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


                                   FORM 10-QSB
                               AMENDMENT NUMBER 1

________________________________________________________________________________

[X]  QUARTERLY  REPORT  UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
     OF  1934

                For the quarterly period ended February 28, 2003

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


                              DR. OWL ONLINE, INC.
             (Exact name of registrant as specified in its charter)

                         Commission file number: 0-65768

               Texas                                    76-0672297
               -----                                    ----------
   (State or Other Jurisdiction of          (I.R.S. Employer Identification No.)
    Incorporation or Organization)

777 Post Oak Blvd., Suite 320, Houston, Texas             77056
---------------------------------------------             -----
  (Address of Principal Executive Office)               (Zip Code)

                                 (713) 446-4777
                                 --------------
              (Registrant's Telephone Number, Including Area Code)


Check whether the issuer:  (1) filed all reports required to be filed by Section
13  or  15(d) of the Exchange Act during the past 12 months (or for such shorter
period  that the registrant was required to file such reports), and (2) has been
subject  to  such  filing  requirements  for  the  past  90  days.

Yes  [X]  No  [ ]

As  of  February  28,  2003,  registrant  had  22,057,000 shares of Common Stock
outstanding.


<PAGE>
<TABLE>
<CAPTION>
                                     PART I

ITEM 1. FINANCIAL STATEMENTS

                              DR. OWL ONLINE, INC.
                          (A Development Stage Company)
                                  BALANCE SHEET
                            As of February 28, 2003


     ASSETS

<S>                                               <C>
Cash                                              $   6,751
                                                  ==========


     LIABILITIES

Accounts payable                                  $  11,346
                                                  ----------
     STOCKHOLDERS' DEFICIT

Preferred stock, $.001 par, 20,000,000 shares
  authorized, none outstanding
Common stock, $.0001 par, 100,000,000 shares
  authorized, 22,057,000 shares issued
  and outstanding                                     2,206
Additional paid in capital                           63,994
Deficit accumulated during the development stage    (70,795)
                                                   ---------
    Total Stockholders' Deficit                     ( 4,595)
                                                   ---------
     TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT    $   6,751
                                                  ==========
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                                    DR. OWL ONLINE, INC.
                                               (A Development Stage Company)
                                                  STATEMENTS OF EXPENSES
                        For the Three Months and Nine Months Ended February 28, 2003 and 2002 and
                                        the Period from March 1, 2000 (Inception)
                                                Through February 28, 2003

                                 Three Months Ended           Nine Months Ended         Inception
                                    February  28,               February  28,            Through
                                 2003          2002          2003          2002           2003
                             ------------  ------------  ------------  ------------  --------------
<S>                          <C>           <C>           <C>           <C>           <C>
Administrative expenses
  - paid in cash             $      (475)  $    (1,808)  $    (3,126)  $   (26,454)  $     (50,083)
  - paid in stock                                                                          (20,000)
Interest income                                                                                504
Interest expense                                                                           ( 1,216)
                             ------------  ------------  ------------  ------------  --------------
Net loss                     $      (475)  $    (1,808)  $    (3,126)  $   (26,454)  $     (70,795)
                             ============  ============  ============  ============  ==============

Basic and diluted
  net loss per
  common share               $     (0.00)  $     (0.00)  $     (0.00)  $     (0.00)

Weighted average
  common shares
  outstanding                 22,057,000    22,057,000    22,057,000    22,055,722
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                              DR. OWL ONLINE, INC.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
            For the Nine Months Ended February 28, 2003 and 2002 and
                    the Period from March 1, 2000 (Inception)
                            Through February 28, 2003


                                                                    Inception
                                                                     Through
                                              2003        2002        2003
                                           ----------  ----------  ----------
<S>                                        <C>         <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                   $  (3,126)  $ (26,454)  $ (70,795)
Adjustments to reconcile net loss
  to cash used in operating activities:
    Stock issued for services                                         20,000
Changes in:
  Accounts payable                                                    11,346
  Accrued interest                                                     1,216
                                           ----------  ----------  ----------
NET CASH USED IN OPERATING ACTIVITIES         (3,126)    (26,454)    (38,233)
                                           ----------  ----------  ----------
CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from note payable to founder                               15,000
  Payments on note payable to founder                                ( 8,516)
  Sale of common stock                                    18,750      38,500
                                                       ----------  ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES                 18,750      44,984
                                                       ----------  ----------

