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

                  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 SEPTEMBER 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        (I.R.S. Employer
                  jurisdiction of       Identification No.)
                  incorporation or
                   organization)

        1288 Alberni Street, Suite 806, Vancouver,          V6E 4N5
                British Columbia, Canada
   (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 September  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.

<PAGE>1

ITEM 1.   Financial Statements



                            2U ONLINE.COM, INC.

                       (A Development Stage Company)

                 INTERIM CONSOLIDATED FINANCIAL STATEMENTS

                            September 30, 2002

                                (Unaudited)



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

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

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

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




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

                          CONSOLIDATED BALANCE SHEETS

<table>
<caption>

                                                             <c>                          <c>

                                                                 September 30,                31-Dec-01
                                                                      2002
                                                                  (unaudited)
                                                                  ----------                  ----------
                  ASSETS
CURRENT ASSETS
    Cash                                                        $         -                 $     5,607
    Taxes recoverable and other receivables                           7,410                         480
    Due from related party (Note 6)                                   2,000                       2,000
    Current Portion of Prepaid Service Con                           59,500                      71,896
                                                                  ----------                  ----------
                                                                     68,910                      79,983
                                                                  ----------                  ----------
INVESTMENT IN PRECISE LIFE SCIENCES LTD. (Note 3)                    64,628                     764,344
PREPAID SERVICE CONTRACTS (Note 4)                                   79,340                     123,964
FURNITURE AND EQUIPMENT, net of depreciati                           15,735                      20,303
OTHER INTANGIBLE ASSETS                                              35,189                      35,189
                                                                  ----------                  ----------
                                                                $   263,802                 $ 1,023,783
                                                                  ==========                  ==========


   LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
     Bank overdraft                                             $     6,841                 $        -
Accounts payable and accrued liabilities                            206,345                     133,461
Loans payable                                                             -                       5,000
     Due to Related Parties (Note 6)                                175,119                     181,568

                                                                    388,305                     320,029



STOCKHOLDERS' EQUITY (DEFICIT)(Note 5)
Common stock, $.0001 par value, 100,000,00                            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                       (8,107,176)                 (7,278,919)

                                                                   (124,503)                    703,754

                                                                $   263,802                 $ 1,023,783
                                                                  ==========                  ==========

  CONTINGENCIES (Note 1)

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

</table>

<PAGE>F-1

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

                 INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)

<table>
<caption>

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


                                                   Three           Three            Nine             Nine           September
                                                   Months          Months           Months           Months         13, 1993
                                                   ended           ended            ended            ended         (inception)
                                                September 30,     September        September        September      to September
                                                    2002            2001             2002             2001          30, 2002
                                                ----------        ----------       ----------      -----------     ------------
REVENUES
Processing Fees                               $          -      $          -      $         -     $          -    $      98,425
Sale of Oil & Gas Interest                               -                 -                -                -           47,501
Interest Income                                          -                55                -                -            2,927
                                                ----------        ----------       ----------      -----------     ------------
                                                         -                55                -            1,277          148,853
                                                ----------        ----------       ----------      -----------     ------------

GENERAL AND ADMINISTRATIVE EXPENSES
Advertising and marketing                                -                 -                -                -           55,305
Depreciation                                         1,523             2,004            4,568            6,012           25,259
Consulting fees                                     41,375            16,558           71,125           47,151          843,825
Investor relations                                      -             37,187           12,395          111,562          349,265
Management fees                                      6,000             6,000           18,000           18,000          316,654
Office and general                                  25,133            14,234           48,883           54,205          272,787
Professional fees                                    3,513            21,753           12,489           43,491          270,740
Stock based compensation                                 -                 -                -                -          253,669
Travel and accommodation                                 -               376                -           11,280          143,034
Website Development Costs                                -                -                 -            1,243          345,682
Wages and benefits                                       -             3,981            1,439           33,202          107,096
Write-down of URLs                                       -                 -                -                -        1,624,004
Write-down of technology license                         -                 -                -                -        2,055,938
Write-off of other assets                                -                 -                -                -          145,186
                                                ----------        ----------       ----------      -----------     ------------
                                                    77,544           102,093          168,899          326,146        6,808,444
                                                ----------        ----------       ----------      -----------     ------------

