SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB/A
                          (Originally Filed: April 14, 2002)

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

                  For the fiscal year ended December 31, 2002

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

               For the transition period from _______ to ________

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

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

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

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

             Securities registered under Section 12(b) of the Act:

                 Title of Each Class to be so Registered:  None

      Name of Each Exchange on which Each Class is to be Registered:  None

             Securities registered under Section 12(g) of the Act:

                         Common Stock, Par Value $.001
                                (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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      No

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.

State issuer's revenues for its most recent fiscal year. $0.00

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days. (See definition of affiliate in Rule
12b-2 of the Exchange Act.)

As of December 31, 2002, there were 40,547,500  shares of the issuer's $.0001
par value common stock issued and outstanding.

Documents incorporated by reference.  There are no annual reports to security
holders, proxy information statements, or any prospectus filed pursuant to Rule
424 of the Securities Act of 1933 incorporated herein by reference.

Transitional Small Business Disclosure format (check one):  Yes __  No _X_


                              2UOnline.com., Inc.
                             A Delaware corporation

                     Index to Annual Report on Form 10-KSB

<table>
<caption>

     <c>                                                                                   <c>
ITEM NUMBER and CAPTION                                                                       PAGE

PART I

1.      Description of Business..................................................................4

2.      Description of Property.................................................................11

3.      Legal Proceedings.......................................................................11

4.      Submission of Matters to a Vote of Security Holders.....................................12

5.      Market Price for the Registrant's Common Equity and Related Stockholders Matters........12

6.      Management's Discussion and Analysis of Financial Condition and
        Results of Operations...................................................................13

7.      Financial Statements......................................................F-1 through F-14

8.      Changes in and Disagreements with Accountants...........................................15

9.      Directors, Executive Officers, Promoters and Control Persons............................16

10.     Executive Compensation - Remuneration of Directors and Officers.........................18

11.     Security Ownership of Certain Beneficial Owners and Management..........................18

12.     Certain Relationships and Related Transactions..........................................19

13.     Index to Exhibits.......................................................................20

14.     Controls and Procedures.................................................................20


15.     Certifications..........................................................................21

                                    PART II.

EXHIBITS

        Index to Exhibits
        Exhibits..................................................................E-1 through E-26

SIGNATURES......................................................................................23

</table>

THIS REPORT ON FORM 10-KSB IS FOR THE YEAR ENDING DECEMBER 31, 2002.  THE REPORT
HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IN APRIL 2003.  TO
THE EXTENT PRACTICABLE, THE DISCLOSURE CONTAINED HEREIN HAS BEEN PREPARED TO
SPEAK AS OF DECEMBER 31, 2002. ICEBERG BRANDS CORPORATION HAS INCLUDED A SECTION
BELOW ENTITLED "SUBSEQUENT EVENTS" WHICH DISCUSSES CERTAIN MATERIAL EVENTS WHICH
OCCURRED SUBSEQUENT TO DECEMBER 31, 2002.

PART I

Item 1. Description of Business.

Our Background. 2UOnline.com, Inc., formerly Power Direct, Inc., was
incorporated in the State of Delaware on September 13, 1993, and we maintain our
principal executive offices at 1288 Alberni Street, Suite 806, Vancouver,
British Columbia, Canada V6E 4N5. Our offices in the United States are located
at 4291 Meridian Street, Suite 29, Bellingham, Washington 98226.

We changed our name from Power Direct, Inc., to 2UOnline.com, Inc. by filing a
Certificate of Amendment to our Certificate of Incorporation on January 31,
2000. We also changed our trading symbol from "PWDR" to "TWOU" in order to
reflect our decision to shift our focus from oil and gas production to Internet-
related activities. Our symbol was then 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". Our most recent symbol is "TOUO".

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.

The LAK Ranch Property. On January 15, 1999, we entered into a letter of intent
with Rising Phoenix Development Group Ltd., a Canadian corporation, located in
Vancouver, British Columbia, Canada to acquire all the assets of Rising Phoenix,
including that company's interest in the oil and natural gas rights on 6,360
acres located in the Powder River Basin of eastern Wyoming, known as the LAK
Ranch property. Such interest included Rising Phoenix's interest in a Joint
Venture Contract with Derek Resources Corporation. Under the Joint Venture
Agreement, Derek Resources and Rising Phoenix were to jointly operate the
Wyoming Property. On or about November 15, 1999, we entered into a definitive
asset purchase and sale agreement with Rising Phoenix that memorializes the
terms and conditions contained in the letter of intent.

The letter of intent required us to, among other things, pay Rising Phoenix
$75,000 as well as issue 3,800,000 shares of our common stock to Rising Phoenix
(valued at $1,520,000). We also issued 800,000 shares of our common stock to
Jeff Shear (400,000 shares) and Frank Cecchin (400,000 shares) as a "finder's
fee". Mr. Shear and Mr. Cecchin, other than their share ownership, are not
affiliated with us. The 800,000 shares have been valued at $240,000. An
"Assignment of Working Interest in Oil and Gas Lease was accepted for filing  on
October 5, 2000 in the Offices of County Clerk for Weston County, Wyoming,
whereby Rising Phoenix's Working Interest in the Wyoming Property was
transferred and assigned to us. On September 20, 2000, we signed an "Asset
Purchase and Sale Agreement" with ASDAR Inc. (thereafter "Precise Life Sciences
Ltd.", now "Iceberg Brands Corporation"), a Nevada corporation, whereby we sold
all of our working interest in the Wyoming Property to Iceberg Brands
Corporation for five million (5,000,000) shares of Iceberg Brands Corporation
common stock.

On October 13, 2000, an "Assignment of Working Interest in Oil and Gas Lease"
was filed in the Offices of County Clerk for Weston County, Wyoming, whereby our
working interest in the Wyoming Property was transferred and assigned to Iceberg
Brands Corporation and Iceberg Brands Corporation issued five million
(5,000,000) restricted shares of its common stock to us.  At the time of the
transaction with Iceberg Brands Corporation, Jack Sha was our president and a
member of our board of directors as well as an officer and director of Iceberg
Brands Corporation.  Accordingly, the assignment was recorded as a non-monetary
related party transaction which under ABP 29 was recorded at the original cost
paid to Rising Phoenix in the amount of $1,835,000, which represents the sum of
the cash paid $75,000, the value of the 3,800,000 shares issued to Rising
Phoenix for the acquisition $1,520,000 and the value of 800,000 shares issued as
a finder's fee $240,000. The valuation of the LAK Ranch Property was made by our
management and was considered as a reasonable valuation by our auditors.

Prior to the acquisition of the LAK Ranch Property, Tek Master Ltd. owned 49.6%
of the issued and outstanding common stock of Precise Life Sciences and, as
such, was the largest shareholder of Precise Life Sciences. Tek  Master Ltd. is
not affiliated with us. After the acquisition of the LAK Ranch Property by
Iceberg Brands Corporation, Tek Master Ltd. owned 19.5% of Iceberg Brands
Corporation's issued and outstanding common stock and we owned 48.7% of Iceberg
Brands Corporation's issued and outstanding common stock. We are not affiliated
with Tek Master Ltd.

Iceberg Brands Corporation (formerly Precise Life Sciences Ltd.) Iceberg Brands
Corporation was formed under the laws of the State of Nevada on November 29,
1983 under the General Corporation Law of Nevada. Iceberg Brands Corporation
presently owns small interests in oil and gas properties located in Wyoming and
California. Iceberg Brands Corporation recently changed its name from Precise
Life Sciences Ltd. in recognition that it will pursue business opportunities in
the field of quick service restaurants. Iceberg Brands Corporation is a public
company that trades on the NASD OTCBB under the symbol "IBGB". The following is
a summary of certain financial information for Iceberg Brands Corporation at
December 31, 2002.

