAR GROUP

On September 20, 2000, the Company entered into an Asset and Purchase
Agreement with ASDAR Group, a Nevada Corporation ("ASDAR").  Pursuant to the
Agreement, ASDAR purchased all of the Company's title and interest in the LAK
Ranch Oil and Gas Property.  In exchange, ASDAR issued 5,000,000 shares of its
common stock to the Company, which represented approximately a 48% interest in
ASDAR.  The President and a director of the Company is a director of ASDAR.
In addition, a shareholder of the Company was issued 475,000 shares of ASDAR's
common stock as a finder's fee for services relating to the agreement.

NOTE 4 - SERVICE CONTRACTS

On January 28, 2000, the Company entered into an agreement with Bisell
Investments, Inc., with a 2-year term, whereby Bisell will provide investor
relations services to the Company (valued at $297,500) in exchange for 350,000
shares of the Company's common stock. The agreement was terminated and a stop
placed on the shares. The Company intends to recover these shares for
cancellation.

Also on January 28, 2000, the Company entered into an agreement with Palisades
Financial Ltd., with a 5-year term, whereby Palisades will provide investment
banking services to the Company (valued at $297,500) in exchange for 350,000
shares of the Company's common stock.

NOTE 5 - CAPITAL STOCK

The Company's capitalization is 100,000,000 common shares with a par value of
$.0001 per share.

Warrants are outstanding to purchase 910,000 common shares at a price of $.25
per share to November 15, 2001.

NOTE 6 - RELATED PARTY TRANSACTIONS

The Company paid cash to a former director for a salary totalling $12,000 for
the nine months ended September 30, 2001.

During the nine months ended September 30, 2001, a company controlled by a
significant shareholder received $15,628 as reimbursement of expenses incurred
on behalf of the Company and earned $44,625 pursuant to an investment banking
services contract (note 4).

At September 30, 2001 a total of $178,487 is owing to Asdar Group and $6,468
to a significant shareholder for cash advances.  These advances are non-
interest bearing and without specific terms of repayment.

ITEM 2.  Plan of Operation

This following information specifies certain forward-looking statements of
management of the company. Forward-looking statements are statements that
estimate the happening of future events and are not based on historical fact.
Forward-looking statements may be identified by the use of forward-looking
terminology, such as "may", "shall", "will", "could", "expect", "estimate",
"anticipate", "predict", "probable", "possible", "should", "continue", or
similar terms, variations of those terms or the negative of those terms.  The
forward-looking statements specified in the following information have been
compiled by our management on the basis of assumptions made by management and
considered by management to be reasonable. Our future operating results,
however, are impossible to predict and no representation, guaranty, or
warranty is to be inferred from those forward-looking statements.

The assumptions used for purposes of the forward-looking statements specified
in the following information represent estimates of future events and are
subject to uncertainty as to possible changes in economic, legislative,
industry, and other circumstances. As a result, the identification and
interpretation of data and other information and their use in developing and
selecting assumptions from and among reasonable alternatives require the
exercise of judgment. To the extent that the assumed events do not occur, the
outcome may vary substantially from anticipated or projected results, and,
accordingly, no opinion is expressed on the achievability of those forward-
looking statements. No assurance can be given that any of the assumptions
relating to the forward-looking statements specified in the following
information are accurate, and we assume no obligation to update any such
forward-looking statements.

Our Business.  We were incorporated in 1993 as Power Direct, Inc., and we
changed our name to 2U Online.com, Inc. on  January 31, 2000. The name was
changed to reflect management's decision to shift the Company's focus from oil
and gas exploration and development to internet-based business development.

In mid-August, 1999, we set up a merchant account for the processing of VISA
and Mastercard transactions with MPact Immedia Transaction Services Ltd.
("MPact").  We agreed we would be charged a transaction processing fee of
5.75% and maintain a 6-month revolving reserve fund of 10% by MPact.

This processing account was set up initially to accommodate purchases of our
Internet Greeting Cards through CardStakes.com, Inc.  In early December, 1999,
we decided to provide the "Internet" greeting cards to the consumer at no cost
and decided that the processing account was to be utilized solely for the
purchase of merchandise from our 2U Online.com cybermall site.

