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

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

                                  FORM 10-QSB/A

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                       OF THE SECURITIES EXCHANGE ACT OF
                      1934 FOR THE QUARTERLY PERIOD ENDED
                               MARCH 31,2003


               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 March 31, 2003, there were
8,804,750 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

                                 March 31, 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>
                                                       March  31, 2003       December 31, 2002
                                                      ------------------      -----------------
ASSETS
CURRENT ASSETS
        Cash                                               $     126            $        1
        Taxes recoverable                                        696                   233
        Available for sale securities                         41,166                68,611
        Current portion of prepaid Service Contract(Note 3)  144,500                59,500
                                                             -------                ------
                                                             186,488               128,345

PREPAID SERVICE CONTRACTS (Note 3)                           141,882                64,464
FURNITURE AND EQUIPMENT, net of depreciation                  13,146                14,212
OTHER INTANGIBLE ASSETS                                            1                     1
                                                            ---------            ----------
                                                           $ 341,517             $ 207,022
                                                            =========            ==========

CURRENT LIABILITIES
        Accounts payable and accrued liabilities           $ 120,067             $ 122,844
        Due to related parties (Note6)                       246,995               220,412
                                                            ---------             ---------
                                                           $ 367,062               343,256
                                                            =========             =========
GOING CONCERN (Note 1)

                   STOCKHOLDERS' EQUITY (CAPITAL DEFICIENCY)

CAPITAL STOCK (Note 4)
        Common stock, $.0001 par value, 100,000,000
         shares authorized                                      4,531                4,055
        4,054,750 post reverse-split
        (2001 - 3,159,750 post reverse-split)
        shares issued and outstanding
        Additional paid-in capital                          8,614,443            8,157,618
        Deficit accumulated during the development stage   (8,623,906)          (8,304,739)
        Accumulated other comprehensive income                (20,613)               6,832
                                                           ------------          -----------
                                                              (25,545)            (136,234)

                                                           $  341,517          $   207,022
                                                           ===========          ============

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

</table>

<PAGE>F-1

<table>
<caption>

                                         <c>                      <c>                      <c>



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


                                                                                         September 13, 1993
                                          Three Months ended     Three Months ended        (inception) to
                                             March 31, 2003         March 31, 2001         March 31, 2003
                                           -----------------       -----------------     --------------------
REVENUES

        Processing Fees                     $       -              $         -           $      98,425
        Sale of Oil & Gas Interest                  -                        -                  47,501
        Interest Income                             -                        -                   2,927
                                            ------------            -----------          -------------
                                                    -                        -                148,853

GENERAL AND ADMINISTRATIVE EXPENSES
        Advertising and marketing                   -                        -                  55,305
        Consulting fees                       124,092                   14,875               1,045,792
     Loss on settlement of debt                50,000                        -                 139,500
        Depreciation                            1,066                    1,523                  27,848
        Investor relations                      7,292                   12,395                 356,557
        Management fees                       106,300                    6,000                 428,954
        Office and general                      9,363                   11,059                 267,410
        Professional fees                      16,613                      828                 293,829
        Stock-based compensation                    -                        -                 253,669
        Travel and accommodation                  382                        -                 144,231
        Wages and benefits                      4,059                      314                 113,155
        Website development costs                   -                        -                 345,682
        Write-down of URLs                     35,188                        -               1,659,192
        Write-down of technology license            -                        -               2,055,938
        Write-off of other assets                   -                        -                 145,186
                                            -----------              -----------         -------------
                                              319,167                  46,994               7,332,630

LOSS BEFORE THE FOLLOWING:                  (319,167)                 (46,994)             (6,954,910)
EQUITY LOSS FROM ICEBERG BRANDS CORP.              -                         -             (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                  $  (319,167)             $   (293,627)          $ (8,403,928)


BASIC NET LOSS PER SHARE                $      (0.03)             $      (0.09)

