================================================================================

                    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

                                 June 30, 2003

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

           For the transition period from ___________ to ___________

                        Commission File Number: 0-26101

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

                       NEVADA                         88-0195105
           (State or other jurisdiction of        (I.R.S. Employer
            incorporation or organization)       Identification No.)


         1288 Alberni  Street, Suite 806, Vancouver,     V6E 4R8
                    British Columbia, Canada
     (Address of registrant's principal executive offices)    (Zip Code)

                                  604.664.0499
              (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 June 30, 2003, there were
11,659,750 shares of the issuer's $.0001 par value common stock issued and
outstanding.
==============================================================================
<table>
<caption>

       <c>                                                                     <c>

INDEX
                                                                                   Page
Part I. FINANCIAL INFORMATION

Item 1.   Financial Statements.....................................................F1-F14

Item 2.   Management's Discussion and Analysis or Plan of Operation.................2-9

Item 3.   Controls And Procedures....................................................15

Part II. OTHER INFORMATION

Item 1.   Legal Proceedings..........................................................15

Item 2.   Changes in Securities and Use of Proceeds................................. 16

Item 3.   Defaults Upon Senior Securities............................................16

Item 4.   Submission of Matters to a Vote of Security Holders........................16

Item 5.   Other Information......................................................... 16

Item 6.   Exhibits and Reports on Form 8-K...........................................16

SIGNATURES...........................................................................17

CERTIFICATION........................................................................17

</table>

ITEM 1. Financial Statements


                              2U ONLINE.COM, INC.

                         (A Development Stage Company)

                   INTERIM CONSOLIDATED FINANCIAL STATEMENTS

                                June 30, 2003

                                  (Unaudited)


CONSOLIDATED BALANCE SHEETS............................F-1

INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS..........F-2

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS..........F-3

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS.....F-4

=========================================================

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

                          CONSOLIDATED BALANCE SHEETS

<table>
<caption>

                                                        <c>                  <c>
                                                       June  30, 2003       December 31, 2002
                                                      ------------------      -----------------
ASSETS                                                  (unaudited)
CURRENT ASSETS
        Cash                                               $       -            $        1
        Taxes recoverable                                        350                   233
        Available for sale securities                         22,870                68,611
        Current portion of prepaid Service Contract(Note 3)  144,500                59,500
                                                             -------                ------
                                                             167,720               128,345

PREPAID SERVICE CONTRACTS (Note 3)                           109,298                64,464
FURNITURE AND EQUIPMENT, net of depreciation                  12,081                14,212
OTHER INTANGIBLE ASSETS                                            1                     1
                                                            ---------            ----------
                                                           $ 289,100             $ 207,022
                                                            =========            ==========

CURRENT LIABILITIES
        Bank Overdraft                                     $     276             $       -
        Accounts payable and accrued liabilities             120,651               122,844
        Due to related parties (Note 5)                      269,148               220,412
                                                            ---------             ---------
                                                           $ 390,075               343,256
                                                            =========             =========
GOING CONCERN (Note 1)

                   STOCKHOLDERS' EQUITY (CAPITAL DEFICIENCY)

CAPITAL STOCK (Note 4)
        Common stock, $.0001 par value, 100,000,000
         shares authorized                                      4,815                4,055
        11,659,750 (2002 - 4,054,750)
        shares issued and outstanding
        Additional paid-in capital                          8,796,208            8,157,618
        Deficit accumulated during the development stage   (8,940,907)          (8,304,739)
        Accumulated other comprehensive income (loss)          38,909                6,832
                                                           ------------          -----------
                                                             (100,975)           (136,234)

                                                           $  289,100         $   207,022
                                                           ===========         ============

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

</table>

<PAGE>F-1



                              2U ONLINE.COM, INC.
                         (A Development Stage Company)
                 INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)

<table>
<caption>

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

                                          Three Months  Three Months   Six Months    Six Months     September
                                           ended June    ended June    ended June    ended June     13, 1993
                                            30, 2003      30, 2002      30, 2003      30, 2003     (Inception)
                                                                                                    to June 30,
                                                                                                       2003
                                          -----------   ----------      --------     ---------     ----------
REVENUES
        Processing Fees                  $         -   $        -       $     -      $      -      $    98,425
        Sale of Oil & Gas Interest                 -            -             -             -           47,510
        Interest Income                            -            -             -             -            2,927
                                         ------------   -----------     ---------    ---------    -------------
                                                   -            -             -             -          148,853
                                         ------------   -----------     ---------    ---------    --------------
GENERAL AND ADMINISTRATIVE EXPENSES
        Advertising and marketing                   -           -             -             -           55,305
        Consulting fees                       167,341      14,875       291,433        29,750        1,213,133
        Consulting fees- Stock-based
          compensation                         80,400          -        170,700             -          424,369
    Loss on settlement of debt                     -           -         50,000             -          139,500
        Depreciation                            1,065       1,522         2,131         3,045           28,913
        Investor relations                     19,791           -        27,083        12,395          376,348
        Management fees                         6,000       6,000        22,000        12,000          344,654
        Office and general                      8,445      12,701        17,808        23,750          275,855
        Professional fees                      33,896       8,148        50,509         8,976          327,725
        Travel and accommodation                2,545           -         2,927             -          147,158
        Wages and benefits                        100           -         4,159             -          113,155
        Website development costs                   -       1,125             -         1,439          345,682
        Write-down of URLs                          -           -             -             -        1,659,192
        Write-down of technology license            -           -             -             -        2,055,938
        Write-off of other assets                   -           -             -             -          145,186
                                             --------     -------      --------       -------        ---------
                                              319,583      44,371       638,750        91,355        7,652,213

LOSS BEFORE THE FOLLOWING:                   (319,583)    (44,371      (638,750)      (91,355)      (7,503,360)
EQUITY LOSS FROM ICEBERG BRANDS CORP.               -     (89,543)            -      (336,180)      (1,394,280)
WRITE DOWN OF INVESTMENT IN ICEBERG BRAND           -           -             -             -         (313,301)
GAIN ON SALE OF SECURITIES                          -           -             -             -            7,452
MINORITY INTEREST IN CARDSTAKES' LOSS               -           -             -             -          479,978
                                           ------------  -----------   -----------   ---------     -------------
NET LOSS FOR THE PERIOD                  $   (319,583)  $ (133,914)   $ (638,750)  $ (427,535)    $ (8,723,511)
                                           ============  ===========   ===========  ==========     =============