In mid-December, 1999, we were approached by a number of clients looking for
credit card processing sources and we agreed in late December of 1999, to
utilize our merchant account, beginning in early January 2000, to generate
revenue from credit card processing.

We made an offer whereby participating clients would be charged a 15% to 20%
transaction fee on all approved credit card transactions as well as a 15%
reserve to accommodate any charge backs and to minimize the element of risk to
any possible reversals.  This 15% reserve is a 6-month revolving reserve
whereby the 1st month reserves (total of reserves held from day 1 to day 30/31
inclusive) are paid out in 6 months plus 1 day.

In November, 2000, we began to receive a significant number of chargebacks
from our clients and the reserves held back were eliminated.  On November 8,
2000, we were notified by Mpact Immedia Transaction Services Ltd. that they
were terminating our processing activities and in response, we instructed our
clients that we would no longer be processing their transactions. We have
ceased all credit card processing activities to allow for any further charge
backs.  We do not know when, or if, we will resume our credit card processing
services.

We hope to eventually operate a cybermall comprised of multiple Internet sites
offering consumers a variety of unique online services, including, but not
limited to, e-mail greeting cards featuring scratch-and-win coupons and
discounts.  Our proposed websites will offer other products, including, but
not limited to, jewelry, flowers, chocolate and original art.

In addition to the Internet activities of our subsidiary (described above), we
are currently developing our own websites aimed at the Far East markets. We
will utilize programs such as Macromedia Generator, Custom Java Servlets and
Microsoft SQL Server to develop our online presence. Our current project is an
Online Casting Agency designed to connect talent with casting agents and
producers.  The Online talent Directory gives both the experienced and the
aspiring model/actor/entertainer unique opportunities to have his or her photo
appear before the professionals who are continually in search of talent and
fresh new faces.  For a yearly subscription fee, an industry professional can
post his or her name, specifications, experience, training and special skills
and a scan up to nine (9) high resolution photos to be stored in the talent
database on our proposed website.  We anticipate that the content of the
Talent Directory will be offered free to agents, film producers,
photographers, casting directors, model/talent agencies, television
stations/networks, newspapers, fashion magazines, and many other prospective
employers to help fulfill their hiring needs.

To fulfill the requirements of this project, we plan to contract out our in-
house development team to provide the necessary programming and database
design skills needed during the development phase. Once development of this
project has been completed we will be providing the client with web hosting,
e-mail and any necessary technical support services needed for day-to-day
operations of the site.

OUR SUBSIDIARY-CARDSTAKES.COM, INC.  Our subsidiary, Cardstakes.com, Inc. was
relatively inactive during the quarter ending September 30, 2001, except for
the maintenance required to its websites.

OUR SUBSIDIARY - PD OIL & GAS, INC.  Our subsidiary, PD Oil & Gas, Inc., was
inactive during the quarter ending September 30, 2001.

OUR SUBSIDIARY - CARDSTAKES.COM ENTERPRISES LTD.  Our subsidiary,
CardStakes.com Enterprises Ltd., was inactive during the quarter ending
September 30, 2001.

Liquidity and Capital Resources.  For the quarter ended September 30, 2001, we
had total assets of $1,502,988 including taxes recoverable of $774, $2,000 due
from a related party, and $109,084 represented by the current portion of
service contracts.  We also had $1,067,923 which is represented by an
investment in Asdar Group, $138,835 for service contracts, $22,307 in
furniture and equipment, $126,876 for website development costs and $35,189
for other intangible assets. The cash and equivalents constitute our present
sources of liquidity.

At September 30, 2001, we had total current liabilities of $305,204 of which
$775 was represented by a bank overdraft, $119,474 by accounts payable and
accrued liabilities and $184,955 due to related parties.  At September 30,
2001, we had $111,858 in current assets and $305,204 in total current
liabilities. At September 30, 2001, current liabilities exceeded current
assets by $193,346.

