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, 2001


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:
                        ------------

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

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

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


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



                      APPLICABLE ONLY TO CORPORATE ISSUERS

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






                                       1
<PAGE>







ITEM 1.  Financial Statements





                               2U ONLINE.COM, INC.

                          (formerly Power Direct, Inc.)
                          (A Development Stage Company)

                    INTERM CONSOLIDATED FINANCIAL STATEMENTS

                                  June 30, 2001

                                   (Unaudited)








CONSOLIDATED BALANCE SHEETS

CONSOLIDATED STATEMENTS OF OPERATIONS

CONSOLIDATED STATEMENTS OF CASH FLOWS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





                                       2
<PAGE>





                               2U ONLINE.COM, INC.
                          (formerly Power Direct, Inc.)
                          (A Development Stage Company)

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
<S>                                                                                   <C>             <C>
                                                                                    June 30,        December
                                                                                      2001          31, 2000
----------------------------------------------------------------------------- ---------------- -----------------
                                                                                  (Unaudited)
                                     ASSETS
CURRENT ASSETS
    Cash                                                                       $        4,156   $         9,121
    Taxes recoverable                                                                   3,158               741
    Accounts Receivable                                                                 1,980                 -
    Prepaids and deposits                                                                                     -
                                                                                        2,500
    Due from related parties                                                            2,000             2,000
    Current Portion of Service Contracts (Note 4)                                     146,271           208,248
----------------------------------------------------------------------------- ---------------- -----------------
                                                                                      160,005           220,110
----------------------------------------------------------------------------- ---------------- -----------------

INVESTMENT IN ASDAR GROUP (Note 3)                                                  1,537,174         1,744,868
SERVICE CONTRACTS (Note 4)                                                            153,710           195,858
FURNITURE AND EQUIPMENT, net of depreciation                                           24,311            25,125
WEBSITE DEVELOPMENT COSTS                                                             126,876           126,876
OTHER INTANGIBLE ASSETS                                                                35,189            35,189
----------------------------------------------------------------------------- ---------------- -----------------
                                                                               $    2,037,325   $     2,348,026
============================================================================= ================ =================


                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable and accrued liabilities                                    $                $       103,812
                                                                                      100,116
   Loans payable                                                                                         30,000
                                                                                       30,000
     Due to Related Parties (Note 6)                                                  137,325            14,616
----------------------------------------------------------------------------- ---------------- -----------------
                                                                                      267,441           148,428
----------------------------------------------------------------------------- ---------------- -----------------

STOCKHOLDERS' EQUITY
   Common stock, $.0001 par value, 100,000,000 shares authorized                        3,160             3,160
      2001 - 31,597,500, 2000 - 31,597,500 issued and outstanding
   Additional paid-in capital                                                       7,979,513         7,979,513
   Deficit accumulated during the development stage                                (6,212,789)       (5,783,075)
----------------------------------------------------------------------------- ---------------- -----------------

                                                                                    1,769,884         2,199,598
----------------------------------------------------------------------------- ---------------- -----------------

                                                                               $    2,037,325   $     2,348,026
============================================================================= ================ =================
CONTINGENCIES (Note 1)
</TABLE>




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



                                       3
<PAGE>




                               2U ONLINE.COM, INC.
                          (formerly Power Direct, Inc.)
                          (A Development Stage Company)

                  INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                                                  September
                                                                                                                   13, 1993
                                                  Three Months    Three Months     Six Months      Six Months    (Inception)
                                                  ended June      ended June 30,   ended June      ended June    to June 30,
                                                   30, 2000           2001          30, 2000        30, 2001         2001
------------------------------------------------ -------------- ----------------- -------------- --------------- --------------
<S>                                                   <C>              <C>             <C>             <C>             <C>
REVENUES
Processing Fees                                   $     74,305   $             -   $    116,591   $           -   $     98,425
Sale of Oil & Gas Interest                                   -                 -              -               -         47,501
Interest Income                                              -                84              -           1,222          2,864
------------------------------------------------ -------------- ----------------- -------------- --------------- --------------
                                                        74,305                84                          1,222        148,790
------------------------------------------------ -------------- ----------------- -------------- --------------- --------------