                                           2002             2001
Oil and Gas interests                   $2              $300,001
Investment in Iceberg                   $25,000         $0
Total Assets                            $1,029,808      $548,660
Revenues                                $0              $0
Working Capital (deficiency)            $321,438        $73,723
Stockholders Equity                     $806,109        $432,474

During the fourth quarter of 2002, Iceberg issued shares of its common stock
from treasury resulting in a significant reduction of the Company's equity
interest in Iceberg to approximately 4%.  As a result of the significant
reduction of the Company's interest in Iceberg, the Company has reclassified its
investment in Iceberg from an equity investment to available-for-sale securities
whereby its investment is carried at the stated market value.   The President
and a director of the Company is the Secretary and a director of Iceberg

Technology Licensing Agreement with Compte De Sierge. On April 28, 1999, we
entered into a licensing agreement (the "Compte Agreement") with Compte De
Sierge Accommodative Corp., a corporation incorporated in Panama City, Panama
("Compte De Sierge"). In developing its proprietary software, Compte De Sierge
worked in association with a group of programmers doing business as E-Card.
Pursuant to the Compte Agreement, we purchased a worldwide license to utilize
and commercially exploit certain software systems and related proprietary
technology relating to the operation of a greeting card business, hereinafter
referred to as "Greeting Card Website". The licensed technology was developed
and designed by Mr. Conrado Beckerman, a director of Compte De Sierge, and a
team of programmers hired by Compte De Sierge.  The Greeting Card Website has
not produced any historical revenue upon which an estimate of potential revenue
can be determined.

The Compte Agreement required us to make three equal cash payments of $67,660.00
to Compte De Sierge.  The first payment of $67,660.00 was made upon execution of
the Compte Agreement. The second payment of $67,660.00 was made upon completion
of the first phase of beta testing of the software. The third payment was due
upon completion of the second phase of testing. On August 16, 1999, with the
completion of the second phase of testing, we requested that Compte De Sierge
provide us with duplicate copies of all compact discs and files necessary for
the operation of the Greeting Card Website.  E-Card had custody and control of
those items requested by us.  On August 23, 1999, Compte De Sierge denied our
request stating that a conflict among its programmers and E-Card prevented
delivery of such items.  This denial by Compte De Sierge effectively negated any
and all contractual obligations we had to Compte De Sierge under the Compte
Agreement.  On August 30, 1999, we held a meeting with the principals of Compte
De Sierge. At that meeting, Compte De Sierge agreed to discontinue any further
association or involvement with E-Card.  Compte De Sierge also agreed to:

-  assist us in retaining new programmers to complete the Greeting Card
   Website;

-  revise and amend the April 28, 1999 agreement to reflect the
   above change;

- allow us to retain the final $67,660.00 payment under the
  Compte Agreement; and

- change the title of the agreement to the"Proprietary Technology Usage -
  License Agreement".

The Compte Agreement also required us to issue 6,000,000 shares of our common
stock in two separate 3,000,0000 issuances. The first 3,000,000 shares were
issued upon the signing of the Compte Agreement and the second 3,000,000 shares
were issued upon the completion of the beta testing of the Greeting Card Website
software. The shares were valued at $0.30 per share for total consideration of
$1,800,000.00.

Except for the contractual relationship between us and Compte De Sierge
memorialized in the Compte Agreement, and the consulting services provided to us
by Mr. Beckerman, there are no other affiliations or relationships between
either us and Compte De Sierge or any of our subsidiaries and Compte De Sierge.

The Compte Agreement allowed us to grant sub-licenses in the proprietary
technology on terms agreeable to Compte De Sierge.  On June 15, 1999, we entered
into a sub-license agreement with CardStakes.com, Inc., whereby CardStakes.com,
Inc., acquired the worldwide exclusive sub-license to produce the Cardstakes.com
website using the proprietary technology.

In exchange for the rights in the Compte Agreement, CardStakes.com, Inc., issued
us 9,126,531 shares of CardStakes.com, Inc.'s, common stock representing a 59%
controlling interest in CardStakes.com. CardStakes.com is now a majority owned
subsidiary.

Due to the uncertainty of recoverability, we have provided a full impairment
provision for the carrying value of the license resulting in a cumulative loss
of $2,055,938 to December 31, 2002.

Credit Card Processing. In December, 1999, we were approached by a number of
clients looking for credit card processing services. Because we had decided to
focus our business activities on the Internet, we agreed in late December of
1999, to utilize our merchant account beginning in early January 2000 to
generate revenue from credit card processing.  We entered into a relationship
with Mpact Immedia Transaction Services Ltd. whereby we would charge a 15% to
20% transaction fee on all approved credit card transactions as well as a 15%
reserve to accommodate any charge backs and to minimize the element of risk to
any possible reversals.  The 15% reserve was a 6-month revolving reserve whereby
the first month reserves (total of reserves held from day 1 to day 30/31
inclusive) were to be paid out in 6 months plus 1 day. All approved credit card
transactions were totaled on a daily basis.  These daily totals were accumulated
for payment on a weekly basis.

In November 2000, we began to receive a significant number of charge backs from
our clients and the reserves held back were eliminated.  On November 8, 2000, we
were notified by Mpact Immedia Transaction Services Ltd. that it was terminating
our processing activities and in turn, we instructed our clients we would no
longer be processing their transactions.  All card-processing activities were
terminated and we do not intend to resume credit card processing services. If we
are able to raise sufficient funds to do so, we plan to acquire another merchant
account. We do not have any commitment for such funds, however, nor have we
identified any potential sources of such funds. During the operation of the
credit card service, we earned net fees of $98,425.

Our Internet Activities.

Online Casting Agency. In addition to the Internet activities of our subsidiary,
CardStakes.com, Inc. (described below), we are currently developing our own
websites aimed at the Far East markets  We will utilize programs such as
Macromedia Generator, Custom Java Servlets and Microsoft SQL Server to develop
our online presence. Our current project is an Online Casting Agency designed to
connect talent with casting agents and producers. The casting portal will be
delivered over the Internet using Macromedia Flash Content. Web developers use
Flash to create beautiful resizable and extremely small and compact navigation
interfaces, technical illustrations, long-form animations and other dazzling
effects for Web sites and other Web-enabled devices. Graphics and animation
created with Flash technology provide a positive experience for the audience. We
believe that Flash sites are more attractive than those using traditional Web
technologies. We also believe that Flash technology offers a more compelling
experience than static HTML. Web sites designed in Flash playback full-screen on
all monitor sizes and consistently across multiple platforms making content
interaction for Web users feel more familiar.

The Talent Directory will give both the experienced and the aspiring
model/actor/entertainer unique opportunities to have his or her photo appear
before the professionals who are continually in search of talent and fresh new
faces.  For a yearly subscription fee, an industry professional will be able to
post his or her name, specifications, experience, training and special skills
and a scan up to nine (9) high resolution photos to be stored in the talent
database on our proposed website. We anticipate that the content of the Talent
Directory will be offered free to agents, film producers, photographers, casting
directors, model/talent agencies, television stations/networks, newspapers,
fashion magazines, and many other prospective employers to help fulfill their
hiring needs. The revenue source will come exclusively from the subscription
fees paid by the aspiring professional.

To fulfill the requirements of this project, we plan to contract out our in-
house development team to provide the necessary programming and database design
skills needed during the development phase.  Once development of this project
has been completed, we will be providing the client with web hosting, e-mail and
any necessary technical support services needed for day-to-day operations of the
site. To date, the project is substantially complete and we require funding in
order to effectively market the site. The launching of this project is dependant
on our ability to raise operating funds. If we are not able to raise operating
funds, we will not be able to effectively launch the website portal. To date, we
have not been able to raise the operating funds and as as such, the project has
not been launched.

Our URL's. A Universal Resources Locator ("URL") is the address of a page on the
World Wide Web. Every web page has an URL that identifies it, and which provides
enough information for a computer connected to the Internet to locate it. In
order to participate in the rapidly growing and lucrative business of the
Internet and because we believe that certain URL's have value, we entered into
the following URL purchase agreements 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.

As of December 31, 2002, these websites had generated no revenues and we wrote
down the carrying value ($35,189) of these intangible assets to a nominal value
of $1, due to uncertainty of realization.