LOSS BEFORE THE FOLLOWING                          (77,544)         (102,038)        (168,899)        (324,869)      (6,659,591)
EQUITY INCOME (LOSS) IN
 PRECISE LIFE SCIENCES LTD.                        (39,637)         (462,075)        (700,153)        (676,945)      (1,748,380)
WRITE DOWN OF INVESTMENT IN
 PRECISE LIFE SCIENCES LTD.                       (313,301)                -         (313,301)               -         (313,301)
DILUTION GAIN                                       29,760                 -          354,096                -          354,096
MINORITY INTEREST IN LOSS                                -                 -                -                -          479,978
                                                ----------        ----------       ----------      -----------     ------------

NET LOSS FOR THE PERIOD                       $   (400,722)        ($564,113)     $  (828,257)     ($1,001,814)   $  (7,887,198)
                                                ==========        ==========       ==========      ===========     ============
BASIC NET LOSS PER SHARE                      $      (0.01)     $      (0.02)     $     (0.03)    $      (0.03)
                                                ==========        ==========       ==========      ===========
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>

<PAGE>F-2


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

                 INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)

<table>
<caption>

                                               <c>              <c>            <c>

                                                    Nine            Nine            September
                                                    Months          Months          13, 1993
                                                    ended           ended          (inception)
                                                   September       September       to September
                                                     2002            2001           30, 2002
                                                  ---------        ----------      -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period                          $ (828,257)     $ (1,001,814)    $ (7,887,198)

Adjustments to reconcile net loss
to net cash from operating activities:

- depreciation                                        4,568             6,012           25,259
   - non-cash consulting fees                        44,625            44,625          624,617
   - non-cash management fees                             -                 -          224,000
   - non-cash investor relation fees                 12,395           111,562          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 cost                -                 -          126,876
   - equity loss in Precise Life Sciences           700,153           676,945        1,748,380
   - write down of investment in
     Precise Life Sciences Ltd.                     313,301                 -          313,301
   - dilution gain                                 (324,336)                -         (324,336)
   - minority interest in loss for the per         (354,096)                -         (354,096)
                                                   (107,311)         (162,670)      (1,872,735)
                                                  ---------        ----------      -----------
   - net changes in working capital items           (60,949)           15,629          316,246
                                                  ---------        ----------      -----------

CASH FLOWS USED IN OPERATING ACTIVITIES             (46,362)         (147,041)      (1,556,489)
                                                  ---------        ----------      -----------
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 Precis           40,363                 -           62,792
    Cash acquired in acquisition of Cardst                -                 -          210,000

CASH FLOWS FROM (USED IN) INVESTING ACTIVI           40,363            (3,194)        (102,907)
                                                  ---------        ----------      -----------
CASH FLOWS FROM FINANCING ACTIVITIES
   Bank overdraft                                     6,841               775            6,841
   Advances (to) from related party                  (6,449)                -           62,555
Net proceeds on sale of common stock                      -           140,339        1,590,000

CASH FLOWS FROM (USED IN) FINANCING ACTIVI              392           141,114        1,659,396
                                                  ---------        ----------      -----------
(DECREASE) IN CASH AND CASH EQUIVALENTS              (5,607)           (9,121)               -
                                                  ---------        ----------      -----------
CASH AND CASH EQUIVALENTS, BEGINNING OF PE            5,607             9,121                -
                                                  ---------        ----------      -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD      $           -      $          -     $          -
                                                  =========        ==========      ===========

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)

            NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

                            SEPTEMBER 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  have  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 nine months ended September 30,  2002  are
not necessarily indicative of the results that may be expected for the year
ending December 31, 2002.

<PAGE>F-4

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The  financial  statements include the accounts  of  the  Company  and  its
subsidiaries,  a 59% interest in Cardstakes.com (incorporated  on  February
19,  1999),  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.

<PAGE>F-5

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.

<PAGE>F-6

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 Precise. Management reviews
the carrying value of its  investment  in Precise on a  quarterly  basis to
determine if its carrying value has been impaired.  Declines  in value that
are other than temporary are  recognized  by writing down the investment to
its estimated recoverable amount.

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.

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.

<PAGE>F-7

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 149,961 of these shares of Precise for proceeds  of
$40,363.  As at September 30, 2002 the Company determined that the value of
its investment  in Precise had become permanently impaired ad as a  result,
wrote down its investment by $313,091 to an estimated recoverable amount of
$64,628.  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 18%.