NET CHANGE IN CASH                            (3,126)    ( 7,704)      6,751
  Cash balance, beginning                      9,877      19,343
                                           ----------  ----------  ----------
  Cash balance, ending                     $   6,751   $  11,639   $   6,751
                                           ==========  ==========  ==========
</TABLE>


<PAGE>
                              DR. OWL ONLINE, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS


NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited interim financial statements of Dr. Owl Online, Inc.
("Dr. Owl") have been prepared in accordance with accounting principles
generally accepted in the United States of America and the rules of the
Securities and Exchange Commission ("SEC"), and should be read in conjunction
with the audited financial statements and notes thereto contained in Dr. Owl's
latest annual report filed with the SEC on Form 10KSB. In the opinion of
management, all adjustments, consisting of normal recurring adjustments,
necessary for a fair presentation of financial position and the results of
operations for the interim periods presented have been reflected herein. The
results of operations for interim periods are not necessarily indicative of the
results to be expected for the full year. Notes to the financial statements
which would substantially duplicate the disclosure contained in the audited
financial statements for fiscal year 2002, as reported in the 10KSB, have been
omitted.




<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

GENERAL

     We are a development stage company with a limited operating history.
Anthony Huang, our founder and chief executive officer began operations as a
sole proprietorship in March 2000. In February 2001, Dr. Owl Online was
incorporated in Texas, and Mr. Huang contributed a web site to the company. To
date, we have concentrated on raising the necessary capital in order to develop
our web site. As of February 28, 2003, we had not generated any revenues and we
have not raised any capital since our April 2001 offering. Our fiscal year is
May 31.

     We have a limited operating history on which to base an evaluation of our
business and prospects. Our prospects must be considered in light of the risks,
expenses and difficulties frequently encountered by companies in their early
stages of development, particularly companies in new and rapidly evolving
markets such as online commerce. We will encounter various risks in implementing
and executing our business strategy. We can provide no assurance that we will be
successful in addressing such risks, and the failure to do so could have a
material adverse effect on our business.

     From inception through February 28, 2003, we have utilized funds raised in
a private placement offering conducted by our sole officer and director. We have
not recorded any revenues and have incurred net losses from operations totaling
approximately ($70,795) from inception through February 28, 2003.

     Our current cash forecast indicates that there will be negative cash flow
from operations for the foreseeable future. We are currently seeking short-term
and long-term debt or equity financing sufficient to fund working capital, web
site development and marketing needs. Since our April 2001 offering, we have
been unsuccessful at raising additional capital. We can provide no assurance
that we will be successful in raising funds, that the amount and terms of any
financing will be acceptable.

PLAN OF OPERATION

     Our administrative expenses were approximately $70,083 from inception
through February 28, 2003, which was paid in cash and stock. These initial
expenditures were funded primarily by a loan from Mr. Huang of $15,000 and from
proceeds of our March 2001 and April 2001 offerings, in which we raised $10,000
and $28,500, respectively.

     We do not currently generate any revenues and we can provide no assurance
that we will be able to generate revenues in the future.

     We believe we will need a minimum of approximately $1,000,000 to develop
our web site, fund sales and marketing expenses, and fund general working
capital expenses. Of that $1,000,000, we believe that $500,000 would be required
to develop our web site and produce several Internet talking picture books. We
have not made any recent developments to our website and do not currently have
any talking picture books in development. We do not intend to begin additional
development until we are able to raise additional capital.

     We had cash reserves of approximately $6,751 as of February 28, 2003. We
will require significant working capital in order to develop our business plan
as intended. In July 2001, we reduced our operations and continue to work on a
limited budget. We have limited our current operations to limited web site
maintenance and raising additional capital.

     Our current monthly working capital expenditures are approximately $600. We
plan to continue such limited operations until we are able to raise additional
capital. We are able to work on a limited budget because we have only one
employee who works on a part-time basis and we have minimal overhead expenses.
We believe our current cash reserves will provide sufficient working capital to
maintain current operations through January 2004.

     We are currently seeking additional capital so we may increase our
operations and execute our business plan as intended. The foregoing are merely
estimates, and we can provide no assurance that unexpected expenses will not
shorten the period of time within which our funds may be utilized. If we are
unable to raise additional funds before September 2003, we may have to sell
assets or cease operations. Although we have no current commitments for capital,
we may raise additional funds through:


<PAGE>
     -    public offerings of equity, securities convertible into equity or
          debt,
     -    private offerings of securities or debt, or
     -    other sources.