Our Subsidiary-- Cardstakes.com, Inc.

On February 19, 1999, we caused PDTech.com, a Nevada corporation, to be formed
as our subsidiary.  On June 8, 1999, PDTech.com changed its name to
CardStakes.com, Inc., ("CardStakes.com"). At the time CardStakes.com was
incorporated, it was contemplated that founders would be issued founders shares
in CardStakes.com in consideration for incorporating and initially financing
CardStakes.com.

Between June 15, 1999, and July 7, 1999, CardStakes.com issued 7,126,531 shares
of its common stock to us pursuant to the sub-licensing agreement between us and
CardStakes.com. Under the licensing agreement, Cardstakes.com purchased the
right to utilize and exploit the technology necessary to sell greeting cards
over the Internet (more particularly described in the Compte Agreement). On
August 16, 1999, we issued to each of our shareholders entitled to receive
dividends, one (1) share of CardStakes.com's common stock for every eight (8)
shares of our common stock.  We issued a total of 2,199,779 shares of
CardStakes.com's common stock to our shareholders. The purpose for issuing these
shares in Cardstakes.com to 2Uonline.com, Inc. shareholders was in consideration
for their patience in what has been a slow implementation of the Cardstakes.com
business. On September 10, 1999, and in consideration for the removal of the
anti-dilution provision from CardStakes.com's Articles of Incorporation (more
particularly described in Item 12.5.), CardStakes.com issued an additional
2,000,000 shares of its common stock to us. Currently, we own a 59% interest in
CardStakes.com

As discussed above, the Compte Agreement allows us to grant sublicenses in
certain proprietary technology to third parties on terms agreeable to Compte De
Sierge. On June 15, 1999, CardStakes.com became such a third party licensee. In
consideration for the sub-license, Cardstakes.com will pay a sub-licensing fee
to us based on the amount of revenue earned by the Cardstakes.com website.
Specifically, CardStakes.com has agreed to pay us an amount equal to fifty-one
percent (51%) of the gross revenue which includes, without limitation, revenue
derived from any and all value generated by the CardStakes.com website. The
payments shall be paid to us weekly and each payment shall be accompanied by a
statement of Gross Revenue in a form acceptable to us. The agreement also
required CardStakes.com to issue 2UOnline.com 7,126,531 shares of
CardStakes.com's common stock. Finally, we agreed with CardStakes.com that all
proprietary information exchanged between us and CardStakes.com would be kept
confidential.

The Greeting Card Industry. Based on our research, including, but not limited
to, searching the Internet for similar operations, we believe that the greeting
card website designed by CardStakes.com is the first Internet site to combine a
greeting card and a scratch and win entry. A card from CardStakes.com can
feature special effects, animation, music, and custom designs. The cards at
www.cardstakes.com can be sent free with or without a purchase while visiting
any of the websites set up by us. The CardStakes.com website is currently not
operational and currently does not offer any products. CardStakes.com is
attempting to update its website and complete the maintenance. We cannot predict
when CardStakes.com will complete its maintenance and development activities.

CardStakes.com's Electronic Greeting Card. Once operational, customers of
CardStakes.com will be able to send animated, singing, speaking, 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.

Competition in the Greeting Card Industry. Competition in the Internet greeting
card industry is significant.  Certain of CardStakes.com's competitors have more
experience, seasoned management, name recognition, marketing capabilities and
financial resources than CardStakes.com. CardStakes.com may also encounter
increasing competition from new as well as existing Internet greeting card
operations.  CardStakes.com may also encounter indirect competition from
companies selling greeting cards in the traditional storefront form.  It is
possible that increased competition could have a material adverse effect on
CardStakes.com. Many of these competitors have greater financial and other
resources, and more experience in the greeting card industry than
Cardstakes.com. There can be no assurance that competitors have not or will not
succeed in developing technologies that are more effective than any which that
have been or are being developed by CardStakes.com or which would render the
greeting card operations of CardStakes.com obsolete and non-competitive.

Business Interruption; Reliance on Computer and Telecommunications
Infrastructure. Our success and the success of our subsidiary will be dependent
in large part on our continued investment in sophisticated telecommunications
and computer systems and computer software. If funds are available, we
anticipate making significant investments in the acquisition, development, and
maintenance of such technologies in an effort to remain competitive.  We
anticipate that such expenditures will be necessary on an on-going basis.
Moreover, computer and telecommunication technologies are evolving rapidly and
are characterized by short product lifecycles, which requires us to anticipate
technological developments. There can be no assurance that we will be successful
in anticipating, managing or adopting such technological changes on a timely
basis or that we will have the capital resources available to invest in new
technologies. In addition, Internet related business is highly dependent on
computer and telecommunications equipment and software systems, the temporary or
permanent loss of which, through physical damage or operating malfunction, could
have a material adverse effect on our business.

Our Websites. We have various planned websites which are not yet operational. We
plan to utilize the URL's we purchased to establish various websites. We
anticipate that our websites, once fully developed, will offer products such as
jewels, flowers, chocolates and original art. We anticipate that revenue will be
generated from the sale of products at our websites.

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 another merchant account (see credit card processing
section above) and secure additional funding.  Until we are able to acquire
another merchant account (there is no guarantee that we will be able to acquire
another merchant account), our websites and the Cardstakes.com website will
remain down.

Ownership Interests. The following chart specifies our stock ownership:

<table>
<caption>

                              <c>                                   <c>
Percent Ownership               Entity                              Nature of Ownership
     50.65%                 Cardstakes.com                   4,926,752 Shares of Common Stock
      3.56%                 Iceberg Brands Corporation       457,403 Shares of Common Stock

Employees. We currently have 2 full-time employees.  None of our employees are
subject to any collective bargaining agreements.

</table>

The Following are Material Subsequent Events (Occurring after December 31,
2002).

Amendments to the Articles of Incorporation On January 2, 2003, the Company held
a Special Meeting whereby the Board of Directors, by unanimous consent and with
majority shareholder approval, adopted, effective January 8, 2003, an amendment
to its Articles of Incorporation, whereby a reverse stock split of its common
shares on a 1:10 basis resulted in a decrease to the total issued and
outstanding shares of common stock from 40,547,500 shares to 4,054,750 shares
issued and outstanding.

Service Agreements On January 10, 2003, the Company entered into an agreement
with various private companies controlled by significant shareholders, with two
and one-half year terms, whereby these companies will provide investment-banking
services to the Company (valued at $125,000) in exchange for 1,250,000
restricted shares of the Company's post-reverse split shares.

On January 10, 2003, the Company entered into an agreement with a private
company controlled by a significant shareholder and a private company controlled
by an employee, with two year terms, whereby these companies will provide
investor relations services to the Company (valued at $70,000) in exchange for
700,000 restricted shares of the Company's post-reverse split shares.

On January 10, 2003, the Company issued 100,000 restricted shares of the
Company's post-reverse split shares to two directors for services valued at
$10,000.

Asset Acquisition On January 14, 2003, the Company reached an agreement to
acquire the "Miss Beverly Hills" entity from Atlantis Cay Ltd. In consideration
for the issuance of 10,000,000 restricted shares of the Company's post-reverse
split common shares to Atlantis Cay Ltd. and its agents.  The Company intended
to market Miss Beverly Hills beauty products, clothing and apparel, as well as
health and weight loss supplements, with the support of the Miss Beverly Hills
pageant winners. 2UOnline's marketing efforts were aimed at utilizing
infomercials, television shopping channels, product placement and online through
the Miss Beverly Hills website. The Company was not provided with the necessary
data and information about the "Miss Beverly Hills" entity in a timely manner,
as required by the agreement, nor was it satisfied with the proposed terms of
transfer of all rights of ownership. On February 4, 2003, at a Special Meeting
of the Board, it was decided not to proceed with this acquisition.  Accordingly,
the 10,000,000 post-reverse split restricted shares were returned to treasury
and cancelled.