BASIC NET LOSS PER SHARE                 $      (0.04)  $    (0.00)   $    (0.07)  $    (0.01)
                                           ============  ===========   ===========  ==========
WEIGHTED AVERAGE COMMON SHARES
        OUTSTANDING                         9,498,187    31,597,500     9,068,672   31,597,500



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

</table>
<PAGE>F-2

                              2U ONLINE.COM, INC.
                         (A Development Stage Company)
                 INTERIM  CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)
<table>
<caption>

                                                                <c>                    <c>                     <c>
                                                                                                              September 13,
                                                                 Six Months ended      Six Months ended       1993 (inception)
                                                                     June 30,               June 30,           to June 30,
                                                                       2003                   2002                 2003
                                                                  ------------           ------------        ---------------
CASH FLOWS FROM OPERATING ACTIVITIES
        Net loss for the period                                $    (638,750)        $     (427,535)       $    (8,723,511)
        Adjustments to reconcile net loss to
         net cash from operating activities:
        depreciation                                                    2,131                  3,045                28,913
        non-cash consulting fees                                      291,433                 29,750             1,020,425
        loss on settlement of debt                                     50,000                      -               149,500
        non-cash management fees                                       10,000                      -               234,000
        non-cash investors relations fees                              27,083                 12,395               324,576
        non-cash professional fees                                     36,500                      -                36,500
        stock-based compensation                                      170,000                      -               424,369
        non-cash component of URL write-down                                -                      -             1,214,192
        write-down of technology license                                    -                      -             2,055,938
        write-off of website development costs                              -                      -               126,876
        equity loss from Iceberg Brands Corp.                               -                374,348             1,394,280
        write down of investment in Iceberg Brand Corp.                     -                      -               313,301
        Gain on sale of securities                                          -                      -                (7,452)
        minority interest in Cardstakes'loss                                -                      -              (479,978)
                                                                  ------------            ------------          ------------
                                                                      (50,903)                (7,997)           (1,898,071)
        net changes in working capital items                         (192,160)               (21,395)               73,514
                                                                  ------------            ------------          ------------
CASH USED IN OPERATING ACTIVITIES                                    (243,063)               (29,392)           (1,824,557)
                                                                  ------------            ------------          ------------
CASH FLOWS FROM INVESTING ACTIVITIES
        Deposit                                                             -                      -               (75,000)
        Technology license                                                  -                      -              (135,938)
        Acquisition of furniture and equipment                              -                      -               (32,696)
        Website development costs                                           -                      -              (126,876)
        Other intangible assets                                             -                 38,168                (5,189)
        Proceeds from sale of shares of Iceberg Brands Corp.                -                      -                73,092
        Cash acquired on acquisition of Cardstakes.com, Inc.                -                      -               210,000
                                                                   ------------           ------------          ------------
CASH FLOWS FROM INVESTING ACTIVITIES                                        -                 17,732               (92,607)
                                                                   ------------           ------------          ------------
CASH FLOWS FROM FINANCING ACTIVITIES
        Bank Ocerdraft                                                    276                     40                   276
        Net Advances (to) from related parties                         72,736                (14,423)              156,838
        Net proceeds on sale of common stock                          170,050                      -             1,760,050
                                                                 ------------            ------------           ------------
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES                        243,062                (14,383)            1,917,164
                                                                 ------------            ------------           ------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                          (1)                 (5,607)                    -

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                             1                   5,607                     -
                                                                 ------------            ------------           ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                      $            -         $             -        $          126
                                                                 ============            ============           ============
</table>

Supplemental cash flow information: During the six month period June 30, 2003,
the Company issued 1,950,000 common shares for prepaid consulting, investor
relations and investment banking service contracts valued at $195,000 (Refer to
Note 3) and 100,000 common shares for payment of outstanding management fees to
two directors valued at $10,000. During the six month period ended June 30,
2003, the Company issued 2,500,000 shares with a fair value of $150,000 in
settlement of  $100,000 of consulting fees.  Refer to Notes 4 and 6. The
accompanying notes are an integral part of these interim consolidated financial
statements.

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

               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

                                 JUNE 30, 2003
                                  (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 has incurred losses
since inception and at June 30, 2003 had a working capital deficiency of
$222,355 and a deficit of $100,975.  The Company and its subsidiaries are in the
development stage, have not generated substantial 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 regarding 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.  Refer to Note 6.

Unaudited Interim Financial Statements The accompanying unaudited interim
consolidated 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
have been no material changes in the information disclosed in the notes to the
financial statements for the year ended December 31, 2002 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 six months ended June 30, 2003 are not necessarily
indicative of the results that may be expected for the year ending December 31,
2003.


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 and currently inactive), a 100% interest in PD Oil & Gas, Inc. (inactive),
and a 100% interest in Cardstakes.com Enterprises Ltd. (inactive).

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
"Accounting for Web Site Development Costs" and AICPA SOP 98-1 "Accounting for
the Costs of Computer Software Developed or Obtained for Internal Use" whereby
preliminary website development costs are expensed as incurred.  Upon achieving
technical and financial viability and ensuring adequate 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.  To date the Company has not capitalized any website development costs.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Financial Instruments

The Company's financial instruments include cash and cash equivalents,
marketable equity securities and accounts payable.  The fair values of these
financial instruments approximate their carrying values.  The fair value of the
Company's marketable equity securities is estimated based on their market value.
Management believes that the fair value of its accounts payable approximates its
carrying value.

Furniture and Equipment

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

Intangible Assets

Intangible assets consist of acquisition costs of Universal Resource Locators
("URL's").  The Company has adopted the provision of the Statement of Financial
Accounting Standards No. 142 ("SFAS 142"), "Goodwill and Intangible Assets",
which revises the accounting for purchased goodwill and intangible assets.
Under SFAS 142, goodwill and intangible assets with indefinite lives will no
longer be amortized and will be tested for impairment annually.  The
determination of any impairment would include a comparison of estimated future
operating cash flows anticipated during the remaining life with the net carrying
value of the asset as well as a comparison of the fair value to book value of
the Company.