GENERAL AND ADMINISTRATIVE EXPENSES
Advertising and marketing                                3,047                 -          7,923               -         55,305
Depreciation                                             2,030              1941          3,625           4,008         16,682
Consulting fees                                         18,086            15,718         61,977          30,593        741,267
Investor relations                                      52,062            37,187        122,770          74,375        262,499
Management fees                                         15,167             6,000         27,237          12,000        286,654
Office and general                                      11,344            15,662         64,206          39,000        194,595
Professional fees                                       46,293            14,653         75,986          21,738        224,156
Stock based compensation                                     -                 -              -               -        253,669
Travel and accommodation                                12,841             2,223         26,475          10,904        142,867
Website Development Costs                                    -                 -              -            1243        220,049
Wages and benefits                                      15,166            13,512         27,237          29,221        100,881
Write-down of URL acquisition costs                          -                 -              -               -        662,646
Write-down of URLs                                           -                 -              -               -        961,358
Write-down of technology license                             -                 -              -               -      2,055,938
Write-off of other assets                                    -                 -              -               -        145,186
------------------------------------------------ -------------- ----------------- -------------- --------------- --------------
                                                       176,036           106,896        417,436         223,243      6,323,753
------------------------------------------------ -------------- ----------------- -------------- --------------- --------------

LOSS BEFORE THE FOLLOWING                             (101,731)         (106,812)      (300,845)       (222,020)    (6,174,963)
EQUITY LOSS FROM AFFILIATED COMPANY                          -          (107,090)             -        (207,694)      (297,826)
MINORITY INTEREST IN LOSS FOR THE PERIOD                (6,864)                -         17,688               -        479,978
------------------------------------------------ -------------- ----------------- -------------- --------------- --------------

NET LOSS FOR THE PERIOD                           $   (108,595)  $      (213,902)  $  ( 283,157)  $    (429,714)  $ (5,992,811)
================================================ ============== ================= ============== =============== ==============

BASIC NET LOSS PER SHARE                          $    (0.0036)  $       (0.0068)  $    (0.0095)  $     (0.0136)
================================================ ============== ================= ============== =============== ==============

WEIGHTED AVERAGE COMMON SHARES     OUTSTANDING      29,811,644        31,597,500     29,811,644      31,597,500
================================================ ============== ================= ============== =============== ==============
</TABLE>





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

                                       4
<PAGE>









                               2U ONLINE.COM, INC.
                          (formerly Power Direct, Inc.)
                          (A Development Stage Company)

                  INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>
<S>                                                           <C>              <C>          <C>           <C>          <C>
                                                                                                                   September 13,
                                                            Three Months   Three Months  Six months   Six Months     1993
                                                            ended June     ended June    ended June   ended June  (Inception) to
                                                            30, 2000       30, 2001      30, 2000     30, 2001     June 30, 2001
---------------------------------------------------------- ------------- ------------- ------------ ------------ ---------------
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss for the period                                   $  (108,596)  $  (213,902)  $ (283,157)  $ (429,714)  $  (5,992,811)
  Adjustments to reconcile net loss to net cash
      from operating activities:
  - depreciation                                                  2,030         1,941        3,625        4,008          16,682
   - consulting fees paid for with common shares                      -        14,875            -       29,750         550,242
   - management fees paid for with common shares                      -             -            -            -         224,000
   - investors relations fees paid for with common shares        51,962        37,187       86,670       74,375         210,727
   - stock-based compensation                                         -             -            -            -         253,669
   - non-cash component of URL write-down                             -             -            -            -       1,179,004
   - write-down of technology license                                 -             -            -            -       2,055,938
   - equity loss from investment in securities                        -      (107,090)           -     (207,694)       (297,826)
   - minority interest in loss for the period                     6,864             -      (17,688)           -        (479,978)
---------------------------------------------------------- ------------- ------------- ------------ ------------ ---------------
                                                                (47,740)     (266,989)    (210,550)    (529,275)     (2,280,353)
   - net changes in working capital items                        47,133       215,233      171,844      404,795         794,498
---------------------------------------------------------- ------------- ------------- ------------ ------------ ---------------