Changes in Securities On January 21, 2003, the Company issued 5,000,000 shares
of post-reverse split shares at a price of $0.04 per share representing a 33.33%
discount to the estimated fair value of $.06 per share in settlement of
outstanding and ongoing consulting fees and services totaling $200,000.  Of the
5,000,000 post-reverse split shares issued, 2,500,000 were issued to parties
related to the "Miss Beverly Hills" acquisition, 830,000 were issued to two
significant shareholders for consulting services and 320,000 were issued to two
employees for consulting services.  The Company registered these post-reverse
split shares for trading by way of an S-8 Registration Statement filed on
January 21, 2003.  In February, 2003, pursuant to the termination of the
agreement with Atlantis Cay Ltd., 2,500,000 post-reverse split shares issued
were re-acquired, returned to treasury and cancelled.  The fair value of the
2,500,000 post-reverse split shares that remained issued in settlement of
services totaling $100,000, exceeded the outstanding debts by an amount of
$50,000.  This amount will be recorded as a loss on settlement of debt in the
first quarter of 2003.

On January 21, 2003, the Company filed a Registration Statement on Form S-8 to
cover 2,000,000 shares of post-reverse split shares, par value $0.001 per share
to be issued pursuant to the Company's 2003 Stock Incentive and Option Plan.
The Company registered these shares for trading by way of an S-8 Registration
Statement filed on January 21, 2003.  The Company granted options to acquire a
total of 250,000 post-reverse split shares of common stock at a price of $.06
per share.  In February, these options were exercised in full and the Company
issued 250,000 post-reverse split shares.  In March, 2003, an optionee failed to
comply with  the Stock Option Agreement and as a result, 50,000 post-reverse
split shares were re-acquired, returned to treasury and cancelled.


Item 2.  Description of Property.

Property Held by Us.  As of the dates specified in the following table, we held
the following property in the following amounts:

Property        December 31, 2002       December 31, 2001
Cash    US $1   US $5,607

We do not presently own any interests in real estate. We do not presently own
any inventory or equipment.

Our Facilities.  We do not own any real property.  However, we do lease space
from Holm Investments Ltd., a shareholder of the Company.  We lease the space
for a total of $2,050.00 a month. The term of the lease expires on August 1,
2003.




Item 3.  Legal Proceedings.

Slayton Litigation On June 13, 2000, a Statement of Claim, on behalf of the
Company as Plaintiff, was filed in District Court, Clark County, Nevada and
served on James E Slayton, Carolyn Slayton, and Dianne Bennitt as co-defendants.
Our lawsuit contained the following allegations: (i) First Cause of Action -
Damages for Negligence; (ii) Second Cause of Action - Damages for Deceit; (iii)
Third Cause of Action - Breach of Contract;  (iv) Fourth Cause of Action -
Fraud; and (v) Fifth Cause of Action - Negligent Misrepresentation of Fact.  In
the complaint, we alleged that Defendant's committed professional malpractice in
that they negligently prepared our financial statements and failed to adequately
respond to comments by the Securities and Exchange Commission. However, on or
about May 4, 2001, we dismissed the lawsuit without prejudice, reserving our
right to re-file when, and if, we feel it is appropriate.


Item 4.  Submission of Matters to Vote of Security Holders

See Part I - Material Subsequent Events.

PART II

Item 5.  Market Price for Common Equity and Related Stockholder Matters.

As at December 31, 2002 there were approximately 2,000 holders of the
outstanding shares of the 2UOnline.com, Inc.'s $0.0001 par value common stock.
2UOnline.com, Inc. participates in the OTC Bulletin Board Electronic Quotation
System maintained by the National Association of Securities Dealers, Inc. 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". Our most recent trading symbol
is "TOUO".

The public may read and copy any materials filed with the SEC at the SEC's
Public Reference Room at 450 Fifth Street NW, Washington, D.C. 20549. The public
may also obtain information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that
contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC. The address of that
site is http://www.sec.gov.

Common Stock. The Company is authorized to issue 100,000,000 shares of common
stock, $.0001 par value, each share of common stock having equal rights and
preferences, including voting privileges.  The shares of $.0001 par value common
stock of the Company constitute equity interests in the Company entitling each
shareholder to a pro rata share of cash distributions made to shareholders,
including dividend payments.  The holders of the Company's common stock are
entitled to one vote for each share of record on all matters to be voted on by
shareholders.  There is no cumulative voting with respect to the election of
directors of the Company or any other matter, with the result that the holders
of more than 50% of the shares voted for the election of those directors can
elect all of the Directors.  The holders of the Company's common stock are
entitled to receive dividends when, as and if declared by the Company's Board of
Directors from funds legally available therefore; provided, however, that the
cash dividends are at the sole discretion of the Company's Board of Directors.
In the event of liquidation, dissolution or winding up of the Company, the
holders of common stock are entitled to share ratably in all assets remaining
available for distribution to them after payment of liabilities of the Company
and after provision has been made for each class of stock, if any, having
preference in relation to the Company's common stock.  Holders of the shares of
Company's common stock have no conversion, preemptive or other subscription
rights, and there are no redemption provisions applicable to the Company's
common stock.  All of the outstanding shares of the Company's common stock are
duly authorized, validly issued, fully paid and non-assessable.

As of December 31, 2002, 40,574,500 shares of 2UOnline.com, Inc.'s common stock
were issued and outstanding. At December 31, 2002, we had a capital deficiency
of $136,234. See Part I - Subsequent Events.

CardStakes.com Stock Transfer.  On August 16, 1999, we issued to each of our
shareholders entitled to receive dividends, one (1) share of Cardstakes.com's
common stock for every eight (8) shares of our common stock held by the
shareholder.  We issued a total of 2,199,779 shares of Cardstakes.com's common
stock to our shareholders.



Sale of Securities during 2002.

S-8 filed November 6, 2002.  On November 6, 2002 the Company issued a total of
8,950,000 common shares to employees and consultants in settlement of
outstanding management and consulting fees totaling $89,500.  Of the 8,950,000
common shares issued, 1,750,000 were issued to two significant shareholders and
3,200,000 were issued to two employees for consulting services.  The fair value
of the shares issued exceeded the outstanding debts by an amount of $89,500,
which has been recorded as a loss on settlement of debt.

Item 6.  Management's Discussion and Analysis of Financial Condition or 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 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.

Liquidity and Capital Resources.   At December 31, 2002, we had cash resources
of $1, total current assets of  $128,345 and total current liabilities of US
$343,256.  At December 31, 2002, total current liabilities exceeded total
current assets by US $214,911. The cash and equivalents constitute our present
internal sources of liquidity.  We do not believe that our available cash is
sufficient to pay our day-to-day expenditures, therefore, we rely on management
to provide the necessary funds to pay these day-to-day expenditures. We have one
other external source of liquidity, that being the sale of our common stock.

Results of Operations. We have not yet realized any significant revenue from
operations, nor do we expect to in the foreseeable future. Loss from operations
increased from $1,000.00 for the year ended December 31, 1997, to $10,797 for
the year ended December 31, 1998, to $4,201,051 for the year ended December 31,
1999, to $1,350,249 for the year ended December 31, 2000, to $1,495,844 for the
year ended December 31, 2001 and $ 1,025,820 for the year ended December 31,
2002.  Our net loss decreased slightly from 2001 to 2002 primarily because of a
decrease in general and administrative expenses. Our losses from September 13,
1993 (inception), to December 31, 2002, were $8,304,739.  Such losses were due
primarily to the write-off of URL acquisitions costs a well as the write-down of
URL's, the write-down of the technology license, the equity loss from Iceberg
Brands Corporation, website expenses, payment of consulting fees, management
fees, and payment of fees for investor relations.

To address the going concern problem discussed in our financial statements, we
will require additional working capital.  We will also require additional funds
to implement our business strategies, including funds for:
-       payment of increased operating expenses, and
-       further implementation of  business strategies.

No assurance can be given, however, that we will have access to the capital
markets in the future, or that financing will be available on acceptable terms
to satisfy our cash requirements needed to implement our business strategies.
Our inability to access the capital markets or obtain acceptable financing could
have a material adverse effect on our results of operations and financial
condition and could severely threaten our ability to operate as a going concern.