Effective January 1, 2002, the Company adopted the provisions of SFAS 142 which,
upon adoption, requires the Company to make an initial determination as to
whether an impairment of its intangible assets has occurred as a result of
adopting this new accounting policy.  As a result of applying this impairment
test the Company determined that there was no initial impairment to the value of
the URL's however, as of December 31, 2002, the Company had determined that the
URL's are not expected to generate significant revenue in the future and, as a
result, has written down the carrying value of the URL's to $1.

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.  A valuation allowance is provided for deferred tax
assets if it is more likely than not that the Company will not realize the
future benefit, or if the future deductibility is uncertain.

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.  The
accompanying presentation is only of basic loss per share as the potentially
dilutive factors are anti-dilutive to basic loss per share.

Marketable Equity Securities

The Company follows the equity method of accounting for its long-term
investments in which it holds less than 50% of the investee's voting shares and
over which it exercises significant influence.  Under this method, the Company
records its shares of the earnings or losses of the investee.  Management
reviews the carrying value of these investments on a quarterly basis to
determine if their carrying value has been impaired.  Declines in value that are
other than temporary are recognized by writing down the investment to its
estimated recoverable amount.

The Company's other investments consist of marketable equity securities which
are available-for-sale and as such, their carrying value is adjusted to market
at the end of each quarter.  As required by SFAS 130, unrealized gains and
losses on these investments are recorded as a component of accumulated other
comprehensive income and are recorded as a component of net income when
realized.  However, if there is a permanent decline in the available-for-sale
securities, this adjustment is taken into income in the period.

Stock-based compensation

In December 2002, the Financial Accounting Standards Board issued Financial
Accounting Standard No. 148, "Accounting for Stock-Based Compensation -
Transition and Disclosure" ("SFAS No. 148"), an amendment of Financial
Accounting Standard No. 123 "Accounting for Stock-Based Compensation" ("SFAS No.
123").  The purpose of SFAS No. 148 is to: (1) provide alternative methods of
transition for an entity that voluntarily changes to the fair value based method
of accounting for stock-based employee compensation, (2) amend the disclosure
provisions to require prominent disclosure about the effects on reported net
income of an entity's accounting policy decisions with respect to stock-based
employee compensation, and (3) to require disclosure of those effects in interim
financial information.  The disclosure provisions of SFAS No. 148 were effective
for the Company for the year ended December 31, 2002.

The Company has elected to continue to account for stock-based employee
compensation arrangements in accordance with the provisions of Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees",
("APB No. 25") and comply with the disclosure provisions of SFAS No. 123 as
amended by SFAS No. 148 as described above.  In addition, in accordance with
SFAS No. 123 the Company applies the fair value method using the Black-Scholes
option-pricing model in accounting for options granted to consultants. Under APB
No. 25, compensation expense is recognized based on the difference, if any, on
the date of grant between the estimated fair value of the Company's stock and
the amount an employee must pay to acquire the stock.  Compensation expense is
recognized immediately for past services and pro-rata for future services over
the option-vesting period.

The following table illustrates the pro forma effect on net income (loss) and
net income (loss) per share as if the Company had accounted for its for stock-
based employee compensation using the fair value provisions of SFAS No. 123
using the assumptions as described in Note 4:

<table>
<caption>

                                         <c>             <c>            <c>

                                                  Six months ended     Six months ended
                                                   June 30, 2003        June 30, 2002
                                       --------------------------------------------------
Net income (loss) for the period        As reported  $  (638,750)       $  (427,535)
SFAS 123 compensation expense           Pro-forma       (110,100)              -
                                                      -------------     -------------
Net loss for the period                 Pro-forma       (748,850)       $  (427,535)
                                                      ============      ==============
Pro-forma basic net loss per share      Pro-forma    $     (0.08)        $     (0.01)
                                                      ============      =============
</table>


The Company accounts for equity instruments issued in exchange for the receipt
of goods or services from other than employees in accordance with SFAS No. 123
and the conclusions reached by the Emerging Issues Task Force in Issue No.
96-18, "Accounting for Equity Instruments That Are Issued to Other Than
Employees for Acquiring or in Conjunction with Selling Goods or Services" ("EITF
96-18").  Costs are measured at the estimated fair market value of the
consideration received or the estimated fair value of the equity instruments
issued, whichever is more reliably measurable.  The value of equity instruments
issued for consideration other than employee services is determined on the
earlier of a performance commitment or completion of performance by the provider
of goods or services as defined by EITF 96-18.

The Company has also adopted the provisions of the Financial Accounting
Standards Board 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.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Recent Accounting Pronouncements

In July 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards No. 141 ("SFAS 141"), "Business Combinations",
which eliminates the pooling method of accounting for business combinations
initiated after June 30, 2001.  In addition, SFAS 141 addresses the accounting
for intangible assets and goodwill acquired in a business combination.  This
portion of SFAS 141 is effective for business combinations completed after June
30, 2001.  The adoption of SFAS 141 has not had a material impact on the
Company's financial position or results of operations.

In July 2001, the FASB issued Statement of Financial Accounting Standards No.
142 ("SFAS 142"), "Goodwill and Intangible Assets", which revises the accounting
for purchased goodwill and intangible assets.  Under SFAS 142, goodwill and
intangible assets with indefinite lives will no longer be amortized and will be
tested for impairment annually or whenever events or circumstances indicate that
the estimated fair value is less than the related carrying value as determined
on a reporting unit basis.  SFAS 142 is effective for fiscal years beginning
after December 15, 2001.  The adoption of SFAS 142 resulted in an impairment
provision for intangible assets of $35,188 recorded in the fourth quarter of
2002.


NOTE 3 - SERVICE CONTRACTS

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
restricted shares of the Company's common stock.

On January 10, 2003, the Company entered into agreements with:

1.      Compte de Sierge Accomodative Corp., a private company, for a two and
one-half year term, whereby Compte will provide investment-banking services to
the Company (valued at $50,000) in exchange for 500,000 restricted shares of the
Company's common stock. The consultant will provide such services and advice to
the Company in business development, business strategy and corporate image. In
addition, the consultant will assist the Company in developing, studying and
evaluating acquisition proposals in Europe.

2.      Y.E.N.N. Asset Management, a private company controlled by a significant
shareholder, for a two and one-half year term, whereby Y.E.N.N. will provide
investment-banking services to the Company (valued at $50,000) in exchange for
500,000 restricted shares of the Company's common stock. The consultant will
provide such services and advice to the Company in business development,
business strategy and corporate image. In addition, the consultant will assist
the Company in developing, studying and evaluating acquisition proposals in
North and South America.