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 September
30, 2002, $138,840 of this contract has been recorded as a prepaid expense,
$59,500 of which is current.

<PAGE>F-5

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 September 30, 2002. On July 15, 2002, warrants
outstanding  to purchase 140,000 common shares at a price of $.25 per share
expired, leaving no warrants outstanding.

NOTE 6 - RELATED PARTY TRANSACTIONS

During the nine months ended September 30, 2002, a company controlled by  a
significant  shareholder earned $44,625 pursuant to an  investment  banking
services contract (note 4).

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

At September 30, 2002 a total of $175,119 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 - SUBSEQUENT EVENT

In  November 2002 the Company issued 8,950,000 shares of common stock at  a
price of $0.01 per share representing an  estimated  30%  discount  to  the
market price in settlement  of  outstanding  consulting fees  and salaries.
The Company registered these shares for trading by way of an  S-8 Registra-
tion Statement filed on November 7, 2002.

<PAGE>F-6

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.

<PAGE>2

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.  The Company was re-instated on the OTCBB on October 7,  2002
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.

<PAGE>3

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.

<PAGE>4

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 149,961 of these  shares  of
Precise Group for proceeds of $40,363. As at September 30, 2002 the Company
determined that the value of its investment in Precise had  become  perman-
ently impaired and as a result, wrote down it investment by $313,301  to an
estimated recoverable amount of $64,628.  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 18%.

<PAGE>5

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
September 30, 2002.

                                               September
                                               30, 2002
                                              ----------
                Oil and Gas interests         $  292,751
                Total Assets                  $  536,309
                Revenues                      $        0
                Working Capital (deficiency)  $   32,241
                Stockholders Equity           $  360,243

Our  Subsidiary-CardStakes.com, Inc.  Our subsidiary, Cardstakes.com,  Inc.
was  relatively inactive during the nine months ending September 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 nine months ending September 30, 2002.

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

Liquidity and Capital Resources.   For the nine months ended September  30,
2002, we had total assets of $263,802 including $7,410 in taxes recoverable
and other receivables, $2,000 due  from a related party, and $59,500 repre-
sented by the current portion of prepaid  service contracts.   We also held
$64,628,  which  is represented  by  an investment in Precise Life Sciences
Ltd.  (see above), $79,340 for prepaid service contracts, $15,735 in depre-
ciated furniture and equipment and $35,189 for other intangible assets. The
cash  and  equivalents  constitute  our present sources  of  liquidity.  At
September 30, 2002, we  had  total current liabilities of 388,305  of which
$206,345  was represented  by accounts  payable  and  accrued  liabilities,
$175,119  was  due  to  related parties  and  $6,841 was a bank  overdraft.
At September 30, 2002,  we  had $68,910   in  current assets  and  $388,305
in total current liabilities. At September 30,  2002,  current  liabilities
exceeded current assets by $319,395.

<PAGE>6

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 third quarter ending September 30, 2002,  we  had
$77,544  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
$168,899.  Net losses from operations for the quarter ending September  30,
2002,  were  $400,722.  This figure includes  a  $7,402 equity loss  and  a
$29,760 dilution  gain  relating to the investment in Precise Life Sciences
Ltd., using  the  equity method of accounting.  The figure also includes a
write down of the investment in Precise Life Sciences Ltd. in the amount of
$313,301.  Our net loss for the corresponding period  in 2001 was $564,113.
The  decrease  in loss for the quarter ended September 30, 2002 compared to
the quarter ended September  30, 2001 was  primarily due to the decrease in
the equity loss from Precise Life Sciences Ltd. We have incurred net losses
of $7,887,198 since our inception on September 13, 1993.

Our  Plan  of  Operation for the Next Twelve Months.  We do not  expect  to
realize  any significant revenue from operations in the next twelve months.
Our  plan  of operation is materially dependent on our ability to  generate
revenues.  Since neither CardStakes' websites nor ours are operational,  we
are not earning revenues or currently offering or selling any products over
our websites. We anticipate that the websites will be operational after the
updates are completed and we are able to acquire a merchant account.  Until
we  are  able  to  acquire another merchant account, our websites  and  the
Cardstakes.com website will likely remain down.