Our forecast of the period of time through which our financial resources will be
adequate to support our operations is a forward-looking statement that involves
risks and uncertainties, and actual results could vary as a result of a number
of factors.

Our Plan of Operation for the Next 12 Months.  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 borrowings and other resources.  To the extent
that additional capital is raised through the sale of equity or equity-related
securities, the issuance of such securities could result in dilution of 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 12 months, we may be required to curtail our operations
significantly or to obtain funds through entering into arrangements with
collaborative partners or others that may require us to relinquish rights to
certain of our assets that we would not otherwise relinquish.

We do not anticipate any material expenditures within the next 12 months that
will affect our liquidity.  We do not anticipate any significant research and
development within the next 12 months, nor do we anticipate that we will lease
or purchase any significant equipment within the next 12 months. We do not
anticipate a significant change in the number of our employees within the next
12 months. We are not aware of any material commitment or condition that may
affect our liquidity within the next 12 months.

Audit Committee As of the date of this Annual Report, we have not appointed
members to an audit committee and, therefore, the respective role of an audit
committee has been conducted by our Board of Directors.  When established, the
audit committee's primary function will be to provide advice with respect to our
financial matters and to assist the Board of Directors in fulfilling oversight
responsibilities regarding finance, accounting, tax and legal compliance. The
audit committee's primary duties and responsibilities will be to: (i) serve as
an independent and objective party to monitor our financial reporting process
and internal control system; (ii) review and appraise the audit efforts of our
independent accountants; (iii) evaluate our quarterly financial performance as
well as compliance with laws and regulations; (iv) oversee management's
establishment and enforcement of financial policies and business practices; and
(v) provide and open avenue of communication among the independent accountants,
management and the board of directors.

Our Board of Directors has considered whether the regulatory provision of non-
audit service is compatible with maintaining the principal independent
accountant's independence.

Audit Fees As of the date of this Annual Report, 2Uonline.com, Inc. has incurred
$6,500 as fees billed by its principal independent accountants for professional
services rendered in connection with  our audited financial statements for the
fiscal year ended December 31, 2002.  For fiscal year ended December 31, 2002,
2Uonline.com, Inc. incurred $4,400 as fees billed by its principal independent
accountant for all other non-audit services (such as review of the Company's
quarterly financial statements and other expert services).



Item 7.  Financial Statements



AUDITORS' REPORT

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED STATEMENTS OF OPERATIONS

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

CONSOLIDATED STATEMENTS OF CASH FLOWS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


LABONTE & CO.
C H A R T E R E D   A C C O U N T A N T S


610 - 938 Howe Street
Vancouver, BC  Canada
V6Z 1N9
Telephone       (604) 682-2778
Facsimile       (604) 689-2778
Email         info@labonteco.com


AUDITORS' REPORT

To the Board of Directors and Stockholders of 2U Online.com, Inc.

We have audited the consolidated balance sheets of 2U Online.com, Inc. (a
development stage company) as at December 31, 2002 and 2001 and the consolidated
statements of operations, stockholders' equity and cash flows for the years then
ended.  These consolidated financial statements are the responsibility of the
Company's management.  Our responsibility is to express an opinion on these
consolidated financial statements based on our audit.

We conducted our audits in accordance with Canadian and United States generally
accepted auditing standards.  Those standards require that we plan and perform
an audit to obtain reasonable assurance whether the financial statements are
free of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, these consolidated financial statements present fairly, in all
material respects, the financial position of the Company as at December 31, 2002
and 2001 and the results of its operations and its cash flows and changes in
stockholders' equity for the years then ended in accordance with United States
generally accepted accounting principles.

CHARTERED ACCOUNTANTS Vancouver, B.C. March 18, 2003

COMMENTS BY AUDITORS FOR U.S. READERS ON CANADA-UNITED STATES REPORTING
DIFFERENCES

In the United States, reporting standards for auditors would require the
addition of an explanatory paragraph following the opinion paragraph when the
financial statements are affected by conditions and events that cast substantial
doubt on the Company's ability to continue as a going concern, such as those
described in Note 1.  Our report to the stockholders and Board of Directors
dated March 18, 2003 is expressed in accordance with Canadian reporting
standards which do not permit a reference to such conditions and events in the
auditors' report when these are adequately disclosed in the financial
statements.


LABONTE & CO
CHARTERED ACCOUNTANTS


Vancouver, B.C.
March 18, 2003



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

                          CONSOLIDATED BALANCE SHEETS

<table>
<caption>

                                                        <c>                  <c>
                                                     December 31, 2002       December 31, 2001
                                                     ------------------      -----------------
ASSETS
CURRENT ASSETS
        Cash                                              $      1           $     5,607
        Taxes recoverable                                      233                   480
        Available for sale securities (Note 3)              68,611                     -
        Due from related party                                  -                  2,000
        Current portion of prepaid Service Contract(Note 4) 59,500                71,896
                                                            ------               --------
                                                           128,345                79,983

INVESTMENT IN ICEBERG BRANDS CORPORATION (Note 3)                -               764,344
PREPAID SERVICE CONTRACTS (Note 4)                          64,464               123,964
FURNITURE AND EQUIPMENT, net of depreciation                14,212                20,303
OTHER INTANGIBLE ASSETS                                          1                35,189
                                                          ---------            ----------
                                                         $ 207,022           $ 1,023,783
                                                          =========            ==========

LIABILITIES
CURRENT
        Accounts payable and accrued liabilities         $ 122,844           $   133,461
        Loans payable                                            -                 5,000
        Due to related parties (Note6)                     220,412               181,568
                                                          ---------             ---------
                                                           343,256               320,029
                                                          =========             =========
GOING CONCERN (Note 1)

STOCKHOLDERS' EQUITY (CAPITAL DEFICIENCY)

CAPITAL STOCK (Note 5)
        Common stock, $.0001 par value, 100,000,000
         shares authorized                                   4,055                 3,160
        4,054,750 post reverse-split
        (2001 - 3,159,750 post reverse-split)
        shares issued and outstanding
        Additional paid-in capital                        8,157,618             7,979,513
        Deficit accumulated during the development stage (8,304,739)           (7,278,919)
        Accumulated other comprehensive income                6,832                     -
                                                         ------------          -----------
                                                           (136,234)              703,754

                                                        $   207,022          $  1,023,783
                                                         ===========          ============
The accompanying notes are an integral part of these consolidated financial statements.

</table>

<table>
<caption>

                                         <c>                      <c>                      <c>



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

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                                                                         September 13, 1993
                                           Year ended              Year ended            (inception)
                                           December 31, 2002       December 31, 2001     to December 31, 2002
                                           -----------------       -----------------     --------------------
REVENUES

        Processing Fees                     $       -              $         -           $      98,425
        Sale of Oil & Gas Interest                  -                        -                  47,501
        Interest Income                             -                    1,286                   2,927
                                            ------------            -----------          -------------
                                                    -                    1,286                 148,853

GENERAL AND ADMINISTRATIVE EXPENSES
        Advertising and marketing                   -                        -                  55,305
        Consulting fees                       149,000                   62,026                 921,700
     Loss on settlement of debt (Note 6)       89,500                        -                  89,500
        Depreciation                            6,091                    8,017                  26,782
        Investor relations                     12,395                  148,746                 349,265
        Management fees                        24,000                   24,000                 322,654
        Office and general                     34,143                   68,469                 258,047
        Professional fees                      18,965                   55,833                 277,216
        Stock-based compensation                    -                        -                 253,669
        Travel and accommodation                1,197                   11,071                 144,231
        Wages and benefits                      3,439                   33,997                 109,096
        Website development costs                   -                  126,876                 345,682
        Write-down of URLs                     35,188                        -               1,659,192
        Write-down of technology license            -                        -               2,055,938
        Write-off of other assets                   -                        -                 145,186
                                            -----------              -----------         -------------
                                              373,918                  539,035               7,013,463