3.      Inter-Orient Investments Ltd., a private company controlled by a
significant shareholder, for a two year term, whereby Inter-Orient will provide
investment-banking services to the Company (valued at $50,000) in exchange for
500,000 restricted shares of the Company's common stock. The investment banker
will provide access to investors and ongoing funding for the Company's
investments.

4.      Asiatic Management Consultants Ltd., a private company controlled by a
significant shareholder, for a two and one-half year term, whereby Asiatic will
provide investment-banking services to the Company (valued at $25,000) in
exchange for 250,000 restricted shares of the Company's common stock. The
consultant will provide such services and advice to the Company in business
development, business strategy and corporate image. In addition, the consultant
will assist the Company in developing, studying and evaluating acquisition
proposals in the Far East.

5.      HBK Investments Services Ltd., a private company controlled by an
employee, for a two year term, whereby HBK will provide investor relations
services to the Company (valued at $20,000) in exchange for 200,000 restricted
shares of the Company's common stock. The investor relations individual will
provide such services as researching, editing and generating a company profile,
technical chart analysis, relaying the Company's business perspectives and
distribution of corporate updates, including press releases.

At June 30, 2003 the prepaid portion of the above described service contracts
totaled $253,798, of which $144,500 is current.

NOTE 4 -- CAPITAL STOCK

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

On January 2, 2003, the Company declared a one-for-ten reverse stock split of
all of the outstanding common stock, without any change in par value of the
shares of common stock. Shareholder approval was obtained to effect the reverse
stock split which became effective on January 8, 2003.  On that date, the
authorized capital was 100,000,000 common shares with a par value of $0.0001,
with 4,054,750 post reverse-split shares issued and outstanding. Unless
otherwise noted, all references to common stock, common shares outstanding
average numbers of common shares outstanding and per share amounts in these
Financial Statements and Notes to Financial Statements prior to the effective
date of the reverse stock split have been restated to reflect the one-for-ten
reverse stock split on a retroactive basis,

On January 10, 2003, the Company entered into agreements with various private
companies controlled by significant shareholders, with two and one-half year
terms, whereby these companies will provide investment-banking services to the
Company (valued at $125,000) in exchange for the issuance of 1,250,000
restricted shares of the Company's post-reverse split common stock.  (See Note
3)

On January 10, 2003, the Company entered into an agreement with a private
company controlled by a significant shareholder and a private company controlled
by an employee, with two year terms, whereby these companies will provide
investor relations services to the Company (valued at $70,000) in exchange for
the issuance of 700,000 shares of the Company's post-reverse split common stock.
(See Note 3)

On January 10, 2003, the Company issued 100,000 restricted shares of the
Company's post-reverse split common stock to two directors for services valued
at $10,000.

On January 14, 2003, the Company reached an agreement to acquire the "Miss
Beverly Hills" entity from Atlantis Cay Ltd. in consideration for the issuance
of 10,000,000 restricted shares of the Company's post-reverse split common stock
to Atlantis Cay Ltd. and its agents.  The Company was not provided with the
necessary data and information about the "Miss Beverly Hills" entity in a timely
manner, as required by the agreement, nor was it satisfied with the proposed
terms of transfer of all rights of ownership. On February 4, 2003, at a Special
Meeting of the Board, it was decided not to proceed with this acquisition.
Accordingly, the 10,000,000 post-reverse split restricted shares were reacquired
for no consideration, returned to treasury and cancelled.

On January 21, 2003, the Company issued 5,000,000 shares of post-reverse split
common stock at a price of $0.04 per share representing a 33.33% discount to the
estimated fair value of $.06 per share in settlement of outstanding and ongoing
consulting fees and services totalling $200,000.  Of the 5,000,000 post-reverse
split shares issued, 2,500,000 were issued to parties related to the "Miss
Beverly Hills" acquisition, 830,000 were issued to two significant shareholders
for consulting services and 320,000 were issued to two employees for consulting
services.  The Company registered these post-reverse split shares for trading by
way of an S-8 Registration Statement filed on January 21, 2003.  In February,
2003, pursuant to the termination of the agreement with Atlantis Cay Ltd.,
2,500,000 post-reverse-split shares issued were reacquired for no consideration,
returned to treasury and cancelled.  The fair value of the 2,500,000
post-reverse split shares that remained issued in settlement of services
totalling $100,000, exceeded the outstanding debts by an amount of $50,000.
This amount is recorded as a loss on settlement of debt in the first quarter of
2003.

On January 21, 2003, the Company filed a Registration Statement on Form S-8 to
cover 2,000,000 shares of post-reverse split common stock to be issued pursuant
to the Company's 2003 Stock Incentive and Option Plan (the "Plan"). During the
period the Company granted options under the Plan to acquire a total of
2,000,000 post-reverse split shares of the Company's common stock at a price of
$0.06 per share being the market value as at the date of grant.  Of the total
number of options granted, 1,505,000 were granted to consultants for which a
consulting expense of $90,300 was recorded during the period representing the
fair value of the options.  The fair value was estimated using the Black-Scholes
option pricing model assuming an expected life of 10 years, a risk-free interest
rate of 3% and an expected volatility of 205%.

On January 21, 2003, 495,000 options were granted to directors and employees and
their fair value, as disclosed on a pro-forma basis in Note 2, was estimated
using the Black-Scholes option pricing model assuming an expected life of 10
years, a risk-free interest rate of 3% and an expected volatility of 205%.


On June 9, 2003, the Company filed a Registration Statement on Form S-8 to cover
3,000,000 shares of common stock to be issued pursuant to the Company's 2003
Stock Incentive and Option Plan (the "Plan"). During the period the Company
granted options under the Plan to acquire a total of 2,300,000 shares of the
Company's common stock at a price of $0.07 per share being the market value as
at the date of grant.  Of the total number of options granted, 1,150,000 were
granted to consultants for which a consulting expense of $80,400 was recorded
during the period representing the fair value of the options.  The fair value
was estimated using the Black-Scholes option pricing model assuming an expected
life of 5 years, a risk-free interest rate of 3% and an expected volatility of
248%.

The fair value of the 1,150,000 options granted to directors and employees, as
disclosed on a pro-forma basis in Note 2, was estimated using the Black-Scholes
option pricing model assuming an expected life of 5 years, a risk-free interest
rate of 3% and an expected volatility of 248%.

