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

                    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, 2002.


      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)

                       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           (Zip Code)
                  executive offices)

                                  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, 2002,  there
were 31,597,500 shares of the issuer's  $.0001 par value common stock issued and
outstanding.

THIS  REPORT ON FORM 10-Q IS FOR THE QUARTER ENDED SEPTEMBER 30, 2000,  HOWEVER,
THE  REPORT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IN  APRIL
2001.   TO  THE  EXTENT PRACTICABLE, THE DISCLOSURE CONTAINED  HEREIN  HAS  BEEN
PREPARED TO SPEAK AS OF SEPTEMBER 30, 2000.

                                     PART I

ITEM 1.   Financial Statements





                               2U ONLINE.COM, INC.

                          (A Development Stage Company)

                    INTERIM CONSOLIDATED FINANCIAL STATEMENTS

                                  June 30, 2002

                                   (Unaudited)




CONSOLIDATED BALANCE SHEETS

INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS





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

                           CONSOLIDATED BALANCE SHEETS

<table>
<caption>

                                                              <c>              <c>

                                                                    June 30,      December 31,
                                                                        2002              2001
                                                                 (unaudited)
                                     ASSETS
CURRENT ASSETS
    Cash                                                          $        -       $     5,607

    Taxes recoverable                                                    578               480
    Due from related party (Note 6)                                    2,000             2,000
    Current Portion of Prepaid Service Contracts (Note 4)             59,500            71,896
                                                                     -------         ---------

                                                                      62,038            79,983
                                                                     -------         ---------
INVESTMENT IN PRECISE LIFE SCIENCES LTD. (Note 3)                    390,000           764,344
PREPAID SERVICE CONTRACTS (Note 4)                                    94,215           123,964
FURNITURE AND EQUIPMENT, net of depreciation                          17,257            20,303
OTHER INTANGIBLE ASSETS                                               35,189            35,189
                                                                     -------         ---------
                                                                  $  598,739       $ 1,023,783
                                                                     =======         =========



                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
 Bank Overdraft                                                   $       40        $        -
 Accounts payable and accrued liabilities                            155,335           133,461

 Loans payable                                                             -             5,000
     Due to Related Parties (Note 6)                                 167,145           181,568
                                                                     -------         ---------
                                                                     322,520           320,029
                                                                     -------         ---------


STOCKHOLDERS' EQUITY (Note 5)
  Common  stock,  $.0001  par  value,  100,000,000                     3,160             3,160
shares authorized
      31,597,500  (2001 - 31,597,500)  issued  and
outstanding
 Additional paid-in capital                                        7,979,513         7,979,513
 Deficit accumulated during the development stage                 (7,706,454)       (7,278,919)
                                                                  ----------        ----------
                                                                     276,219           703,754
                                                                  ----------        ----------
                                                                  $  598,739       $ 1,023,783
                                                                  ==========        ==========

  CONTINGENCIES (Note 1)


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

</table>



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

                  INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)


<table>
<caption>

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

                                          Three Months  Three Months   Six Months    Six Months       September
                                           ended June    ended June    ended June    ended June       13, 1993
                                            30, 2002      30, 2001      30, 2002      30, 2001       (Inception)
                                                                                                     to June 30,
                                                                                                        2002
                                          -----------   ----------      --------     ---------       ----------
REVENUES
Processing Fees                            $        -   $        -    $        -    $        -     $     98,425

Sale of Oil & Gas Interest                                       -             -             -           47,501
                                                    -
Interest Income                                                 84             -         1,222            2,927
                                                    -
                                                    -           84             -         1,222          148,853

GENERAL AND ADMINISTRATIVE EXPENSES
Advertising and marketing                           -            -             -             -           55,305
Depreciation                                    1,522        1,941         3,045         4,008           23,736
Consulting fees                                14,875       15,718        29,750        30,593          802,450
Investor relations                                  -       37,187        12,395        74,375          349,265
Management fees                                 6,000        6,000        12,000        12,000          310,654
Office and general                             12,701       15,662        23,750        39,000          247,654
Professional fees                               8,148       14,653         8,976        21,738          267,227
Stock based compensation                            -            -             -             -          253,669
Travel and accommodation                            -        2,223             -        10,904          143,034
Website Development Costs                           -            -             -          1243          345,682
Wages and benefits                              1,125       13,512         1,439        29,221          107,096
Write-down of URLs                                  -            -             -             -        1,624,004
Write-down of technology license                    -            -             -             -        2,055,938
Write-off of other assets                           -            -             -             -          145,186
                                          -----------   ----------      --------     ---------       ----------
                                               44,371      106,896        91,355       223,243        6,730,900
                                          -----------   ----------      --------     ---------       ----------