LOSS BEFORE THE FOLLOWING:                  (373,918)                (537,749)             (6,864,610)
EQUITY LOSS IN ICEBERG                      (346,053)                (958,095)             (1,394,280)
WRITE DOWN OF INVESTMENT IN ICEBERG         (313,301)                        -               (313,301)
GAIN ON SALE OF SECURITIES (Note 3)             7,452                        -                   7,452
MINORITY INTEREST IN CARDSTAKES' LOSS               -                        -                 479,978
                                           ------------              -----------         -------------
NET LOSS FOR THE YEAR                    $(1,025,820)             $ (1,495,844)          $ (8,084,761)


BASIC NET LOSS PER SHARE                $      (0.03)             $      (0.05)

WEIGHTED AVERAGE COMMON SHARES
        OUTSTANDING (Note 7)               32,946,130                31,597,500



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

</table>

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

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

    FOR THE PERIOD FROM SEPTEMBER 13, 1993 (INCEPTION) TO DECEMBER 31, 2002


<table>
<caption>

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

                                                                                  Deficit                   Accumulated
                                  Number                       Additional         accumulated during        other
                                of shares        Amount        Paid In Capital    the development stage     comprehensive
                                                                                                            income (loss)    Total
                               ----------       --------     -----------------   ---------------------    ---------------  --------
Balance, September 30, 1993       10,000        $   100      $         900        $      (1,000)           $     -         $    -
Net loss for the years ended
December 31, 1993 through 1997         -              -                  -                    -                  -              -

July 30, 1998 - changed from
$.01 par value to $.0001 par value     -            (99)                 99                   -                  -              -

July 30, 1998 - forward stock
split 200:1                    1,990,000            199                (199)                  -                  -              -

October 21, 1998 - forward
stock split 3:1                4,000,000            400                (400)                  -                  -              -

Net loss for the year
ended December 31, 1998                -              -                   -             (10,797)                 -        (10,797)

Balance, December 31, 1998     6,000,000            600                 400             (11,797)                 -        (10,797)
January 6, 1999 - common
stock issued for Rising
Phoenix finders' fee at
$0.30 per share                  800,000             80             239,920                   -                  -        240,000

January 6, 1999 - common
stock issued for cash and
management remuneration
at $0.30 per share               600,000             60             179,940                   -                  -        180,000

January 28, 1999 - commons
stock issued for services
at $0.36 per share               600,000             60             215,940                   -                  -        216,000

February 26, 1999 - common
stock issued for services
at $0.36 per share
                                 500,000             50             179,950                   -                  -        180,000
April 14, 1999 - common
stock issued for cash
(net of finance fee
 of $99,500) at $0.08
 to $0.25 per share            7,127,500            713             899,787                   -                  -        900,500

Less:  fair value of
warrants issued on financing           -              -           (764,095)                   -                  -      (764,095)

April 14, 1999 - warrants
issued on financing                    -              -             764,095                   -                  -       764,095

April 23, 1999 - stock
-based compensation                    -              -             210,706                   -                  -       210,706

April 28, 1999 - common
stock issued for
technology licence
finder's fee at $0.30
per share                        400,000             40             119,960                   -                  -       120,000

June 15, 1999 - common
stock issued for
technology license at
$0.30 per share                3,000,000            300             899,700                   -                  -       900,000

June 15, 1999 - common
stock issued for
services at
$0.25 per share                   20,000              2               4,998                   -                  -         5,000

June 30, 1999 - common
stock issued for services
at $0.26 per share               250,000             25              64,975                   -                  -        65,000

July 15, 1999 - warrants
issued for URL purchase                -              -             328,858                   -                  -       328,858

July 20, 1999 - common
stock issued for cash
on exercise of
warrants at $0.30 per share      800,000             80             239,920                   -                  -       240,000

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

</table>


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

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

    FOR THE PERIOD FROM SEPTEMBER 13, 1993 (INCEPTION) TO DECEMBER 31, 2001

<table>
<caption>

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


                                                                                  Deficit                   Accumulated
                                  Number                       Additional         accumulated during        other
                                of shares        Amount        Paid In Capital    the development stage     comprehensive
                                                                                                            income (loss)   Total
                              - ----------       -------        ----------       -----------             --------------   -------


September 1, 1999 - warrants
issued  for URL purchase               -               -           220,146                 -                  -          220,146

September 1, 1999 - common stock
issued for cash on exercise
of warrants at $0.30 per share   100,000              10            29,990                 -                  -           30,000

October 14, 1999 - common stock
issuedfor cash on exercise of
warrants at $0.25 per share       40,000               4             9,996                 -                  -           10,000

October 22, 1999 - stock-based
compensation                           -               -            42,963                 -                  -           42,963

November 3, 1999 - common
stock issued for cash
on exerciseof warrants
at $0.25 per share               100,000              10            24,990                 -                  -           25,000

November 9, 1999 - common
stock issuedfor technology
icense at $0.30 per share      3,000,000             300           899,700                 -                  -          900,000

November 15, 1999 - common
stock issued for cash on
exercise of warrants at
$0.25 per share                  200,000              20            49,980                 -                  -           50,000

November 19, 1999 - common
stock issued for
acquisition of
URL's at $0.30 per share         650,000              65           194,935                 -                 -           195,000

November 24, 1999 - common
stock issued for acquisition
ofURL's at $0.30 per share       800,000              80           239,920                 -                 -           240,000

November 25, 1999 - common
stock issued for acquisition
of URL's at $0.30 per share      500,000              50           149,950                 -                 -           150,000

November 25, 1999 - common
stock issuedfor acquisition
of URL's at $0.30 per share      250,000              25            74,975                 -                 -            75,000

November 29, 1999 - common
stock issued for cash on
exercise of warrants at
$0.25 per share                   40,000               4             9,996                 -                 -            10,000

December 6, 1999 - common
stock issued for cash on
exercise of warrants at
$0.25 per share                   50,000               5            12,495                 -                 -            12,500

December 9, 1999 - common
stock issued for cash on
exercise of warrants at
$0.25 per share                   50,000               5            12,495                 -                 -            12,500

Dividends paid                         -               -                 -          (219,978)                -         (219,978)

Net loss for the year ended
        December 31, 1999              -               -                 -        (4,201,051)                -       (4,201,051)
                               -----------       ---------       -----------       -----------             ----      -----------
Balance, December 31, 1999    25,877,500           2,588         5,557,585        (4,432,826)                -        1,127,347


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

</table>

<PAGE>F-6

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

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

    FOR THE PERIOD FROM SEPTEMBER 13, 1993 (INCEPTION) TO DECEMBER 31, 2001

<table>
<caption>

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


                                                                                  Deficit                   Accumulated
                                  Number                       Additional         accumulated during        other
                                of shares        Amount        Paid In Capital    the development stage     comprehensive
                                                                                                            income (loss)    Total
                                ----------       -------        ----------       -------------------        --------------  ------

January 24, 2000 - common stock
issued for cash on exercise
of warrants at $0.25 per share     50,000            5            12,495             -                            -         12,500

January 26, 2000 - common stock
issued for cash on exercise
of warrants at $0.25 per share     80,000            8            19,992             -                            -         20,000

January 31, 2000 - common stock
issued for cash on exercise
of warrants at $0.25 per share     50,000            5            12,495             -                            -         12,500

February 8, 2000 - common stock
issued for cash on exercise
of warrants at $0.25 per share     50,000            5            12,495             -                            -         12,500

February 9, 2000 - common stock
issued for cash on exercise
of warrants at $0.25 per share     50,000            5            12,495             -                            -         12,500

February 11, 2000 - common stock
issued for cash on exercise
of warrants at $0.25 per share    150,000           15            37,485             -                            -         37,500

February 18, 2000 - common stock
issued for cash on exercise
of warrants at $0.25 per share    150,000           15            37,485             -                            -         37,500

February 24, 2000 - common stock
issued for services at $0.85
per share                         700,000           70           594,930             -                            -        595,000

February 24, 2000 - common stock
issued for interest in oil
and gas property                3,800,000          380         1,519,620             -                            -      1,520,000