In March 2003, an optionee failed to comply with the stock option agreement and
as a result, 50,000 post-reverse stock split shares were reacquired, returned to
treasury and cancelled. In May 2003, an optionee failed to comply with the stock
option agreement and as a result, 250,000 post-reverse stock split shares were
reacquired, returned to treasury and cancelled.

The following table summarizes the Company's stock option activity:
<table>
<caption>

                                 <c>                       <c>                  <c>
                                Number of Options       Weighted Average       Weighted Average Remaining
                                                         Exercise Price         Contractual Life
-----------------------------------------------------------------------------------------------------
Balance, December 31, 2002              -                      -                        -
Granted                         4,300,000               $   0.07                        -
Exercised                      (3,055,000)              $   0.06                        -
                             ------------------------------------------------------------------------

Balance, June 30, 2003         1,245,000                $   0.07                      5 .0 yrs.
                             ========================================================================

</table>

NOTE 5 - RELATED PARTY TRANSACTIONS

During the six months ended June 30, 2003, the Company issued 100,000 shares to
two directors for outstanding management fees totalling $10,000.

During the six months ended June 30, 2003, companies controlled by a significant
shareholder earned $52,666 (2002 - $29,750) pursuant to an investment banking
services contracts (See Note 3).

During the six months ended June 30, 2003, a company controlled by an employee
earned $4,166 (2002 - $Nil) pursuant to an investor relations services contracts
(See Note 3).

In January 2003 the Company issued a total of 2,500,000 common shares to
employees and consultants in settlement of outstanding management and consulting
fees totalling $100,000.  Of the 2,500,000 common shares issued, 830,000 were
issued to two significant shareholders and 320,000 were issued to two employees
for consulting services. The fair value of the shares issued exceeded the
outstanding debts by an amount of $50,000, which has been recorded as a loss on
settlement of debt.

At June 30, 2003 a total of $182,514 (2002 - $167,016) is owing to Iceberg
Brands Corporation for cash advances.  These advances are non-interest bearing
and are being repaid periodically from the sale of securities held by
2Uonline.com, Inc.

At June 30, 2003, a total of $24,407 is owing to two shareholders for cash
advances.  This amount is non-interest bearing and has no specific terms of
repayment.


During the six months ended June 30, 2003, the Company incurred expenses for
office rent of $8,532 (2002 - $8,047) and management fees of $12,000 ( 2002 -
$12,000) to a Company controlled by an employee.  At June 30, 2003,  $62,227 is
owing to this company controlled by an employee.  This amount is non-interest
bearing and has no specific terms of repayment.

See Notes 3 and 4.

NOTE 6 - SUBSEQUENT EVENTS

Subsequent to June 30, 2003, a total of 1,125,000 shares of common stock were
issued at a price of $.07 per share on the exercise of incentive stock options.

NOTE 7- PROPOSED ACQUISTION OF BIOZONE LABORATORIES, INC.

On April 22, 2003, the Company signed a memorandum of understanding to acquire
BioZone Laboratories, Inc., of Pittsburgh, California, an integrated specialty
pharmaceutical company focused on innovative methods of drug delivery For the
past 13 years, Biozone has produced and manufactured technologically advanced
brand name and generic pharmaceutical products using its proprietary
technologies.

The general terms of the agreement are as follows:

1)  Pursuant to a definitive agreement being in place and the completion
    of an audit of the financial statements of Biozone, the Company will
    issue 19,000,000 restricted shares of common stock to Biozone in
    exchange for 100%, but not less than 91%, of Biozone.  In addition,
    another 13,500,000 restricted stock of common stock will be issued
    to Biozone upon certain sales benchmarks being net.

2)  Pursuant to a definitive agreement being in place, the Company has
    agreed to pay $500,000 to Biozone and raise up to $1,500,000 over
    certain time periods to fund the development of Biozone.

At present, there is not yet a definitive agreement in place and the Company
continues to perform its due diligence.  The acquisition, if completed, will be
subject to shareholder approval.



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 Background. 2UOnline.com, Inc., formerly Power Direct, Inc., was
incorporated in the State of Delaware on September 13, 1993, and we maintain our
principal executive offices at 1288 Alberni Street, Suite 806, Vancouver,
British Columbia, Canada V6E 4N5. Our offices in the United States are located
at 4291 Meridian Street, Suite 29, Bellingham, Washington 98226.

We changed our name from Power Direct, Inc., to 2UOnline.com, Inc. by filing a
Certificate of Amendment to our Certificate of Incorporation on January 31,
2000. We also changed our trading symbol from "PWDR" to "TWOU" in order to
reflect our decision to shift our focus from oil and gas production to Internet-
related activities. Our symbol was then changed to "TWOUE".  On or about April
18, 2000, we were removed from the Over-the-Counter Bulletin Board ("OTCBB") for
failure to comply with NASD Rule 6530, which requires any company listed on the
OTCBB to be current in its public reporting obligations pursuant to the
Securities and Exchange Act of 1934. The Company was re-instated on the OTCBB on
October 7, 2002 under the symbol "TWOU". Our most recent symbol is "TOUO".

We were originally incorporated to engage in any lawful act or activity for
which corporations may be organized under the General Corporation Law of
Delaware. We were inactive from September 13, 1993, through November 1998, when
we began the process of identifying potential business interests, including, but
not necessarily limited to, interests in oil and natural gas producing
properties.

Our Business. Our initial focus was on the development of oil and natural gas
properties.  In this regard, we purchased interests in two properties; one in
the United States and one in Canada. In or around December 1999, we decided to
review the focus of our business, primarily the direction we would take with our
various oil and gas projects. We decided that maintaining interests in oil and
gas producing properties should no longer be our focus. Due to the growth of the
Internet, we decided to pursue Internet-related activities. We determined that
Internet-related activities would provide a positive revenue stream sooner than
oil and gas producing activities.

Our Internet Activities. Online Casting Agency. In addition to the Internet
activities of our subsidiary, CardStakes.com, Inc. (described below), 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 casting portal will be delivered over the Internet using
Macromedia Flash Content. Web developers use Flash to create beautiful resizable
and extremely small and compact navigation interfaces, technical illustrations,
long-form animations and other dazzling effects for Web sites and other Web-
enabled devices. Graphics and animation created with Flash technology provide a
positive experience for the audience. We believe that Flash sites are more
attractive than those using traditional Web technologies. We also believe that
Flash technology offers a more compelling experience than static HTML. Web sites
designed in Flash playback full-screen on all monitor sizes and consistently
across multiple platforms making content interaction for Web users feel more
familiar.