WEIGHTED AVERAGE COMMON SHARES
        OUTSTANDING                        8,112,527                 3,159,750



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,
                                                              Three Months ended      Three Months ended       1993 (inception)
                                                                     March 31,               March 31,           to March 31,
                                                                       2003                   2002                    2003
                                                                  ------------           ------------            ---------------
CASH FLOWS FROM OPERATING ACTIVITIES
        Net loss for the period                                $    (319,167)        $     (293,627)          $    (8,403,928)
        Adjustments to reconcile net loss to
         net cash from operating activities:
        depreciation                                                    1,066                  1,523                    27,848
        non-cash consulting fees                                      124,092                 14,875                   853,084
        loss on settlement of debt                                     50,000                      -                   139,500
        non-cash management fees                                       10,000                      -                   234,000
        non-cash investors relations fees                               7,292                 12,395                   304,785
        stock-based compensation                                       90,300                      -                   343,969
        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.                               -                264,365                 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)
                                                                  ------------            ------------              ------------
                                                                      (36,417)                 (469)                (1,883,585)
        net changes in working capital items                            9,707                   (41)                   275,633
                                                                  ------------            ------------              ------------
CASH USED IN OPERATING ACTIVITIES                                     (26,710)                 (510)                (1,607,952)
                                                                  ------------            ------------              ------------
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                                             -                      -                    (5,189)
        Proceeds from sale of shares of Iceberg Brands Corp.                -                 17,732                    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
        Net Advances (to) from third parties                           26,583                (12,031)                  110,685
        Net proceeds on sale of common stock                                -                      -                 1,590,000
                                                                 ------------           ------------              ------------
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES                         26,583                (12,031)                1,700,685
                                                                 ------------           ------------              ------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                        (127)                (5,191)                       126

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                             1                  5,607                         -
                                                                 ------------           ------------              ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                      $          126         $          416           $            126
                                                                 ============           ============              ============

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

Supplemental cash flow information:

During the quarter ended March 31, 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 quarter ended March 31, 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.

</table>
<PAGE>F-3
                              2U ONLINE.COM, INC.
                         (A DEVELOPMENT STAGE COMPANY)

               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 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 March 31, 2003 had a working capital deficiency of
$180,574.  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 three
months ended March 31, 2003 are not necessarily indicative of the results that
may be expected for the year ending December 31, 2003.

<PAGE>F-4

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 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.

<PAGE>F-5

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.

<PAGE>F-6

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.

<PAGE>F-7

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

Marketable Equity Securities, cont.

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.

<PAGE>F-8

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>

                                                  Three months ended    Three months ended
                                                   March 31, 2003        March 31, 2002
                                       --------------------------------------------------
Net income (loss) for the period        As reported  $  (319,167)       $  (293,627)
SFAS 123 compensation expense           Pro-forma       (29,700)              -
                                                      -------------    -------------
Net loss for the period                 Pro-forma       (348,867)       $  (293,627)
                                                      ============     ==============
Pro-forma basic net loss per share      Pro-forma    $     (0.04)       $     (0.09)
                                                      ============     =============
</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.

<PAGE>F-9

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.

<PAGE>F-10

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 March 31, 2003 the prepaid portion of the above described service contracts
totaled $286,382, 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.

<PAGE>F-11

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 totaling $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
totaling $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.

<PAGE>F-12

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%.

The fair value of the 495,000 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 10 years, a risk-free interest
rate of 3% and an expected volatility of 205%.

During the period, the Company issued 250,000 post-reverse stock split shares on
the exercise of 250,000 options.  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.  (See Note 6)


NOTE 5 - RELATED PARTY TRANSACTIONS

During the three months ended March 31, 2003, the Company issued 100,000 shares
to two directors for outstanding management fees totaling $10,000.

During the three months ended March 31, 2003, companies controlled by a
significant shareholder earned $26,333 pursuant to an investment banking
services contracts (See Note 3).

During the three months ended March 31, 2003, a company controlled by an
employee earned $2,083 pursuant to an investor relations  services contracts
(See Note 3).

<PAGE>F-13

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 March 31, 2003 a total of $181,719 (2002 - $169,410) 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 March 31, 2003, a total of $13,446 is owing to two shareholders for cash
advances.  This amount is non-interest bearing and has no specific terms of
repayment.

During the three months ended March 31, 2003, the Company incurred expenses for
office rent of $4,135 and management fees of $6,000 to a Company controlled by
an employee.  At March 31, 2003,  $65,276 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 March 31, 2003, a total of 1,430,000 shares of common stock were
issued at a price of $.06 per share on the exercise of incentive stock options.

