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

                                   FORM 10-QSB

          ----------------------------------------------------------------------


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

                 For the quarterly period ended August 31, 2002

[   ]     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) 552-9777
                                 --------------
              (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 August 31, 2002, registrant had 22,057,000 shares of Common Stock
outstanding.


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<TABLE>
<CAPTION>
                                     PART I


ITEM 1.  FINANCIAL STATEMENTS


                              DR. OWL ONLINE, INC.
                          (A Development Stage Company)
                                  BALANCE SHEET
                              As of August 31, 2002



        ASSETS
<S>                                               <C>
Cash                                              $   9,191
                                                  -========-


        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    (68,355)
                                                  ----------
     Total Stockholders' Deficit                    ( 2,155)
                                                  ----------
       TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT  $   9,191
                                                  ==========
</TABLE>


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<TABLE>
<CAPTION>
                              DR. OWL ONLINE, INC.
                          (A Development Stage Company)
                             STATEMENTS OF EXPENSES
            For the Three Months ended August 31, 2002 and 2001 and
                    the Period from March 1, 2000 (Inception)
                            Through August 31, 2002

                                  3 Months      3 Months     Inception
                                   Ended         Ended        Through
                                  Aug. 31,      Aug. 31,     Aug. 31,
                                    2002          2001         2002
                                ------------  ------------  -----------
<S>                             <C>           <C>           <C>
Administrative expenses
  - paid in cash                $      (686)  $   (18,912)  $  (47,643)
  - paid in stock                                              (20,000)
Interest income                                                    504
Interest expense                                               ( 1,216)
                                ------------  ------------  -----------
Net loss                        $      (686)   $  (18,912)  $  (68,355)
                                ============   ===========  ===========

Basic and diluted net loss per
  common share                  $     (0.00)  $     (0.00)
Weighted average common shares
  outstanding                    22,057,000    22,053,167
</TABLE>




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<TABLE>
<CAPTION>
                                  DR. OWL ONLINE, INC.
                              (A Development Stage Company)
                                STATEMENTS OF CASH FLOWS
                 For the Three Months ended August 31, 2002 and 2001 and
                        the Period from March 1, 2000 (Inception)
                                 Through August 31, 2002


                                            3 Months   3 Months    Inception
                                             Ended       Ended      Through
                                            Aug. 31,   Aug. 31,    Aug. 31,
                                              2002       2001        2002
                                           ----------  ---------  -----------
<S>                                        <C>         <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                   $    (686)  $(18,912)  $  (68,355)
Adjustments to reconcile net loss
  to cash used by operating activities:
    Stock issued for services                                         20,000
Changes in:
  Accounts payable                                                    11,346
  Accrued interest                                                     1,216
                                           ----------  ---------  -----------
NET CASH USED BY OPERATING ACTIVITIES           (686)    (18,912)    (35,793)
                                           ----------  ---------  -----------
CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from note payable to founder                               15,000
  Payments on note payable to founder                                 (8,516)
  Sale of stock                                           18,750      38,500

                                                       ---------  -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES                 18,750      44,984
                                                       ---------  -----------

NET CHANGE IN CASH                              (686)       (162)      9,191
  Cash balance, beginning                      9,877      19,343
                                           ----------  ---------  -----------
  Cash balance, ending                     $   9,191   $  19,181  $    9,191
                                           ==========  =========  ===========
</TABLE>


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                              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 generally accepted accounting
principles 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.


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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 October 11, 2002, we had not generated any revenues and we
have not raised any capital since June 2001.  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 August 31, 2002, 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 ($68,355) from inception through August 31, 2002.

     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 needs.
However, 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 OPERATIONS

     Our administrative expenses were approximately $67,643 from inception
through August 31, 2002, which was paid in cash and stock.  These expenditures
have been funded 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 approximately $500,000 is
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 $8,200 as of October 11, 2002.  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 $750.
We plan to continue such limited operations for the next twelve months unless we
are able to raise additional capital earlier.  We are able to work on a limited
budget because we have only one employee who does not receive a salary and we
have minimal overhead expenses.  We believe our current cash reserves will
provide sufficient working capital to maintain current operations through August
2003.

     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


<PAGE>
unable to raise additional funds before May 2003, we may have to sell assets or
cease operations.     Although we have no current commitments for capital, we
may raise additional funds through:

          -    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                Certification of Chief Executive Officer and Chief
                              Financial Officer 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

     (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: October 14, 2002              //s//  ANTHONY HUANG
                                    --------------------------------------------
                                    Anthony Huang
                                    Chief Executive Officer, Director, and Chief
                                    Accounting and Financial Officer



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