LOSS BEFORE THE FOLLOWING                    (44,371)    (106,812)      (91,355)     (222,020)      (6,582,047)
EQUITY LOSS IN PRECISE LIFE SCIENCES        (168,379)    (107,090)     (660,516)     (207,694)      (1,708,743)
LTD.
DILUTION GAIN                                  78,836            -       324,336             -          324,336
MINORITY INTEREST IN LOSS                           -            -             -             -          479,978
                                          -----------   ----------      --------     ---------       ----------

NET LOSS FOR THE PERIOD                    $ (133,914)  $ (213,902)   $ (427,535)   $ (429,714)    $ (7,486,476)
                                          ===========   ==========      ========     =========       ==========

BASIC NET LOSS PER SHARE                   $  (0.00)  $     (0.01)   $    (0.01)   $    (0.01)
                                          ===========   ==========      ========     =========

WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING                                31,597,500   31,597,500    31,597,500    31,597,500
                                          ===========   ==========    ==========    ==========

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

</table>



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

                  INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)


<table>
<caption>

                                                    <c>              <c>                 <c>

                                                      Six Months ended   Six Months ended      September 13,
                                                         June 30, 2002      June 30, 2001   1993 (Inception)
                                                                                            to June 30, 2002
                                                      ----------------   ----------------   ----------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period                               $       (427,535)   $      (429,714)      $ (7,486,476)

Adjustments  to reconcile net loss  to  net  cash
from operating activities:
- depreciation                                                   3,045              4,008             23,736
   - non-cash consulting fees                                   29,750             29,750            609,742
   - non-cash management fees                                        -                  -            224,000
   - non-cash investor relation fees                            12,395             74,375            297,493
   - stock-based compensation                                        -                  -            253,669
   - non-cash component of URL write-down                            -                  -          1,179,004
   - write-down of technology license                                -                  -          2,055,938
   - write-off of website development costs                          -                  -            126,876
   - equity loss in Precise Life Sciences Ltd.                 660,516            207,694          1,708,743
   - dilution gain                                            (286,168)                 -           (286,168)
   - minority interest in loss for the period                        -                  -           (479,978)
                                                            ----------         ----------       ------------
                                                                (7,997)          (113,887)        (1,773,421)
   - net changes in working capital items                      (21,395)           (10,593)           217,954
                                                            ----------         ----------       ------------

CASH FLOWS USED IN OPERATING ACTIVITIES                        (29,392)          (124,480)        (1,555,467)
                                                            ----------         ----------       ------------

CASH FLOWS FROM INVESTING ACTIVITIES
    Deposit                                                          -                  -            (75,000)
    Technology license                                               -                  -           (135,938)
    Acquisition of furniture and equipment                           -            (3,194)            (44,278)
    Disposition of furniture and equipment                           -                  -             11,582
    Website development costs                                        -                  -           (126,876)
    Other intangible assets                                          -                  -             (5,189)
    Proceeds from sale of shares of Precise Life
     Sciences Ltd.                                              38,168                  -             60,597
    Cash acquired in acquisition of
     Cardstakes.com, Inc.                                            -                  -            210,000
                                                            ----------         ----------       ------------

CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES                  38,168             (3,194)          (105,102)
                                                            ----------         ----------       ------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Bank overdraft                                                   40                  -                 40
   Advances (to) from related party                            (14,423)                 -             70,529
   Net proceeds on sale of common stock                              -            122,709          1,590,000
                                                            ----------         ----------       ------------

CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES                 (14,383)           122,709          1,660,569
                                                            ----------         ----------       ------------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                (5,607)            (4,965)                 -
                                                            ----------         ----------       ------------

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                   5,607              9,121                  -
                                                            ----------         ----------       ------------

CASH AND CASH EQUIVALENTS, END OF PERIOD                    $        -       $      4,156        $         -
                                                            ==========         ==========       ============


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

</table>



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

               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

                                 JUNE 30, 2002
                                  (Unaudited)


NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION

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

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

Unaudited Interim Financial Statements

The  accompanying unaudited interim 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  has  been  no  material  changes  in  the
information  disclosed  in the notes to the financial statements  for  the  year
ended  December 31, 2001 included in the Company's Annual Report on Form  10-KSB
filed  with  the  Securities  and  Exchange Commission.  The  interim  unaudited
financial  statements  should  be  read  in  conjunction  with  those  financial
statements  included  in  the  Form 10-KSB. In the opinion  of  Management,  all
adjustments considered necessary for a fair presentation, consisting  solely  of
normal  recurring  adjustments, have been made. Operating results  for  the  six
months  ended  June 30, 2002 are not necessarily indicative of the results  that
may be expected for the year ending December 31, 2002.