CASH USED IN OPERATING ACTIVITIES                                  (587)      (51,756)     (38,706)    (124,480)     (1,485,855)
---------------------------------------------------------- ------------- ------------- ------------ ------------ ---------------
CASH FLOWS FROM INVESTING ACTIVITIES
    Deposit                                                           -             -            -            -         (75,000)
    Technology license                                                -             -            -            -        (135,938)
  Acquisition of furniture and equipment                         (5,739)            -       (9,301)      (3,194)        (44,277)
  Website development costs                                     (69,392)            -     (133,219)           -        (126,876)
    Other intangible assets                                           -             -            -            -          (5,189)
    Cash acquired in acquisition of Cardstakes.com, Inc.              -             -            -            -         210,000
---------------------------------------------------------- ------------- ------------- ------------ ------------ ---------------

CASH FLOWS FROM INVESTING ACTIVITIES                            (75,131)            -     (142,520)      (3,194)       (177,280)
---------------------------------------------------------- ------------- ------------- ------------ ------------ ---------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Disposition of furniture and equipment                             -             -       11,582            -          11,582
   Advances (to) from related party                                   -        41,799            -      122,709          65,709
  Net proceeds on sale of common stock                           25,000             -      282,500            -       1,590,000
---------------------------------------------------------- ------------- ------------- ------------ ------------ ---------------
CASH FLOWS FROM FINANCING ACTIVITIES                             25,000        41,799      294,082      122,709       1,667,291
---------------------------------------------------------- ------------- ------------- ------------ ------------ ---------------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                (50,718)       (9,957)     112,856       (4,965)          4,156

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                  229,309        14,113       65,735        9,121               -
---------------------------------------------------------- ------------- ------------- ------------ ------------ ---------------

CASH AND CASH EQUIVALENTS, END OF PERIOD                    $   178,591   $     4,156   $  178,591   $    4,156   $       4,156
========================================================== ============= ============= ============ ============ ===============
</TABLE>



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




                                       5
<PAGE>




                               2U ONLINE.COM, INC.
                          (formerly Power Direct, Inc.)
                          (A Development Stage Company)

               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

                                  JUNE 30, 2001
-------------------------------------------------------------------------------
                                   (Unaudited)


NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION
-------------------------------------------------------------------------------

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

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


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
-------------------------------------------------------------------------------

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

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

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

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

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

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





                                       6
<PAGE>




                               2U ONLINE.COM, INC.
                          (formerly Power Direct, Inc.)
                          (A Development Stage Company)

               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

                                  JUNE 30, 2001
-------------------------------------------------------------------------------
                                   (Unaudited)
-------------------------------------------------------------------------------


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


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

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

Net Loss per Common Share
Basic earnings per share includes no dilution and is computed by dividing income
available to common stockholders by the weighted average number of common shares
outstanding for the period. Dilutive earnings per share reflect the potential
dilution of securities that could share in the earnings of the Company. As of
June 30, 2001, there were 250,000 exercisable options and 1,520,000 common stock
warrants that can be converted into a total of 1,770,000 shares of common stock.
As these options and warrants would have an antidilutive effect on the
presentation of loss per share, a diluted loss per share calculation is not
presented.

Long-term Investments
The Company follows the equity method of accounting for its investments in
companies in which it owns more than 20% and less than 50% and over which it
exercises significant influence. Under this method, the Company includes its
share of the earnings or losses of these affiliated companies. The share of
losses for the six months ended June 30, 2001 amounted to $207,694.