February 24, 2000 - common stock
issued for cash on exercise
of warrants at $0.25 per share     50,000            5            12,495             -                            -         12,500

February 28, 2000 - common stock
issued for cash on exercise
of warrants at $0.25 per share    100,000           10            24,990             -                            -         25,000

March 2, 2000 - common stock
issued for cash on exercise
of warrants at $0.25 per share          -            5            12,495             -                            -         12,500

March 8, 2000 - common stock
of warrants at $0.25 per share
issued for cash on exercise        50,000            5            12,495             -                           -          12,500

March 17, 2000 - common stock
issued for cash on exercise
of warrants at $0.25 per share     50,000            5            12,495             -                           -          12,500

March 24, 2000 - common stock
issued for cash on exercise
of warrants at $0.25 per share    100,000           10            24,990             -                           -          25,000

March 31, 2000 - common stock
issued for cash on exercise
of warrants at $0.25 per share     50,000            5            12,495             -                           -          12,500




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

</table>

<PAGE>F-7

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

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

    FOR THE PERIOD FROM SEPTEMBER 13, 1993 (INCEPTION) TO DECEMBER 31, 2001

<table>
<caption>

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


                                                                                   Deficit                 Accumulated
                                     Number                       Additional       accumulated during      other
                                   of shares        Amount        Paid In Capital  the development stage   comprehensive
                                                                                                           income (loss)   Total
                                   ----------       -------        ----------       -------------------    --------------  ------

April 12, 2000 - common stock issued
for cash on exercise of warrants
at $0.25 per share                     50,000       $       5     $      12,495       $   -                 $   -        $ 12,500

April 28, 2000 - common stock issued
for cash on exercise of warrants
at $0.25 per share                     50,000               5            12,495           -                     -          12,500

August 10 2000 - common stock issued
for services at $0.30 per share        50,000               5            14,995           -                     -          15,000

October 5, 2000 - common stock issued
for cash on exercise of warrants
at $0.25 per share                     40,000               4             9,996           -                     -          10,000

Net loss for the year ended
    December 31, 2000                                                                (1,350,249)                -      (1,350,249)
                                      ------------       -------        ----------    -----------         ----------   ----------
Balance, December 31, 2000           31,597,500           3,160         7,979,513    (5,783,075)                -       2,199,598
                                     -------------       -------        ----------    -----------         ----------   ----------

Net loss for the year ended
    December 31, 2001                                                                (1,495,844)                -     (1,495,844)
                                      ------------       -------        ----------    -----------         ----------  -----------

Balance, December 31, 2001           31,597,500       $   3,160     $   7,979,513  $ (7,278,919)           $    -       $703,754

November 6, 2002 - common stock
issued for services at $0.02
per share                             8,950,000             895           178,105            -                  -        179,000

Unrealized gain on available
for sale securities                                                                                          6,832         6,832

Net loss for the year ended
  December 31, 2002                                                                   (1,025,820)               -     (1,025,820)

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

Balance, December 31, 2002           40,547,500      $    4,055        $ 8,157,618  $ (8,304,739)        $   6,832   $  (136,234)
                                    ===========      ==========      =============  =============       ===========  ============



On January 8, 2003 the Company effected a 1:10 reverse stock split which
resulted in a decrease in the issued and outstanding shares of common stock from
40,547,500 to 4,054,750 shares.



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

</table>
                              2U ONLINE.COM, INC.
                         (A Development Stage Company)

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<table>
<caption>

                                                             <c>                    <c>                     <c>
                                                                                                                  September 13,
                                                                   Year ended             Year ended             1993 (inception)
                                                                   December 31,           December 31,           to December 31,
                                                                       2002                   2001                    2001
                                                                  ------------           ------------            ---------------
CASH FLOWS FROM OPERATING ACTIVITIES
        Net loss for the period                               $   (1,025,820)        $   (1,495,844)          $    (8,084,761)
        Adjustments to reconcile net loss to
         net cash from operating activities:
        depreciation                                                    6,091                  8,017                    26,782
        non-cash consulting fees                                      149,000                 59,500                   728,992
        loss on settlement of debt                                     85,500                      -                    89,500
        non-cash management fees                                            -                      -                   224,000
        non-cash investors relations fees                              12,395                148,746                   297,493
        stock-based compensation                                            -                      -                   253,669
        non-cash component of URL write-down                           35,188                      -                 1,214,192
        write-down of technology license                                    -                      -                 2,055,938
        write-off of website development costs                              -                126,876                   126,876
        equity loss from Iceberg                                      346,053                958,095                 1,394,280
        write down of investment in Iceberg                           313,301                      -                   313,301
        Gain on sale of securities                                     (7,452)                     -                    (7,452)
        minority interest in Cardstakes'loss                               -                       -                  (479,978)
                                                                 ------------           ------------              ------------
                                                                      (81,744)              (194,610)               (1,847,168)
        net changes in working capital items                           26,325                 29,910                   265,674
                                                                 ------------           ------------              ------------
CASH USED IN OPERATING ACTIVITIES                                     (55,419)              (164,700)               (1,581,494)
                                                                 ------------           ------------              ------------
CASH FLOWS FROM INVESTING ACTIVITIES
        Deposit                                                             -                      -                   (75,000)
        Technology license                                                  -                      -                  (135,938)
        Acquisition of furniture and equipment                              -                (3,195)                   (32,696)
        Website development costs                                           -                      -                  (126,876)
        Other intangible assets                                             -                      -                    (5,189)
        Proceeds from sale of shares of Iceberg                        50,663                 22,429                    73,092
        Cash acquired on acquisition of Cardstakes.com, Inc.                -                      -                   210,000
                                                                 ------------           ------------              ------------
CASH FLOWS FROM INVESTING ACTIVITIES                                   50,663                 19,234                   (92,607)
                                                                 ------------           ------------              ------------
CASH FLOWS FROM FINANCING ACTIVITIES
        Advances (to) fromd party                                        (850)                141,952                   84,102
        Net proceeds on sale of common stock                                -                      -                 1,590,000
                                                                 ------------           ------------              ------------
CASH FLOWS FROM FINANCING ACTIVITIES                                     (850)                141,952                1,674,102
                                                                 ------------           ------------              ------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                       (5,606)               (3,514)                        1

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                          5,607                 9,121                         -
                                                                 ------------           ------------              ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                      $             1         $       5,607           $             1
                                                                 ============           ============              ============

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

</table>
Supplemental cash flow information: On November 7, 2002, 8,950,000 shares were
   issued with a fair value of $179,000 in settlement of  $89,500 of accounts
   payable.  Refer to Notes 4 and 6.

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


                              2U ONLINE.COM, INC.
                         (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

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 has incurred losses
since inception and at December 31, 2002 had a working capital deficiency of
$214,911 and a capital deficiency of $136,234.  The Company and its subsidiaries
are in the development stage, have not generated substantial 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 regarding 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.

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. (inactive), and a 100%
interest in Cardstakes.com Enterprises Ltd. (inactive).

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.

Financial instruments The Company's financial instruments include cash and cash
equivalents, marketable equity securities and accounts payable.  The fair values
of these financial instruments approximate their carrying values.  The fair
value of the Company's marketable equity securities is estimated based on their
market value.  Management believes that the fair value of its accounts payable
approximates its carrying value.

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.  To date the Company has not capitalized
website development costs.

Intangible Assets Intangible assets consist of acquisition costs of Universal
Resource Locators ("URL's").  The Company has adopted the provision of the
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.  The determination of any impairment would include a comparison of
estimated future operating cash flows anticipated during the remaining life with
the net carrying value of the asset as well as a comparison of the fair value to
book value of the Company.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)

Intangible Assets (cont'd) Effective January 1, 2002, the Company adopted the
provisions of SFAS 142 which, upon adoption, requires the Company to make an
initial determination as to whether an impairment of its intangible assets has
occurred as a result of adopting this new accounting policy.  As a result of
applying this impairment test the Company determined that there was no initial
impairment to the value of the URL's however, as of December 31, 2002, the
Company has determined that the URL's are not expected to generate significant
revenue in the future and, as a result, has recorded an impairment in the year
of $35,188, thereby writing down the carrying value of the URL's to $1.