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.

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 license fees and acquisition costs  of  Universal
Resource  Locators  ("URL's").    The  Company  has  adopted  the  provisions of
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.  SFAS 142 is  effective  for fiscal years beginning after December 15,
2001, with earlier adoption permitted.

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.


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

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.

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 Company does not expect SFAS 141 will have a material impact  on
the Company's financial position or results of operations.

NOTE 3 - INVESTMENT IN PRECISE LIFE SCIENCES LTD.

On  September 20, 2000, the Company entered into an Asset and Purchase Agreement
with  Asdar  Group  (now  Precise  Life Sciences  Ltd.),  a  Nevada  Corporation
("Precise").  Pursuant to the Agreement, Precise purchased all of the  Company's
title  and  interest  in  the  Wyoming Property.  In  exchange,  Precise  issued
5,000,000  shares of its common stock to the Company, representing approximately
a  48%  interest in Precise.  The President and a director of the Company  is  a
director  of  Precise.   In addition, a shareholder of the  Company  was  issued
475,000 shares of Precise's common stock as a finder's fee for services relating
to the agreement.  During the period the Company sold 119,961 of these shares of
Precise  for proceeds of $38,168.  Also during the period Precise issued  shares
of  its common stock resulting in the reduction of the Company's equity interest
in Precise from 36% to 20%.

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 agreed to provide investor
relations  services to the Company (valued at $297,500) in exchange for  350,000
shares  of the Company's common stock.  The agreement was terminated and a  stop
placed  on  the  shares.   The  Company intends  to  recover  these  shares  for
cancellation.

Also  on  January 28, 2000, the Company entered into an agreement with Palisades
Financial  Ltd., with a 5-year term, whereby Palisades will provide  investment-
banking  services  to the Company (valued at $297,500) in exchange  for  350,000
shares of the Company's common stock.  As at June 30,  2002,  $153,715  of  this
contract has been recorded as a prepaid expense, $59,500 of which is current.

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. To date, no options have been exercised or
forfeited  and 1,500,000 options have expired leaving no options outstanding  as
at  June  30, 2002.  During the period, warrants outstanding to purchase 140,000
common shares at a price of $.25 per share expired on July 15, 2002, leaving  no
warrants outstanding.

NOTE 6 - RELATED PARTY TRANSACTIONS

During the six months ended June 30, 2002, a company controlled by a significant
shareholder  earned $29,750 pursuant to an investment banking services  contract
(note 4).

At June 30, 2002 a total of $2,000 is due from an officer of the Company.

At  June 30, 2002 a total of $167,016 is owing to Precise Life Sciences Ltd. for
cash  advances.   These advances are non-interest bearing and are  being  repaid
periodically from the sale of securities held by 2Uonline.com, Inc.


ITEM 2.   Plan of Operation

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

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

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

We  changed our name from Power Direct, Inc., to 2UOnline.com, Inc. by filing  a
Certificate  of  Amendment to our Certificate of Incorporation  on  January  31,
2000.  We  also  changed our trading symbol from "PWDR" to "TWOU"  in  order  to
reflect our decision to shift our focus from oil and gas production to Internet-
related  activities. Our symbol has since been 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. We are currently listed on the Pink
Sheets maintained by the NASD under the symbol "TWOU".

We  were  originally incorporated to engage in any lawful act  or  activity  for
which  corporations  may  be  organized under the  General  Corporation  Law  of
Delaware. We were inactive from September 13, 1993, through November 1998,  when
we began the process of identifying potential business interests, including, but
not  necessarily  limited  to,  interests  in  oil  and  natural  gas  producing
properties.
Our  Business. Our initial focus was on the development of oil and  natural  gas
properties.   In this regard, we purchased interests in two properties;  one  in
the  United States and one in Canada. In or around December 1999, we decided  to
review the focus of our business, primarily the direction we would take with our
various  oil and gas projects. We decided that maintaining interests in oil  and
gas producing properties should no longer be our focus. Due to the growth of the
Internet,  we decided to pursue Internet-related activities. We determined  that
Internet-related activities would provide a positive revenue stream sooner  than
oil and gas producing activities.