The Talent Directory will give 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 will be able to
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. The revenue source will come exclusively from the subscription
fees paid by the aspiring professional.

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. To date, the project is substantially complete and we require funding in
order to effectively market the site. The launching of this project is dependant
on our ability to raise operating funds. If we are not able to raise operating
funds, we will not be able to effectively launch the website portal. To date, we
have not been able to raise the operating funds and as as such, the project has
not been launched.

Cardstakes.com, Inc. websites

On April 28,1999, we entered into a licensing agreement with Compte De Sierge
Accommodative Corp., a Panama corporation, whereby we acquired the worldwide
right to utilize their Greeting Card software on the CardStakes.com website in
exchange for 6,000,000 shares of our stock. Once operational, customers of
CardStakes.com will be able to send animated, personally customized, virtual
cards over the Internet for free with or without a purchase from one of our
websites (described below).  The greeting card will contain a scratch and win
ticket that offers discounts and/or coupons.  The recipient will have 30 days,
from the date sent, to view and review his/her card as many times as they wish.
After the initial 30 day period, the card will be deleted unless the recipient
becomes a member of the Cardstakes.com website prior to the 30th day. Membership
on the CardStakes.com website is free. Cardstakes.com will rely on advertising
on its website to generate revenue. CardStakes.com has not entered into any
advertising relationships as its website is not yet operational. CardStakes.com
anticipates that it will begin selling advertising space on its website shortly
after the website becomes operational.

Our URL's. A Universal Resources Locator ("URL") is the address of a page on the
World Wide Web. Every web page has an URL that identifies it, and which provides
enough information for a computer connected to the Internet to locate it. In
order to participate in the rapidly growing and lucrative business of the
Internet and because we believe that certain URL's have value, we entered into
the following URL purchase agreements to eventually create a network of internet
locations:

On July 15, 1999, we purchased superstakes.com, supercard.com, and
chinastakes.net from J&S Overseas Holdings in exchange for cash and warrants.

On September 1, 1999, we purchased e-cardlotto.net and cardlotto.net from Holm
Investment Ltd, a Canadian corporation in exchange for warrants.

On November 19, 1999, we purchased thankyou2u.com, homeaccents2u.com, and
necessities2u.com from May Joan Liu in exchange for shares of our common stock.

On November 24, 1999, we purchased gaming2u.com, weddings2u.com,
essentials2u.com, and theorient2u.com from CardTek (International) Holdings
Ltd., a Gibraltar corporation, in exchange for shares of our common stock.

On November 25, 1999, we purchased things2u.com and arrangements2u.com from
Richard Angelo Holmes in exchange for shares of our common stock.

On November 25, 1999, we purchased website2u.com and gourmet2u.com from
Cybermall Consulting Services Ltd., a Bahamian corporation in exchange for
shares of our common stock.

As of December 31, 2002, these websites had generated no revenues and we wrote
down the carrying value ($35,189) of these intangible assets to a nominal value
of $1, due to uncertainty of realization.

Our Websites. We have various planned websites which are not yet operational. We
plan to utilize the URL's we purchased to establish various websites. We
anticipate that our websites, once fully developed, will offer products such as
jewels, flowers, chocolates and original art. We anticipate that revenue will be
generated from the sale of products at our websites.

Since neither CardStakes' websites nor ours are operational, we are not earning
revenues or currently offering or selling any products over our websites. We
anticipate that the websites will be operational after the updates are completed
and we are able to acquire another merchant account and secure additional
funding.  Until we are able to acquire another merchant account (there is no
guarantee that we will be able to acquire another merchant account), our
websites and the Cardstakes.com website will remain down.


Investment in Iceberg Brands Corporation

Iceberg Brands Corporation (formerly Precise Life Sciences Ltd.) Iceberg Brands
Corporation was formed under the laws of the State of Nevada on November 29,
1983 under the General Corporation Law of Nevada. Iceberg Brands Corporation
presently owns small interests in oil and gas properties located in Wyoming and
California. Iceberg Brands Corporation recently changed its name from Precise
Life Sciences Ltd. in recognition that it will pursue business opportunities in
the field of quick service restaurants. Iceberg Brands Corporation is a public
company that trades on the NASD OTCBB under the symbol "IBGB".

During the fourth quarter of 2002, Iceberg issued shares of its common stock
from treasury resulting in a significant reduction of the Company's equity
interest in Iceberg to approximately 4%.  As a result of the significant
reduction of the Company's interest in Iceberg, the Company has reclassified its
investment in Iceberg from an equity investment to available-for-sale securities
whereby its investment is carried at the stated market value.  As at June 30,
2003, the Company owns 457,404 shares of Iceberg Brands Corporation. The
President and a Director of the Company is the Secretary and a Director of
Iceberg

Proposed Acquisition of  Biozone Laboratories, Inc.

On April 22, 2003, the Company signed a memorandum of understanding to acquire
Biozone Laboratories, Inc., of Pittsburg, California, an integrated specialty
pharmaceutical company focused on innovative methods of drug delivery.  For the
past 13 years, BioZone has produced and manufactured technologically-advanced
brand name and generic pharmaceutical products using its proprietary
technologies.

- The general terms of the agreement are as follows:

1.      Pursuant to a definitive agreement being in place and the completion of
an audit of the financial statements of Biozone, the Company will issue
19,000,000 restricted shares of common stock to Biozone in exchange for 100%,
but not less 91%, of Biozone. In addition, another 13,500,000 restricted shares
of common stock will be issued to Biozone upon certain sales benchmarks being
met.

2.      Pursuant to a definitive agreement being in place, the Company has
agreed to pay $500,000 to Biozone and raise up to $1,500,000 over certain time
periods to fund the development of Biozone.

At present, there is not yet a definitive agreement in place and the Company
continues to perform its due diligence.  The acquisition, if completed, will
be subject to shareholder approval.

Our Subsidiary- CardStakes.com, Inc.  Our subsidiary, Cardstakes.com, Inc. was
relatively inactive during the six months ending June 30, 2003, except for the
maintenance required to its websites described above.