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.      The Company will issue 19,000,000 restricted shares of common stock to
Biozone and its nominees 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 and its nominees 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.

<PAGE>F-14

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.

<PAGE>2

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.

<PAGE>3

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.

<PAGE>4

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:

<PAGE>5

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.

<PAGE>6

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 March 31,
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

Our Subsidiary- CardStakes.com, Inc.  Our subsidiary, Cardstakes.com, Inc. was
relatively inactive during the three months ending March 31, 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 three months ending March 31, 2003.

Our Subsidiary - CardStakes.com Enterprises Ltd.  Our subsidiary, CardStakes.com
Enterprises Ltd., was inactive during the three months ending March 31, 2003.

Liquidity and Capital Resources.

For the three months ended March 31, 2003, we had total assets of $341,517
including $126 in cash, $696 in taxes recoverable and other receivables, $44,166
in available for sale securities (see Iceberg Brands Corporation above), and
$144,500 represented by the current portion of prepaid service contracts.  We
also held $141,882 for prepaid service contracts, $13,146 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 March
31, 2003, we had total current liabilities of $367,062 of which $120,067 was
represented by accounts payable and accrued liabilities and $246,995 was due to
related parties. At March 31, 2003, we had $186,488 in current assets and
$367,062 in total current liabilities. At March 31, 2003, current liabilities
exceeded current assets by $108,574.

<PAGE>7

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 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 three
months ended March 31, 2003, we had $319,167 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 $46,994. The increase in
operating expenses was primarily due to an increase in consulting fees. Net
losses from operations for the three months ending March 31, 2003, were
$319,167, being the general and administrative expenses. Our net loss for the
corresponding period in 2002 was $293,627. The decrease in loss for the three
months ended March 31, 2003 compared to the three months ended March 31, 2002
was primarily due to the decrease in the equity loss from Iceberg Brands
Corporation, which is no longer accounted for using the equity method of
accounting. We have incurred net losses of $8,403,928 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.

<PAGE>8

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, other than the commitments described in
Item 5 (D) with respect to Biozone


Property held by the Company.

As of the dates specified in the following table, we held the following property
in the following amounts:

                 March 31, 2003      December 31, 2002     December 31, 2001
----------------------------------   -----------------    ----------------
Property and
Cash Equivalents   $126.00             $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.

<PAGE>9

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 10, 2003, the Company entered into an agreement with Compte de Sierge
Accomodative Corp., a private company, with a 2 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. (See Exhibit 10.1)

<PAGE>10

Also on January 10, 2003, the Company entered into an agreement with Y.E.N.N.
Asset Management, a private company controlled by a significant shareholder,
with a 2 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. . (See Exhibit 10.2)

Also on January 10, 2003, the Company entered into an agreement with Inter-
Orient Investments Ltd., a private company controlled by a significant
shareholder, with 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. .
(See Exhibit 10.3)

Also on January 10, 2003, the Company entered into an agreement with Asiatic
Management Consultants Ltd., a private company controlled by a significant
shareholder, with a 2 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. (See Exhibit 10.4)

<PAGE>11

Also on January 10, 2003, the Company entered into an agreement with HBK
Investment Services Ltd., a private company controlled by an employee, with 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. . (See Exhibit 10.5)


At March 31, 2003 the prepaid portion of the service contracts totaled $286,382,
of which $144,500 is current.

Also on January 10, 2003, the Company issued 100,000 restricted shares of the
Company's post-reverse split shares to two directors for services valued at
$10,000. (Robert Klein, 50,000 shares and Robert Waters, 50,000 shares).

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
shares 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 returned to treasury and cancelled.

On January 21, 2003, the Company issued 5,000,000 shares of post-reverse split
shares 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 re-acquired, returned to
treasury and cancelled.  The fair value of the 2,500,000 post-reverse split
shares that remained issued in settlement of services totaling $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.

<PAGE>12

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.  In February, the Company
issued 250,000 post-reverse split shares of common stock pursuant to the
exercise of stock options.  In March, 2003, an optionee failed to comply with
the Stock Option Agreement and as a result, 50,000 post-reverse split shares
were re-acquired, returned to treasury and cancelled.



ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         Not Applicable


ITEM 4.  SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

On January 2, 2003, the Company declared a one-for-ten stock split of all of the
outstanding common stock, without any change in par value for the shares of
common stock. Shareholder approval was obtained to effect the reverse stock
split and it 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 shares issued and outstanding.


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                  0.57%
                     Vancouver, BC V7T 1A8

Robert Klein         4540 Woodgreen Place                  50,000                  0.57%
                     West Vancouver, BC V7S 2S6


Directors' Compensation.
During the three months ended March 31, 2003, the Company issued 100,000 shares
to two directors (see above) for outstanding management fees totaling $10,000.

 Stock Based Compensation.
During the three months ended March 31, 2003, $90,300 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.

<PAGE>16

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


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             5,349,314              66.17 %
(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 three months ended March 31, 2003, the Company issued 100,000 shares
to two directors for outstanding management fees totaling $10,000.

 During the three months ended March 31, 2003, companies controlled by a
significant shareholder earned $26,333 pursuant to investment banking services
contracts.

During the three months ended March 31, 2003, a company controlled by an
employee earned $2,083 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.

<PAGE>17

At March 31, 2003 a total of $181,719 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 March 31, 2003, a total of $13,446 is owing to two shareholders for cash
advances. This amount is non-interest bearing and has no specific terms of
repayment. During the three months ended March 31, 2003, the Company incurred
expenses for office rent ($4,135) and management fees ($6,000) to a Company
controlled by an employee.

 At March 31, 2003,  $51,830 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 March 31, 2003,a total of 1,430,000 shares of common stock were
issued at a price of $.06 per share on to the exercise of stock options .

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.

<PAGE>18

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

Index to Exhibits

(i)   Exhibits No.     Descriptions
     -------------     --------------

*Exhibit 3.1  - Certificate of Amendment to Articles of Incorporation

*Exhibit 10.1 - Agreement between us and Compte de Sierge Accomodative Corp.

*Exhibit 10.2 - Agreement between us and Y.E.N.N. Asset Management Ltd.

*Exhibit 10.3 - Agreement between us and Inter-Orient Investments Ltd.

*Exhibit 10.4 - Agreement between us and Asiatic Management Consultants Ltd.

*Exhibit 10.5 - Agreement between us and HBK Investment Services Ltd.


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.

* Incorporated as reference from the original 10QSB filing for March 31,2003;
  file #0001091818-03-000164

(ii)      The following documents are incorporated by reference in this Form 10-
          QSB:


A.      Our Form 8-K filed January 9, 2003 announcing a ten for one reverse
stock split and change of CUSIP number and trading symbol.

B.      Our Form 8-K filed January 17, 2003 announcing the acquisition of Miss
Beverly Hills entity, subject to the seller providing 2UOnline.com, Inc. with
previously generated marketing materials, video, photographs and other
intellectual property and business items which will assist 2UOnline.com, Inc. in
operating the "Miss Beverly Hills" entity.

C.      Our Form 8-K filed February 5, 2003 announcing
the disposition of Miss Beverly Hills entity due to the failure of the seller to
provide the necessary information required to assist 2UOnline.com, Inc. in

<APGE>19

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, we
have duly caused this Registration Statement on Form 10-QSB/A to be signed on
our behalf by the undersigned; thereunto duly authorized, in the City of
Vancouver, British Columbia, Canada, on May 21, 2003.

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

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


CERTIFICATION

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 amended quarterly report on Form 10-QSB for the
period ended March 31, 2003 of 2UONLINE.COM, INC.;

2.      Based on my knowledge, this amended 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 amended quarterly report;

3.      Based on my knowledge, the financial statements, and other financial
information included in this amended 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 amended
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 amended 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 amended quarterly report (the "Evaluation Date"); and

        c.      presented in this amended 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
amended 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: May 21, 2003

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

<PAGE>20 =======================================

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 amended quarterly report on Form 10-QSB for the
period ended March 31, 2003 of 2UONLINE.COM, INC.;

2.      Based on my knowledge, this amended 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 amended quarterly report;

3.      Based on my knowledge, the financial statements, and other financial
information included in this amended 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 amended
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 amended 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 amended
quarterly report (the "Evaluation Date"); and

c.      presented in this amended 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
amended 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: May 21, 2003

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

<PAGE>21