Online Casting Agency

In  addition to the Internet activities of our subsidiary, CardStakes.com,  Inc.
(described below), we are currently developing our own websites aimed at the Far
East markets. We will utilize programs such as Macromedia Generator, Custom Java
Servlets  and Microsoft SQL Server to develop our online presence.  Our  current
project  is  an  Online Casting Agency designed to connect talent  with  casting
agents  and  producers. The casting portal will be delivered over  the  Internet
using  Macromedia  Flash Content. Web developers use Flash to  create  beautiful
resizable  and  extremely  small  and compact navigation  interfaces,  technical
illustrations, long-form animations and other dazzling effects for Web sites and
other  Web-enabled devices. Graphics and animation created with Flash technology
provide a positive experience for the audience. We believe that Flash sites  are
more  attractive than those using traditional Web technologies. We also  believe
that Flash technology offers a more compelling experience than static HTML.  Web
sites  designed  in  Flash  playback  full-screen  on  all  monitor  sizes   and
consistently across multiple platforms making content interaction for Web  users
feel more familiar.

The   Talent  Directory  will  give  both  the  experienced  and  the   aspiring
model/actor/entertainer unique opportunities to have his  or  her  photo  appear
before  the professionals who are continually in search of talent and fresh  new
faces.  For a yearly subscription fee, an industry professional will be able  to
post  his  or her name, specifications, experience, training and special  skills
and  a  scan  up to nine (9) high resolution photos to be stored in  the  talent
database  on our proposed website. We anticipate that the content of the  Talent
Directory will be offered free to agents, film producers, photographers, casting
directors,  model/talent  agencies,  television  stations/networks,  newspapers,
fashion  magazines, and many other prospective employers to help  fulfill  their
hiring  needs.  The revenue source will come exclusively from  the  subscription
fees paid by the aspiring professional.

To  fulfill  the requirements of this project, we plan to contract out  our  in-
house  development team to provide the necessary programming and database design
skills  needed during the development phase.  Once development of  this  project
has been completed, we will be providing the client with web hosting, e-mail and
any necessary technical support services needed for day-to-day operations of the
site.  To date, the project is substantially complete and we require funding  in
order to effectively market the site. The launching of this project is dependant
on  our  ability to raise operating funds. If we are not able to raise operating
funds, we will not be able to effectively launch the website portal.

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.

We  also  purchased several websites to eventually create a network of  Internet
locations:

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

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

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

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

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

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

Investment in Precise Life Sciences Ltd.

On  September 20, 2000, the Company entered into an Asset and Purchase Agreement
with  Asdar  Group  (now  Precise  Life  Sciences  Ltd.,  a  Nevada  Corporation
("Precise").   Pursuant  to  the  Agreement,  Precise  purchased  all   of   the
Registrant's  title and interest in the Wyoming Property.  In exchange,  Precise
issued  5,000,000  shares  of  its common stock  to  the  Company,  representing
approximately  a 48% interest in Precise.  The President and a director  of  the
Company is a director of Precise.  In addition, a shareholder of the Company was
issued  475,000 shares of Precise's common stock as a finder's fee for  services
relating to the agreement.  During the period the Company sold 119,961 of  these
shares of Precise Group for proceeds of $38,168.  Also during the period Precise
issued  shares  of its common stock resulting in the reduction of the  Company's
equity interest in Precise from 36% to 20%.

  Precise  Life  Sciences was formed under the laws of the State  of  Nevada  on
November  29,  1983  under the General Corporation Law of Nevada.  Precise  Life
Sciences  presently owns interests in oil and gas properties located in  Wyoming
and California. Precise Life Sciences recently changed its name from Asdar Group
to   Precise  Life  Sciences  in  recognition  that  it  will  pursue   business
opportunities  in  the  development  and  commercialization  of  medical-related
technology.  Precise Life Sciences is a public company that trades on  the  NASD
OTCBB  under the symbol "PSLF". The following is a summary of certain  financial
information for Precise Life Sciences at June 30, 2002.