Our Subsidiary - PD Oil & Gas, Inc.  Our subsidiary, PD Oil & Gas, Inc., was
inactive during the six months ending June 30, 2003.

Our Subsidiary - CardStakes.com Enterprises Ltd.  Our subsidiary, CardStakes.com
Enterprises Ltd., was inactive during the six months ending June 30, 2003.

Liquidity and Capital Resources.

For the six months ended June 30, 2003, we had total assets of $289,100
including $350 in taxes recoverable and other receivables, $22,870 in available
for sale securities (see Iceberg Brands Corporation above), and $144,500 as the
current portion of $253,798 in prepaid service contracts. We also held $12,081
in depreciated furniture and equipment and $1 for other intangible assets (see
URL's above). The cash and equivalents constitute our present sources of
liquidity. At June 30, 2003, we had total current liabilities of $390,075 of
which $276 was represented by a bank overdraft, $120,651 was accounts payable
and accrued liabilities and $269,148 was due to related parties. At June 30,
2003, we had $167,720 in current assets and $390,075 in total current
liabilities. At June 30, 2003, current liabilities exceeded current assets by
$222,355.

We are not aware of any trends, demands, commitments or uncertainties that will
result in our liquidity decreasing or increasing in any material way, except for
the proposed acquisition of Biozone Laboratories, Inc.(see above), if completed.
We do not believe that our available cash is sufficient to pay our day-to-day
expenditures, therefore, we rely on management to provide the necessary funds to
pay these day-to-day expenditures. We have one other external source of
liquidity, that being the sale of our common stock.

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 second quarter ending June 30, 2003, we had $239,183 in
general and administrative expenses including, but not limited to, expenses for
consulting fees, management fees, investor relations and office and general
expenses.  Our operating expenses for the corresponding period in 2002 were
$44,371. The increase in operating expenses was primarily due to an increase in
consulting fees. Net losses from operations for the second quarter ending June
30, 2003, were $319,583, being the general and administrative expenses and stock
based compensation. Our net loss for the corresponding period in 2002 was
$133,914. The increase in loss for the second quarter ending June 30, 2003
compared to the second quarter ending June 30, 2002 was primarily due to the
increase in consulting fees and stock based compensation. We have incurred net
losses of $8,723,511 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.  Since
neither CardStakes' websites nor ours are operational, we are not earning
revenues or currently offering or selling any products over our websites. We
anticipate that the websites will be operational after the updates are completed
and we are able to acquire a merchant account. Until we are able to acquire
another merchant account, our websites and the Cardstakes.com website will
likely remain down.

We will require additional cash to implement our business strategies, and for
payment of increased operating expenses and our monthly rent of $2,050.00. 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 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 Controls and Procedures

(a) Within 90 days prior to the filing date of this report, with the
participation of the Company's management, the Company's President and Chief
Executive Officer and Vice President - Finance and Chief Financial Officer,
evaluated the effectiveness of the Company's disclosure controls and procedures
in accordance with Rule 13a-14 of the Securities Exchange Act of 1934 (the
"Exchange Act"). Based upon that evaluation, the President and Chief Executive
Officer and Vice President - Finance and Chief Financial Officer concluded that
the Company's disclosure controls and procedures are effective in providing
reasonable assurance that information required to be disclosed by the Company in
reports that it files under the Exchange Act is recorded, processed, summarized
and reported within the time period specified in the Commission's rules and
procedures.

(b) Changes in Internal Controls. There were no significant changes in the
Company's internal controls or in other factors that could significantly affect
these controls subsequent to the date of the evaluation.


PART II - OTHER INFORMATION

Item 1. Legal Proceedings.
None.

Item 2. Changes in Securities.

On January 21, 2003, the Company filed a Registration Statement on Form S-8 to
cover 2,000,000 shares of post-reverse split shares, par value $0.001 per share
to be issued pursuant to the Company's 2003 Stock Incentive and Option Plan. The
Company granted options to acquire a total of 2,000,000 post-reverse split
shares of common stock at a price of $.06 per share.  During the second quarter
ended June 30, 2003, the Company issued a total of 1,780,000 shares of common
stock at a price of $.06 per share for proceeds of $106,800 as follows:

  April 14, 2003     200,000 shares
  May 2, 2003        980,000 shares
  May 6, 2003        250,000 shares
  May 16, 2003       200,000 shares
  May 27, 2003       (250,000) shares (cancellation of May 6, 2003 issue)
  May 30, 2003       400,000 shares

On June 09, 2003, the Company filed a Registration Statement on Form S-8 to
cover 3,000,000 shares of common stock, par value $0.0001 per share to be issued
pursuant to the Company's 2003 Stock Incentive and Option Plan. During the
second quarter ended June 30, 2003, the Company issued a total of 1,075,000
shares of common stock at a price of $.07 per share for proceeds of $75,250 as
follows:

  June 11, 2003      875,000 shares
  June 23, 2003      100,000 shares
  June 26, 2003      100,000 shares

Item 3.  Defaults Upon Senior Securities

None.

Item 4.  Submission of Matters to Vote of Security Holders

None

Item 5.  Other Information

A. Security Ownership of Management


<table>
<caption>

                  <c>                             <c>                     <c>

Name of              Address of                      Amount of Shares        % of Outstanding
Beneficial Holder    Beneficial  Holder              Beneficially Owned      Common Stock
---------------------------------------------------------------------------------------------
Robert Waters        2025-1388 W. Georgia St               50,000                  0.43%
                     Vancouver, BC V7T 1A8

Robert Klein         4540 Woodgreen Place                  50,000                  0.43%
                     West Vancouver, BC V7S 2S6


</table>

Directors' Compensation.  During the second quarter ended June 30, 2003, the
Company incurred $Nil in management fees to directors.

Stock Based Compensation. During the second quarter ending June 30, 2003,
$80,400 in stock based compensation was recorded in our financial statements.
Stock based compensation is an estimate of the intrinsic value placed in respect
to stock options granted to officers, directors, employees and an estimate of
the fair value of stock options granted to consultants using the Black-Sholes
option pricing model We do expect further stock based compensation in 2003.

Change in Executive Officer

On June 24, 2003 the company accepted the resignation of Ferdinand Marehard as
Secretary, Treasurer and Director and the appointment of Robert Waters as
Secretary and Treasurer.

