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 February 28, 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 February 28, 2002, registrant had 22,057,000 shares of Common Stock
outstanding.


<PAGE>
                                     PART I

ITEM 1.   FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                              DR. OWL ONLINE, INC.
                          (A Development Stage Company)
                                  BALANCE SHEET
                            As of February 28, 2002


       ASSETS
<S>                                               <C>
Cash                                              $ 11,639
                                                  =========


       STOCKHOLDERS' EQUITY

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   (54,561)
                                                  ---------
       Total Stockholders' Equity                 $ 11,639
                                                  =========
</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, 2002 and 2001 and
                    the Period from March 1, 2000 (Inception)
                            Through February 28, 2002


                             3 Months      9 Months     3 Months     9 Months     Inception
                              Ended         Ended         Ended        Ended       Through
                             Feb. 28,      Feb. 28,     Feb. 28,     Feb. 28,     Feb. 28,
                               2002          2002         2001         2001         2002
                           ------------  ------------  -----------  -----------  -----------
<S>                        <C>           <C>           <C>          <C>          <C>
Administrative expenses
   - paid in cash          $     1,808   $    26,454                $   26,920   $   33,849
   - paid in stock                                     $   20,000                    20,000
Interest income                                               (18)        (352)        (504)
Interest expense                                              186          786        1,216
                           ------------  ------------  -----------  -----------  -----------
Net loss                   $    (1,808)  $   (26,454)  $  (20,168)  $  (27,354)  $  (54,561)
                           ============  ============  ===========  ===========  ===========
Net loss per common share  $     (0.00)  $     (0.00)  $    (0.00)  $    (0.01)
Weighted average common
   shares outstanding       22,057,000    22,055,722    6,666,667    2,222,222
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                              DR. OWL ONLINE, INC.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
            For the Nine Months Ended February 28, 2002 and 2001 and
                    the Period from March 1, 2000 (Inception)
                            Through February 28, 2002


                                           9 Months    9 Months    Inception
                                            Ended       Ended       Through
                                           Feb. 28,    Feb. 28,    Feb. 28,
                                             2002        2001        2002
                                          ----------  ----------  -----------
<S>                                       <C>         <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net deficit accumulated during the
  development stage                       $ (26,454)  $ (27,354)  $  (54,561)

Adjustments to reconcile net deficit
  to cash used by operating activities:
   Stock issued for services                             20,000       20,000
   Accrued interest                                         786        1,216
                                          ----------  ----------  -----------
NET CASH USED BY OPERATING ACTIVITIES       (26,454)    ( 6,568)     (33,345)
                                          ----------  ----------  -----------
CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from note payable to founder                               15,000
  Payments on note payable to founder                   ( 8,516)     ( 8,516)

  Sale of stock                              18,750                   38,500

                                          ----------  ----------  -----------
NET CASH FLOWS FROM FINANCING ACTIVITIES     18,750     ( 8,516)      44,984
                                          ----------  ----------  -----------

NET INCREASE IN CASH                        ( 7,704)    (15,084)      11,639
    Cash balance, beginning                  19,343      15,152
                                          ----------  ----------  -----------
    Cash balance, ending                  $  11,639   $      68   $   11,639
                                          ==========  ==========  ===========
</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.
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 the Company's Registration Statement filed with the SEC on Form
SB-2.  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 the period from March 1, 2000
(Inception) through May 31, 2001, as reported in the SB-2, have been omitted.


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

     Some of the statements contained in this Form 10-QSB, discuss future
expectations, contain projections of results of operations or financial
condition or state other "forward-looking" information.  These statements are
subject to known and unknown risks, uncertainties, and other factors that could
cause the actual results to differ materially from those contemplated by the
statements.  The forward-looking information is based on various factors and is
derived using numerous assumptions.  Important factors that may cause actual
results to differ from projections include, for example:

     -    our  ability  to  raise  sufficient  capital  to  meet  operating
          requirements;

     -    the  success  or  failure  of  management's efforts to implement their
          business  strategy;

     -    our  ability  to  compete  with  established  companies;

     -    the  amount  and  timing  of  operating costs and capital expenditures
          relating  to  maintaining  and  expanding our business, operations and
          infrastructure;

     -    our  ability  to  develop  our  web  site  and  infrastructure;  and

     -    general  economic  conditions  and economic conditions specific to the
          Internet  and  electronic  commerce  industries.

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, 2002, 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, 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 ($54,561) from inception through February 28, 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, web
site development and marketing 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 OPERATION

     Our initial administrative expenses were approximately $53,849 from
inception through February 28, 2002, which was paid in cash and stock. These
initial expenditures were 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 that $500,000 would be required


<PAGE>
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 $11,639 as of February 28, 2002, and approximately
$11,000 as of March 31, 2002. We will require significant working capital in
order to develop our business plan as intended. Since July 2001, we have reduced
our operations and are working 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 and we have minimal overhead expenses.
We believe our current cash reserves will provide sufficient working capital to
maintain current operations through May 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
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

              (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: April 15, 2002                   //s//  ANTHONY HUANG
                                       --------------------------------------
                                       Anthony Huang
                                       Chief Executive Officer, Director, and
                                       Chief Accounting and Financial Officer


<PAGE>