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

                  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 MARCH 31, 2002

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

                      Commission File Number: 0-26101

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

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


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

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


                    APPLICABLE ONLY TO CORPORATE ISSUERS

 State the number of shares outstanding of each of the issuer's classes of
   common equity, as of the latest practical date.  As of March 31, 2002,
 there were 31,597,500 shares of the issuer's $.0001 par value common stock
                          issued and outstanding.

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



ITEM 1. Financial Statements


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

                  INTERM CONSOLIDATED FINANCIAL STATEMENTS
                               March 31, 2002
                                (Unaudited)


                            INDEX TO FINANCIALS

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

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

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

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


<PAGE>F-2

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

                        CONSOLIDATED BALANCE SHEETS

<table>
<caption>

                                                    <c>                <c>
                                                        March 31,         December 31,
                                                          2002                2001
                                                       (Unaudited)

                                    ASSETS

CURRENT ASSETS

    Cash                                             $        416        $      5,607
    Taxes recoverable                                           -                 480
    Due from related parties(Note 6)                        2,000               2,000
    Current portion of service contracts (Note 4)          59,500              71,896
                                                       ----------          ----------
                                                           61,916              79,983
                                                       ----------          ----------
INVESTMENT IN PRECISE LIFE SCIENCES LTD. (Note 3)         499,979             764,344
PREPAID SERVICE CONTRACTS (Note 4)                        109,090             123,964
FURNITURE AND EQUIPMENT, net of depreciation               18,780              20,303
OTHER INTANGIBLE ASSETS                                    35,189              35,189
                                                       ----------          ----------
                                                     $    724,954        $  1,023,783
                                                       ==========          ==========

                 LIABILITIES AND STOCKHOLDERS' EQUITY



CURRENT LIABILITIES
     Accounts payable and accrued liabilities         $   140,289       $     133,461
     Loans payable                                          5,000               5,000
     Due to related parties (Note 6)                      169,538             181,568
                                                       ----------          ----------
                                                          314,827             320,029
                                                       ----------          ----------

STOCKHOLDERS' EQUITY (Note 5)
        Common stock, $.0001 par value,
        100,000,000 shares authorized                       3,160               3,160
        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                            (7,572,546)         (7,278,919)
                                                       ----------          ----------
                                                          304,972             703,754
                                                       ----------          ----------
                                                     $    724,954       $   1,023,783
                                                       ==========          ==========
CONTINGENCIES (NOTE 1)

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

</table>

<PAGE>F-3
                            2U ONLINE.COM, INC.
                       (A Development Stage Company)

               INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS

<table>
<caption>

                                                         <c>                   <c>                     <c>

CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                                                       September 13,
                                                        Three Months          Three Months             1993 (inception)
                                                        ended March 31,       ended March 31,          to March 31,
                                                        2002                  2001                     2002
                                                        --------------        --------------           ---------------

REVENUES
        Processing Fees                                 $            -        $            -           $     98,425
        Sale of Oil & Gas Interest                                   -                     -                 47,501
        Interest Income                                              -                 1,138                  2,927
                                                         -------------          ------------              -----------
                                                                     -                 1,138                148,853
                                                         -------------          ------------              -----------
GENERAL AND ADMINISTRATIVE EXPENSES
        Advertising and marketing                                    -                     -                 55,305
        Depreciation                                             1,523                 2,067                 22,214
        Consulting fees                                         14,875                14,875                787,575
        Investor relations                                      12,395                37,188                349,265
        Management fees                                          6,000                 6,000                304,654
        Office and general                                      11,059                23,498                234,963
        Professional fees                                          828                 7,085                259,079
        Stock-based compensation                                     -                     -                253,669
        Travel and accommodation                                     -                 1,243                143,034
        Wages and benefits                                         314                15,709                105,971
        Website development costs                                    -                     -                345,682
        Write-down of URLs                                           -                     -              1,624,004
        Write-down of technology license                             -                     -              2,055,938
        Write-off of other assets                                    -                     -                145,186
                                                         -------------          ------------             -----------
                                                                46,994               116,346               6,686,539
                                                         -------------          ------------             -----------

LOSS BEFORE THE FOLLOWING                                     (46,994)             (115,208)             (6,537,686)
EQUITY LOSS FROM PRECISE LIFE SCIENCE LTD                    (492,135)             (100,064)             (1,540,362)
DILUTION GAIN                                                 254,502                     -                 245,502
MINORITY INTEREST IN LOSS FOR THE PERIOD                            -                     -                 479,978
                                                         -------------          ------------             -----------
NET LOSS FOR THE PERIOD                                $     (293,627)       $     (215,812)          $  (7,352,568)
                                                         =============          ============             ===========

BASIC NET LOSS PER SHARE                               $       (0.009)       $       (0.007)
                                                         =============          ============

WEIGHTED AVERAGE COMMON SHARES
        OUTSTANDING                                         31,597,500            30,703,938
                                                         =============          ============