B. Security Ownership of Certain Beneficial Holders of ten percent or more

<table>
<caption>

                  <c>                            <c>                      <c>

Name of              Address of                      Amount of Shares        % of Outstanding
Beneficial Holder    Beneficial  Holder              Beneficially Owned      Common Stock
---------------------------------------------------------------------------------------------
Common Stock         CEDE & Co. (1)
                    The Depository Trust Co.
                    P.O. Box 222 Bowling Green Station
                    New York, New York 10274               7,939,219             68.097 %

(1) According to the NOBO List, there are no holders of more than 10% of our
issued and outstanding shares.

</table>


C. Certain Relationships and Related Party Transactions


During the six months ended June 30, 2003, the Company issued 100,000 shares to
two directors for outstanding management fees totaling $10,000.

During the six months ended June 30, 2003, companies controlled by a significant
shareholder earned $52,666 (2002 - $29,750) pursuant to an investment banking
services contracts .

During the six months ended June 30, 2003, a company controlled by an employee
earned $4,166 (2002 - $Nil) pursuant to an investor relations services
contracts.

In January 2003 the Company issued a total of 2,500,000 common shares to
employees and consultants in settlement of outstanding management and consulting
fees totaling $100,000.  Of the 2,500,000 common shares issued, 830,000 were
issued to two significant shareholders and 320,000 were issued to two employees
for consulting services. The fair value of the shares issued exceeded the
outstanding debts by an amount of $50,000, which has been recorded as a loss on
settlement of debt.

At June 30, 2003 a total of $182,514 (2002 - $167,016) is owing to Iceberg
Brands Corporation for cash advances.  These advances are non-interest bearing
and are being repaid periodically from the sale of securities held by
2Uonline.com, Inc.

At June 30, 2003, a total of $24,407 is owing to two shareholders for cash
advances.  This amount is non-interest bearing and has no specific terms of
repayment.

During the six months ended June 30, 2003, the Company incurred expenses for
office rent of $8,532 (2002 - $8,047) and management fees of $12,000 (2002 -
$12,000) to a Company controlled by an employee.  At June 30, 2003,  $62,227 is
owing to this company controlled by an employee. This amount is non-interest
bearing and has no specific terms of repayment.

D. Subsequent Events

Subsequent to June 30, 2003, a total of 1,125,000 shares of common stock were
issued at a price of $.07 per share for proceeds of $78,750 on to the exercise
of stock options .

E. 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:

                     June 30, 2003  December 31, 2002  December 31, 2001
                   -----------------------------------------------------
Property and
Cash Equivalents         <$276.00>        $1.00           $5,607.00

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.


Item 6.  Exhibits and Reports on Form 8-K

Index to Exhibits

(i)     Exhibits

Exhibit 99.1 - Section 906- Certification of Periodic
               Report of the Chief Executive Officer.

Exhibit 99.2 - Section 906- Certification of Periodic
               Report of the Chief Financial Officer.

(ii)      Reports on Form 8-K:

A.  Our Form 8-K filed June 24, 2003 announcing the resignation of Ferdinand
    Marehard as Secretary, Treasurer and Director and the appointment of Robert
    Waters as Secretary and Treasurer.


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 August 19, 2003.

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

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

CERTIFICATION OF PERIODIC REPORT

I, Robert Klein, President and Chief Executive Officer of 2Uonline.com, Inc, a
Delaware Corporation (the "Company"), certify, pursuant to Section 302 of the
Sarbanes- Oxley Act of 2002, 18 U.S.C. Section 1350, that:

1.      I have reviewed this quarterly report on Form 10-QSB for the period
ended June 30, 2003 of 2UONLINE.COM, INC.;

2.      Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3.      Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.      The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a - 14 and 15d - 14) for the registrant and we have:

        a.   designed such disclosure controls and procedures to ensure that
        material information relating to the registrant, including its
        consolidated subsidiaries, is made known to us by others within those
        entities, particularly during the period in which this quarterly report
        is being prepared;

        b.   evaluated the effectiveness of the registrant's disclosure
        controls and procedures as of a date within 90 days prior to the filing
        date of this quarterly report (the "Evaluation Date"); and

        c.    presented in this quarterly report our conclusions about the
        effectiveness of the disclosure controls and procedures based on our
        evaluation as of the Evaluation Date;

5.      The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

        a.      All significant deficiencies in the design or operation of
        internal controls which could adversely affect the registrant's ability
        to record, process, summarize and report financial data and have
        identified for the registrant's auditors any material weaknesses in
        internal controls; and

        b.      Any fraud, whether or not material, that involves management or
        other employees who have a significant role in the registrant's internal
        controls; and

6.      The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: August 19, 2003


  /s/ Robert Klein
---------------
   Robert Klein
   President and Chief Executive Officer




CERTIFICATION OF PERIODIC REPORT

I, Robert Waters, President and Chief Financial Officer of 2Uonline.com, Inc, a
Delaware Corporation (the "Company"), certify, pursuant to Section 302 of the
Sarbanes- Oxley Act of 2002, 18 U.S.C. Section 1350, that:

1.      I have reviewed this quarterly report on Form 10-QSB for the period
ended June 30, 2003 of 2UONLINE.COM, INC.;

2.      Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3.      Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.      The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a - 14 and 15d - 14) for the registrant and we have:

        a.      designed such disclosure controls and procedures to ensure that
        material information relating to the registrant, including its
        consolidated subsidiaries, is made known to us by others within those
        entities, particularly during the period in which this quarterly report
        is being prepared;

        b.      evaluated the effectiveness of the registrant's disclosure
        controls and procedures as of a date within 90 days prior to the filing
        date of this quarterly report (the "Evaluation Date"); and

        c.      presented in this quarterly report our conclusions about the
        effectiveness of the disclosure controls and procedures based on our
        evaluation as of the Evaluation Date;

5.      The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

        a.      All significant deficiencies in the design or operation of
        internal controls which could adversely affect the registrant's ability
        to record, process, summarize and report financial data and have
        identified for the registrant's auditors any material weaknesses in
        internal controls; and

        b.      Any fraud, whether or not material, that involves management or
        other employees who have a significant role in the registrant's internal
        controls; and

6.      The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: August 19, 2003

  /s/ Robert Waters
  --------------
  Robert Waters
  Director and Chief Financial Officer