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

In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement
No. 133, Accounting for Derivative Instruments and Hedging Activities ("SFAS
133"), which establishes accounting and reporting standards for derivative
instruments, including instruments embedded in other contracts, and hedging
activities. It requires that an entity recognize all derivatives; as either
assets or liabilities and measure those instruments at fair value. SFAS 133 is
effective for financial statements for fiscal years beginning after June 15,
1999. The Company does not expect that the implementation of this standard will
have a material impact on its financial statements.


NOTE 3 - INVESTMENT IN ASDAR GROUP
-------------------------------------------------------------------------------

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




                                       7
<PAGE>




                               2U ONLINE.COM, INC.
                          (formerly Power Direct, Inc.)
                          (A Development Stage Company)

               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

                                  JUNE 30, 2001
-------------------------------------------------------------------------------
                                   (Unaudited)

NOTE 4 - SERVICE CONTRACTS
-------------------------------------------------------------------------------

On January 28, 2000, the Company entered into an agreement with Bisell
Investments, Inc., with a 2-year term, whereby Bisell will provide investor
relations services to the Company (valued at $297,000) in exchange for 350,000
shares of the Company's common stock.

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

At June 30, 2001 the prepaid portion of the service contracts totaled $299,981.

NOTE 5 - CAPITAL STOCK
-------------------------------------------------------------------------------

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

In 1999 the Board of Directors authorized the grant of stock options to certain
officers, directors and consultants to purchase 1,250,000 common shares at a
price of $.25 per share to October 23, 2000 and 250,000 common shares at a price
of $.25 per share to April 23, 2001. As of March 31, 2001, no options had been
exercised or forfeited and 1,250,000 options had expired. In addition, warrants
are outstanding to purchase 610,000 common shares at a price of $.25 per share
to July 15, 2001 and 910,000 common shares at a price of $.25 per share to
November 15, 2001.

 With respect to stock options granted to employees, the following pro-forma
information is provided as required by SFAS No. 123 showing the results of
applying the fair value method using the Black-Scholes option pricing model
assuming a dividend yield of 0%, a risk-free interest rate of 5%, an expected
life of 1.5 years and an expected volatility of 126%.
<TABLE>
<CAPTION>
<S>                                                   <C>            <C>              <C>
                                                     2001            2000             1999
                                               -------------------------------------------------
         Net Loss                              $   429,714       $ 1,350,249     $    4,201,051
         Pro-forma stock based compensation              -                 -     $       45,483
                                               -------------------------------------------------

         Pro-forma net loss                    $   429,714       $ 1,350,249     $    4,246,534
                                               -------------------------------------------------

         Pro-forma basic net loss per share    $    0.0136       $    0.0440     $       0.2493
                                               =================================================
</TABLE>


NOTE 6 - RELATED PARTY TRANSACTIONS
-------------------------------------------------------------------------------

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

During the six months ended June 30, 2001, a company controlled by a significant
shareholder received $15,628 as reimbursement of expenses incurred on behalf of
the Company and earned $29,750 pursuant to an investment banking services
contract (note 4).

At June 30, 2001 a total of $2,000 is due from an officer of the Company.

At June 30, 2001 a total of $130,722 is owing to Asdar Group and $6,603 to a
significant shareholder for cash advances. These advances are non-interest
bearing and without specific terms of repayment.





                                       8
<PAGE>





                               2U ONLINE.COM, INC.
                          (formerly Power Direct, Inc.)
                          (A Development Stage Company)

               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

                                  JUNE 30, 2001
-------------------------------------------------------------------------------
                                   (Unaudited)
-------------------------------------------------------------------------------


NOTE 7 - COMMITMENTS AND CONTINGENCIES
-------------------------------------------------------------------------------

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

Concentration of Credit Risk
The Company invests its cash and certificates of deposit primarily in deposits
with major banks. Certain deposits, at times, are in excess of federally insured
limits. The Company has not incurred losses related to its cash.