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

</table>

<PAGE>F-4

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

               INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

<table>
<caption>

                                                             <c>                    <c>                     <c>
                                                                                                                  September 13,
                                                                   Three Months          Three Months             1993 (inception)
                                                                   ended March 31,       ended March 31           to March 31,
                                                                       2002                   2001                    2002
                                                                  ------------           ------------            ---------------
CASH FLOWS FROM OPERATING ACTIVITIES
        Net loss for the period                               $     (293,627)        $     (215,812)          $    (7,352,568)
        Adjustments to reconcile net loss to
         net cash from operating activities:
        depreciation                                                    1,523                  2,067                    22,214
        non-cash consulting fees                                       14,875                 14,875                   594,867
        non-cash management fees                                            -                      -                   224,000
        non-cash investors relations fees                              12,395                 37,188                   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 from Precise Life Sciences Ltd                    492,135                      -                 1,540,312
        dilution gain                                                (227,770)                     -                 (227,770)
        minority interest in loss for the period                            -                      -                 (479,978)
                                                                 ------------           ------------              ------------
                                                                         (469)              (61,078)               (1,765,893)
        net changes in working capital items                              (41)              (11,648)                   239,349
                                                                 ------------           ------------              ------------
CASH USED IN OPERATING ACTIVITIES                                        (510)              (72,724)               (1,537,799)
                                                                 ------------           ------------              ------------
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      17,732                      -                    40,167
        Cash acquired on acquisition of Cardstakes.com, Inc.                -                      -                   210,000
                                                                 ------------           ------------              ------------
CASH FLOWS FROM INVESTING ACTIVITIES                                   17,732                 (3,194)                (125,538)
                                                                 ------------           ------------              ------------
CASH FLOWS FROM FINANCING ACTIVITIES
        Advances (to) related party                                   (12,031)                80,910                    72,921
        Net proceeds on sale of common stock                                -                      -                 1,590,000
                                                                 ------------           ------------              ------------
CASH FLOWS FROM FINANCING ACTIVITIES                                  (12,031)                80,910                 1,662,921
                                                                 ------------           ------------              ------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                       (5,191)                 4,992                       416

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                          5,607                  9,121                         -
                                                                 ------------           ------------              ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                      $           416        $        14,113           $           416
                                                                 ============           ============              ============

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

</table>


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

             NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

                         MARCH 31, 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
three months ended March 31, 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.

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

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.

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.

In July 2001, the FASB issued Statement of Financial Accounting Standards
No. 142 ("SFAS 142"), "Goodwill and Intangible Assets", which revises the
accounting for purchased goodwill and intangible assets.  Under SFAS 142,
goodwill and intangible assets with indefinite lives will no longer be
amortized and will be tested for impairment annually.  SFAS 142 is effective
for fiscal years beginning after December 15, 2001, with earlier adoption
permitted.  The Company does not expect SFAS 142 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 54,961 of these shares of Precise for proceeds of
$17,732.  Also during the period Precise issued shares of its common stock
resulting in the reduction of the Company's equity interest in Asdar from
36% to 25%.

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.

At March 31, 2002 the prepaid portion of the service contracts totaled
$168,590, of which $59,500 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 March 31, 2002.  In addition, as at March 31,
2002 warrants are outstanding to purchase 140,000 common shares at a price
of $.25 per share to July 15, 2002.

NOTE 6 - RELATED PARTY TRANSACTIONS

During the three months ended March 31, 2002, a company controlled by a
significant shareholder earned $14,875 pursuant to an investment banking
services contract (note 4).

At March 31, 2002 a total of $2,000 is due from an officer of the Company.

At March 31, 2002 a total of $169,410 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.

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.


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 54,961 of these shares of
Precise Group for proceeds of $17,732.  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 25%.

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 March
31, 2002.

                                        March 31, 2002
                                        --------------
Oil and Gas interests                    $292,751
Total Assets                             $569,237
Revenues                                 $0
Working Capital (deficiency)             $93,512
Stockholders Equity                      $437,181


Our Subsidiary-CardStakes.com, Inc.  Our subsidiary, Cardstakes.com, Inc.
was relatively inactive during the quarter ending March 31, 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 quarter ending March 31, 2002.

Our Subsidiary - CardStakes.com Enterprises Ltd.  Our subsidiary,
CardStakes.com Enterprises Ltd., was inactive during the quarter ending
March 31, 2002.

LIQUIDITY AND CAPITAL RESOURCES.    For the quarter ended March 31,
2002, we had total assets of $724,954 including cash of $416, $2,000 due
from a related party, and $59,500 represented by the current portion of
prepaid service contracts.  We also held $499,979, which is represented by
an investment in Precise Life Sciences Ltd. (see above), $109,090 for
prepaid service contracts, $18,780 in depreciated furniture and equipment
and $35,189 for other intangible assets. The cash and equivalents constitute
our present sources of liquidity.

At March 31, 2002, we had total current liabilities of $314,827 of which
$140,289 was represented by accounts payable and accrued liabilities, $5,000
in loan payable and $184,955 due to related parties.  At March 31, 2002, we
had $61,916 in current assets and $314,827 in total current liabilities. At
March 31, 2002, current liabilities exceeded current assets by $252,911.

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 first quarter ending March 31, 2002, we had $46,994
in general and administrative expenses including, but not limited to,
expenses for consulting fees, investor relations and office and general
expenses.  Our operating expenses for the corresponding period in 2000 were
$116,346.  Net losses from operations for the quarter ending March 31, 2002,
were $293,627. This figure includes a $492,135 equity loss and a $245,502
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 2000 was $215,812. The increase in loss for the quarter ended
March 31, 2002 compared to the quarter ended March 31, 2001 was primarily
due to the increase in the equity loss from Precise Life Sciences Ltd. We
have incurred net losses of $7,352,568 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:

                March 31,    December 31,   December 31,
                  2002          2001           2000
                ---------    -----------    -----------
Property
and Cash        $ 416.00     $ 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 done so and are awaiting
any further comments from the SEC toward getting re-listed.

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

(i) Exhibits

Exhibit 99.01 - Certification of Periodic Report of the Chief Executive Officer.

Exhibit 99.02 - Certification of Periodic Report of the Chief Financial Officer.

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

** Our Form 8-K filed January 10, 2002 reporting a previous change in the
   Company's certifying accountant.


SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934,
we have duly caused this Registration Statement on Form 10-QSB to be
signed on our behalf by the undersigned; thereunto duly authorized,
in the City of Vancouver, British Columbia, Canada, on August 27, 2002.


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

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