<PAGE>7

We  will require additional cash to implement our business strategies,  and
for  payment  of  increased operating expenses  and  our  monthly  rent  of
$2,050.00  We  anticipate  that we will need to  raise  additional  capital
within  the  next 12 months in order to continue as a going  concern.  Such
additional  capital  may  be raised through additional  public  or  private
financings,  as well as borrowing and other resources.  To the extent  that
additional  capital is raised through the sale of equity or  equity-related
securities,  the  issuance of securities could result in  dilution  to  our
stockholders.   There can be no assurance that additional funding  will  be
available  on  favorable  terms,  if at all.  If  adequate  funds  are  not
available within the next twelve months, we may be required to curtail  our
operations  significantly  or  to obtain funds  through  arrangements  with
collaborative  partners or others that may require us to relinquish  rights
to certain of our assets.

We  do  not anticipate any 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:


                          September     December      December
                          30, 2002      31, 2001      31, 2000
                          ---------     ---------     --------
Property and Cash        ($6,841.00)    $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.

<PAGE>8

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

                        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

A. Security Ownership of Management

  As  of  September 30, 2002, none of our directors and principal executive
officers beneficially owned any of our common stock..

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

Title of Class  Name of Beneficial Owner       Amount and       Percent of
                                               Nature of        Class
                                               Beneficial
                                               Owner
Common Stock    Compte De Sierge
                Accomodative Corp.(1)           4,940,000        15.63 %
                34 - 20 Calle 34 Panama 5
                Republic of Panama

Common Stock    Rising Phoenix Development
                Group, Ltd.(2)                  3,800,000        12.03 %
                Suite 304, 409 Granville
                Street
                Vancouver, B.C.  V6C 1T2

Common Stock    CEDE & Co. (3)
                The Depository Trust Co.       20,977,980        66.39 %
                P.O. Box 222 Bowling Green
                Station
                New York, New York 10274
<PAGE>9

(1)  The beneficial owner of Compte De Sierge is Mario Vargas Barguil, Esq.
Mr.  Barguil's   address  is Ingram, Carles Orillana  y  Guardia,   Edifico
Marbella  Tower II, Calle 54 Obarrio, Planta Baja, Local #2,  Panama  City,
Panama.

(2)    Rising  Phoenix  Development  Group,  Ltd.  was  a  publicly  traded
corporation on the CDNX, the beneficial holders of which are not  known  to
us.  However,  Robert Klein, our president and a member  of  our  board  of
directors,  is  the president and a director of Rising Phoenix  Development
Group,  Ltd.  Rising Phoenix Development Group, Ltd. was delisted from  the
CDNX in December, 1997.

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

C. Certain Relationships and Related Party Transactions

During the nine months ended September 30, 2002, a company controlled by  a
significant  shareholder earned $44,625 pursuant to an  investment  banking
services contract.

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

At September 30, 2002 a total of $175,119 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. (See "Our Business - Investment in Precise Life")

D. Subsequent Event

In  November 2002 the Company issued 8,950,000 shares of common stock at  a
price of $0.01 per share representing a 30% discount to the market price in
settlement  of  outstanding  consulting fees and  salaries.    The  Company
registered these shares for trading by way of an S-8 Registration Statement
filed on November 7, 2002.

<PAGE>10

Item 6.  Exhibits and Reports on Form 8-K

Index to Exhibits

(i) Exhibits

None.

(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 November 19, 2002.

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

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


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


                     CERTIFICATION OF PERIODIC REPORT

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

(1)  the  Quarterly  Report on Form 10-Q of the Company for  the  quarterly
period  ended  September 30, 2002 (the "Report") fully  complies  with  the
requirements  of Section 13(a) or 15(d) of the Securities Exchange  Act  of
1934 (15 U.S.C. 78m or 78o(d)); and

(2)  the  information  contained  in the Report  fairly  presents,  in  all
material respects, the financial condition and results of operations of the
Company.


Dated: November 19, 2002

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

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


                     CERTIFICATION OF PERIODIC REPORT

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

(1)  the  Quarterly  Report on Form 10-Q of the Company for  the  quarterly
period  ended  September 30, 2002 (the "Report") fully  complies  with  the
requirements of

Section  13(a) or 15(d) of the Securities Exchange Act of 1934  (15  U.S.C.
78m or 78o(d)); and

(2)  the  information  contained  in the Report  fairly  presents,  in  all
material respects, the financial condition and results of operations of the
Company.


Dated: November 19, 2002


/s/ Robert Waters
    ----------------
    Robert Waters

Director and Chief Financial Officer

===========================================================================
<PAGE>11