                                       9
<PAGE>



ITEM 2.           Plan of Operation

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

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

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

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

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

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

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




                                       10
<PAGE>




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

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

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

To fulfill the requirements of this project 2U.Online.com has plans to contract
out our in-house development team to provide the necessary programming and
database design skills needed during the development phase. Once development of
this project has been completed we will be providing the client with web
hosting, e-mail and any necessary technical support services needed for
day-to-day operations of the site.


Our Subsidiary--CardStakes.com,  Inc. Our subsidiary,  Cardstakes.com,  Inc. was
relatively  inactive  during the quarter  ending June 30,  2001,  except for the
maintenance required to its websites.

Our  Subsidiary - PD Oil & Gas, Inc. Our  subsidiary,  PD Oil & Gas,  Inc.,  was
inactive during the quarter ending June 30, 2001.

Our Subsidiary - CardStakes.com Enterprises Ltd. Our subsidiary,  CardStakes.com
Enterprises Ltd., was inactive during the quarter ending June 30, 2001.


Liquidity and Capital Resources. For the quarter ended June 30, 2001, we had
total assets of $2,037,325 including cash resources of $4,156 taxes recoverable
of $3,158, $1,980 in accounts receivable, $2,500 in prepaid expenses,$2,000 due
from a related party, and $146,271 represented by the current portion of service
contracts. We also had $1,537,174 which is represented by an investment in Asdar
Group, $153,710 for service contracts, $126,876 for website development costs
and $35,189 for other intangible assets. The cash and equivalents constitute our
present sources of liquidity.




                                       11
<PAGE>




At June 30, 2001, we had current liabilities of $267,441 of which $100,116 was
represented by accounts payable and accrued liabilities, $30,000 represented by
a loan payable and $137,325 due to related parties. At June 30, 2001, we had
$160,005 in current assets. At June 30, 2001, current liabilities exceeded
current assets by $107,436.

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


Results of Operations. We have not yet realized any significant revenue from
operations. For the quarter ending June 30, 2001, we had $106,896 in general and
administrative expenses including, but not limited to, expenses for consulting
fees, investor relations and office and general expenses. Net losses from
operations for the quarter ending June 30, 2001, were $213,902. This figure
includes a $107,090 equity loss from Asdar Group using the equity method of
accounting. We have suffered net losses of $6,174,963 since our inception on
September 13, 1993.


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

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

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





                                       12
<PAGE>




ITEM 3.  Description of Property.

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

<TABLE>
<CAPTION>
<S>                                         <C>                     <C>                 <C>
----------------------------------- ---------------------- ---------------------- ----------------
Property and Cash Equivalents       December 31, 1999      December 31, 2000      June 30, 2001
----------------------------------- ---------------------- ---------------------- ----------------
Total                               $65,735.00             $9,121.00              $4,156.00
----------------------------------- ---------------------- ---------------------- ----------------
</TABLE>


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



                          PART II -- OTHER INFORMATION

Item 1. Legal Proceedings.
--------------------------

On June 13, 2000, a lawsuit was filed and served on James E. Slayton, Carolyn
Slayton, and Dianne Bennitt as co-defendants. In the complaint, the Company
alleged the Defendant's committed professional malpractice in that they
negligently prepared our financial statements and failed to adequately respond
to comments by the Securities and Exchange Commission. However, on May 4, 2001,
we dismissed the lawsuit without prejudice, reserving our right to re-file when,
and if, we feel it is appropriate.

Item 2. Changes in Securities.
------------------------------

None.

Item 3.  Defaults Upon Senior Securities
----------------------------------------

None.

Item 4.  Submission of Matters to Vote of Security Holders
----------------------------------------------------------

None.

Item 5.  Other Information
--------------------------

None.

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

None.





                                       13
<PAGE>



                                   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 October 3, 2001.

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

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