We are not aware of any trends, demands, commitments or uncertainties that
will result in our liquidity decreasing or increasing in any material way.  We
do not believe that our current cash resources will be able to maintain our
current operations for an extended period of time.  Should these resources
prove to be insufficient, we will be required to raise additional funds or
arrange for additional financing over the next 12 months to adhere to our
development schedule.  No assurance can be given, however, that we will have
access to additional cash in the future, or that funds will be available on
acceptable terms to satisfy our case requirements.

Results of Operations.  We have not yet realized any significant revenue from
operations. For the quarter ending September 30, 2001, we had $102,093 in
general and administrative expenses including, but not limited to, expenses
for consulting fees, investor relations and office and general expenses. Our
operating expenses for the corresponding period in 2000 were $131,385. Net
losses from operations for the quarter ending September 30, 2001, were
$564,113. This figure includes a $462,075 equity loss from Asdar Group using
the equity method of accounting. The loss reflects a large write down of an
oil and gas property asset of Asdar's to its net realizable value, after a
working interest was converted to a gross overriding royalty interest. This
interest was converted pursuant to the terms of settlement of Asdar's
litigation with its partner, Derek Resources Corporation. Our net loss for the
corresponding period in 2000 was $89,621. The increase in loss for the quarter
ended September 30, 2001, compared to the quarter ended September 30, 2000 was
primarily due to the equity loss from Asdar Group (discussed immediately
above). We have suffered net losses of $6,565,070 since our inception on
September 13, 1993.

Our Plan of Operation for the Next Twelve Months.  We do not expect to realize
any significant revenue from operations in the next twelve months.  Our plan
of operation is materially dependent on our ability to generate revenues.  We
have begun development of several of our websites, and anticipate they will
become fully operational by the first quarter of 2002.

We will require additional cash to implement our business strategies, and for
payment of increased operating expenses.  We anticipate that we will need to
raise additional capital within the next 12 months in order to continue as a
going concern. Such additional capital may be raised through additional public
or private financings, as well as borrowing and other resources.  To the
extent that additional capital is raised through the sale of equity or equity-
related securities, the issuance of securities could result in dilution to our
stockholders.  There can be no assurance that additional funding will be
available on favorable terms, if at all.  If adequate funds are not available
within the next twelve months, we may be required to curtail our operations
significantly or to obtain funds through arrangements with collaborative
partners or others that may require us to relinquish rights to certain of our
assets.

We do not anticipate any material expenses within the next twelve months that
will affect our liquidity.  We do not anticipate any significant research and
development within the next twelve months, nor do we anticipate that we will
lease or purchase any significant equipment within the next twelve months.
We do not anticipate a significant change in the number of our employees
within the next twelve months, nor are we aware of any material commitment or
condition that may affect our liquidity within the next twelve months.

ITEM 3.  Description of Property.

Property held by the Company.  As of the dates specified in the following
table, we held the following property in the following amounts:

----------------   -----------------    -----------------    ------------------
                   December 31, 1999    December 31, 2000    September 30, 2001
----------------   -----------------    -----------------    ------------------
Property and       $65,735.00           $9,121.00            $(775.00)
Cash Equivalents
----------------   -----------------    -----------------    ------------------

We define cash equivalents as all highly liquid investments with a maturity of
3 months or less when purchased.   We do not presently own any interests in
real estate or own any inventory or equipment.


PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

         None.

Item 2.  Changes in Securities.

         None.

Item 3.  Defaults Upon Senior Securities

         None.

Item 4.  Submission of Matters to Vote of Security Holders

         None.

Item 5.  Other Information

On July 1, 2001, we terminated our investor relations agreement with Bisell
Investments, Inc. and placed a stop transfer on 350,000 shares of our common
stock previously previously issued to Bisell Investments, Inc. We terminated
the agreement and placed a stop transfer on the shares because we believe that
Bisell Investments, Inc. did not perform under the agreement. We intend to
cancel the shares issued to Bisell Investments,Inc.

Item 6.  Exhibits and Reports on Form 8-K

         None.


SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, we
have duly caused this Registration Statement on Form 10-QSB to be signed on
our behalf by the undersigned; thereunto duly authorized, in the City of
Vancouver, British Columbia, Canada, on November 29, 2001.

2U Online.com, Inc.,
a Delaware corporation

By:  /s/  R. Klein
          ------------
          Robert Klein
Its:      President