     Our investors should assume that any additional funding will cause
substantial dilution to current stockholders. In addition, we may not be able to
raise additional funds on favorable terms, if at all.




<PAGE>
                                     PART II

     Pursuant to the Instructions to Part II of the Form 10-QSB, Items 1, 2, 3,
4 and 5 have been omitted.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a)  The following exhibits are to be filed as part of this Form 10-QSB:


          EXHIBIT NO.                IDENTIFICATION OF EXHIBIT

          3.1(1)              Articles of Incorporation

          3.2(1)              By-Laws of Dr. Owl Online, Inc.

          4.1(1)              Form of specimen of common stock

          10.1(1)             2001 Employee Stock Option Plan

          99.1(2)             Certification Pursuant to 18 U.S.C. Section 1350
                              as Adopted Pursuant to Section 906 of the
                              Sarbanes-Oxley Act of 2002

          (1)  Filed previously on registration statement Form SB-2 SEC File No.
               333-65768
          (2)  Filed herewith.


     (b)  Reports on Form 8-K.

          None.

                                   SIGNATURES
                                   ----------


     In accordance with the Securities Act, this report has been signed below by
the following persons on behalf of the undersigned, thereunto duly authorized.


                                    Dr. Owl Online, Inc.


Date: April 14, 2003                //s// ANTHONY R. HUANG
                                    ----------------------
                                    Anthony Huang
                                    Chief Executive Officer, Director, and Chief
                                    Accounting and Financial Officer


<PAGE>

                                 CERTIFICATIONS
                                 --------------

  Certification of Principal Executive Officer and Principal Accounting Officer
                       Pursuant to 18 U.S.C. Section 1350,
      AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Anthony Huang, certify that:

1.     I  have  reviewed this quarterly report on Form 10-QSB of Dr. Owl Online,
Inc.;

2.     Based  on  my  knowledge,  this  quarterly  report  does  not contain any
untrue  statement  of a material fact or omit to state a material fact necessary
to  make  the  statements  made,  in light of the circumstances under which such
statements  were  made,  not  misleading  with  respect to the period covered by
this  quarterly  report;

3.     Based  on  my  knowledge,  the  financial  statements,  and  other
financial  information  included  in  this  quarterly  report, fairly present in
all material respects  the  financial  condition, results of operations and cash
flows  of  the  registrant  as  of,  and  for,  the  periods  presented  in this
quarterly  report;

4.     I  am  responsible for establishing  and  maintaining disclosure controls
and  procedures  (as  defined in Exchange  Act  Rules  13a-14  and  15d-14)  for
the  registrant  and  I  have:

      a)    designed  such  disclosure  controls  and  procedures to ensure that
            material  information  relating  to  the  registrant,  including its
            consolidated  subsidiaries,  is  made  known  to us by others within
            those  entities,  particularly  during  the  period  in  which  this
            quarterly  report  is  being  prepared;

      b)    evaluated  the effectiveness of the registrant's disclosure controls
            and  procedures as of a date within 90 days prior to the filing date
            of  this  quarterly  report  (the  "Evaluation  Date");  and

      c)    presented  in  this  quarterly  report  our  conclusions  about  the
            effectiveness of the disclosure controls and procedures based on our
            evaluation  as  of  the  Evaluation  Date;

5.     I have disclosed, based on my most recent evaluation, to the registrant's
auditors  and  the  audit  committee  of  registrant's board  of  directors  (or
persons  performing  the  equivalent  function):

      a)    all  significant deficiencies in the design or operation of internal
            controls  which  could  adversely affect the registrant's ability to
            record,  process,  summarize  and  report  financial  data  and have
            identified  for the registrant's auditors any material weaknesses in
            internal  controls;  and

      b)    any  fraud,  whether  or  not  material, that involves management or
            other  employees  who  have  a  significant role in the registrant's
            internal  controls;  and

6.     I  have indicated in this quarterly report  whether  or  not  there  were
significant  changes  in  internal  controls  or  in  other  factors  that could
significantly  affect  internal  controls  subsequent  to  the  date  of my most
recent  evaluation,  including  any  corrective  actions  with  regard  to
significant  deficiencies  and  material  weaknesses.

Date:  April 14, 2002


//s//  Anthony Huang
-------------------------------------
Anthony Huang, Chief Executive Officer
and Chief Accounting Officer



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