                                June 30, 2002
                                -------------
Oil and Gas interests              $ 292,751
Total Assets                       $ 536,411
Revenues                           $       0
Working Capital (deficiency)       $  32,028
Stockholders Equity                $ 367,864

Our  Subsidiary-CardStakes.com, Inc.  Our subsidiary, Cardstakes.com,  Inc.  was
relatively inactive during the six months ending June 30, 2002, except  for  the
maintenance required to its websites described above.

Our  Subsidiary  - PD Oil & Gas, Inc.  Our subsidiary, PD Oil & Gas,  Inc.,  was
inactive during the six months ending June 30, 2002.

Our Subsidiary - CardStakes.com Enterprises Ltd.  Our subsidiary, CardStakes.com
Enterprises Ltd., was inactive during the six months ending June 30, 2002.

Liquidity  and Capital Resources.   For the six months ended June 30,  2002,  we
had  total  assets  of $598,739 including $578 in taxes  recoverable, $2,000 due
from a related  party,  and $59,500  represented  by the current portion of pre-
paid service  contracts.   We also  held  $390,000,  which  is represented by an
investment  in  Precise  Life Sciences  Ltd.  (see above), $94,215  for  prepaid
service contracts,  $17,257  in  depreciated furniture and equipment and $35,189
for other intangible assets. The cash and  equivalents  constitute  our  present
sources of liquidity.

At June 30, 2002, we had total current liabilities of $322,520 of which $155,335
was represented by accounts payable and accrued liabilities and $167,145 due  to
related  parties and $40 was a bank overdraft.  At June 30, 2002, we had $62,078
in  current  assets  and $322,520  in  total  current liabilities.  At June  30,
2002, current  liabilities exceeded current assets by $260,442.

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 second quarter ending June 30, 2002,  we  had  $44,371  in
general and administrative expenses including, but not limited to, expenses  for
consulting  fees,  investor  relations and office  and  general  expenses.   Our
operating  expenses  for the corresponding period in 2001  were  $106,896.   Net
losses from operations for the quarter ending June 30, 2002, were $133,914. This
figure  includes a $168,379 equity loss and a $78,836 dilution gain relating  to
the  investment  in  Precise  Life Sciences Ltd., using  the  equity  method  of
accounting. Our net loss for the corresponding period in 2001 was $213,902.  The
increase  in  loss for the quarter ended June 30, 2002 compared to  the  quarter
ended  June 30, 2001 was primarily due to the increase in the equity  loss  from
Precise  Life Sciences Ltd. We have incurred net losses of $7,486,476 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 re-listed  on  the
Over-the-Counter  Bulletin  Board and we are able to  acquire  another  merchant
account, our websites and the Cardstakes.com website will likely remain down.

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

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

ITEM 3.   Description of Property.

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


                    June 30, 2002    December 31, 2001    December 31, 2000
                    -------------    -----------------    -----------------
Property and Cash   $0.00            $5,607.00            $9,121.00
Equivalents


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



                          PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 2. Changes in Securities.

None.

Item 3.  Defaults Upon Senior Securities

None.

Item 4.  Submission of Matters to Vote of Security Holders

None.

Item 5.  Other Information

We  are  currently listed on the Pink Sheets maintained by the  NASD  under  the
symbol  "TWOU".  We have filed several amendments to our Registration  Statement
on  Form  10-SB in an attempt to be re-listed on the OTCBB and have  received  a
recent  comment letter dated February 8, 2002. We were instructed by the SEC  to
respond to the comment letter in the Annual Report on Form 10-KSB for the  year-
ended  December  31,  2001.  We have complied with  these  instructions  and  on
September  10, 2002, we received a letter from the SEC that cleared our  filing.
Certain comments were requested to be addressed in future filings and this  will
be  complied  with in Form 10-QSB for the quarterly period ended  September  30,
2002.

Item 6.  Exhibits and Reports on Form 8-K

Index to Exhibits

(i) Exhibits

Exhibit 99.1 - Certification of Periodic Report of Chief Executive Officer.

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

(ii) Reports on Form 8-K

None.


                                   SIGNATURES

In  accordance with the requirements of the Securities Exchange Act of 1934,  we
have duly caused this Registration Statement on Form 10-QSB to be signed on  our
behalf  by the undersigned; thereunto duly authorized, in the City of Vancouver,
British Columbia, Canada, on September 26, 2002.


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


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