Furniture and Equipment Furniture and equipment is carried at acquisition cost
less accumulated depreciation calculated on a 30% declining balance basis.

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 that 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.

Income Taxes The Company follows the liability method of accounting for income
taxes.  Under this method, future tax assets and liabilities are recognized for
the future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax balances.  Future tax assets and liabilities are measured using
enacted or substantially enacted tax rates expected to apply to the taxable
income in the years in which those differences are expected to be recovered or
settled.  The effect on future tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the date of enactment
or substantive enactment.  A valuation allowance is provided for deferred tax
assets if it is more likely than not that the Company will not realize the
future benefit, or if the future deductibility is uncertain.

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 reflects 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.

Marketable Equity Securities The Company follows the equity method of accounting
for its long-term investments in which it holds less than 50% of the investee's
voting shares and over which it exercises significant influence.  Under this
method, the Company records its shares of the earnings or losses of the
investee.  Management reviews the carrying value of these investments on a
quarterly basis to determine if their 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.

The Company's other investments consist of marketable equity securities which
are available-for-sale and as such, their carrying value is adjusted to market
at the end of each quarter.  As required by SFAS 130, unrealized gains and
losses on these investments are recorded as a component of accumulated other
comprehensive income and are recorded as a component of net income when
realized.  However, if there is a permanent decline in the available-for-sale
securities, this adjustment is taken into income in the period.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)

Stock-based compensation (cont'd) In December 2002, the Financial Accounting
Standards Board issued Financial Accounting Standard No. 148, "Accounting for
Stock-Based Compensation - Transition and Disclosure" ("SFAS No. 148"), an
amendment of Financial Accounting Standard No. 123 "Accounting for Stock-Based
Compensation" ("SFAS No. 123").  The purpose of SFAS No. 148 is to: (1) provide
alternative methods of transition for an entity that voluntarily changes to the
fair value based method of accounting for stock-based employee compensation, (2)
amend the disclosure provisions to require prominent disclosure about the
effects on reported net income of an entity's accounting policy decisions with
respect to stock-based employee compensation, and (3) to require disclosure of
those effects in interim financial information.  The disclosure provisions of
SFAS No. 148 were effective for the Company for the year ended December 31,
2002.

The Company has elected to continue to account for stock-based employee
compensation arrangements in accordance with the provisions of Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees",
("APB No. 25") and comply with the disclosure provisions of SFAS No. 123 as
amended by SFAS No. 148 as described above.  In addition, in accordance with
SFAS No. 123 the Company applies the fair value method using the Black-Scholes
option-pricing model in accounting for options granted to consultants. Under APB
No. 25, compensation expense is recognized based on the difference, if any, on
the date of grant between the estimated fair value of the Company's stock and
the amount an employee must pay to acquire the stock.  Compensation expense is
recognized immediately for past services and pro-rata for future services over
the option-vesting period.

The Company accounts for equity instruments issued in exchange for the receipt
of goods or services from other than employees in accordance with SFAS No. 123
and the conclusions reached by the Emerging Issues Task Force in Issue No.
96-18, "Accounting for Equity Instruments That Are Issued to Other Than
Employees for Acquiring or in Conjunction with Selling Goods or Services" ("EITF
96-18").  Costs are measured at the estimated fair market value of the
consideration received or the estimated fair value of the equity instruments
issued, whichever is more reliably measurable.  The value of equity instruments
issued for consideration other than employee services is determined on the
earlier of a performance commitment or completion of performance by the provider
of goods or services as defined by EITF 96-18.

The Company has also adopted the provisions of the Financial Accounting
Standards Board Interpretation No.44, Accounting for Certain Transactions
Involving Stock Compensation - An Interpretation of APB Opinion No. 25 ("FIN
44"), which provides guidance as to certain applications of APB 25.  FIN 44 is
generally effective July 1, 2000 with the exception of certain events occurring
after December 15, 1998.

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 adoption of SFAS 141
has not had a material impact on the Company's financial position or results of
operations.

In July 2001, the FASB issued Statement of Financial Accounting Standards No.
142 ("SFAS 142"), "Goodwill and Intangible Assets", which revises the accounting
for purchased goodwill and intangible assets.  Under SFAS 142, goodwill and
intangible assets with indefinite lives will no longer be amortized and will be
tested for impairment annually or whenever events or circumstances indicate that
the estimated fair value is less than the related carrying value as determined
on a reporting unit basis.  SFAS 142 is effective for fiscal years beginning
after December 15, 2001.  The adoption of SFAS 142 resulted in an impairment
provision for intangible assets of $35,188 recorded in the fourth quarter of
2002.

NOTE 3 - INVESTMENT IN ICEBERG BRANDS CORPORATION

On September 20, 2000, the Company entered into an Asset and Purchase Agreement
with Asdar Group (now Iceberg Brands Corporation, a Nevada Corporation
("Iceberg").  Pursuant to the Agreement, Iceberg purchased all of the Company's
title and interest in the Wyoming Property.  In exchange, Iceberg issued
5,000,000 of its common stock to the Company, representing an approximate 48%
interest in Iceberg.  The President and a director of the Company is the
Secretary and a director of Iceberg.  In addition, a shareholder of the Company
was issued 475,000 shares of Iceberg's common stock as a finder's fee for
services relating to the agreement.  During the year the Company sold 360,961
(2001 - 65,000) of these shares of Iceberg's for proceeds of $50,663 (2001 -
$22,249) resulting in a gain of $7,452.  Effective September 30, 2002 the
Company determined that the value of its investment in Iceberg had become
permanently impaired and as a result, wrote down its investment by $313,301.
For the period from January 1, 2002 to September 30, 2002 the Company recorded a
net equity loss in Iceberg totalling $346,053.  During the fourth quarter of
2002, Iceberg issued shares of its common stock from treasury resulting in a
significant reduction of the Company's equity interest in Iceberg to
approximately 4%.  As a result of the significant reduction of the Company's
interest in Iceberg, the Company has reclassified its investment in Iceberg from
an equity investment to available-for-sale securities whereby its investment is
carried at the stated market value.   Effective December 31, 2002 the Company
recorded an unrealized gain in the carrying value of its available-for-sale
securities totalling $6,832 which has been recorded as other comprehensive
income for the year and will be included the Company's results of operation upon
realization.  Also during the fourth quarter of 2002, Iceberg completed a 1 for
10 consolidation of its common stock resulting in the Company owning 457,404
shares of Iceberg's common stock as at December 31, 2002.

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 will 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
transfer placed on the shares. The Company is attempting to recover these shares
for cancellation.

Also on January 28, 2000, the Company entered into an agreement with Palisades
Financial Ltd. ("Palisades"), a company controlled by a significant shareholder,
with a 5-year term, whereby Palisades will provide investment-banking services
to the Company (valued at $297,500) in exchange for 350,000 shares of the
Company's common stock.  At December 31, 2002 the prepaid portion of this
service contract totaled $123,964.

NOTE 5 - CAPITAL STOCK

The Company's capitalization is 100,000,000 common shares with a par value of
$.0001 per share.

Warrants were outstanding to purchase 140,000 common shares at a price of $.25
per share to July 15, 2002. These warrants expired without exercise during the
year.

During the year ended December 31, 2002, the Company issued a total of 8,950,000
common shares with a fair value of $179,000 to settle outstanding debts
totalling $89,500. These debts included amounts owing to employees, significant
shareholders and other consultants for services provided during the year. These
shares were issued at a 50% discount to the market price. The Company registered
these shares for trading on a Form S-8 Registration Statement and accordingly
these shares have been recorded at the market price resulting in a loss on
settlement of debt of $89,500. (Refer to Note 6)

Reverse stock split - refer to Note 7.

NOTE 6 - RELATED PARTY TRANSACTIONS

During the year ended December 31, 2001, the Company paid cash to directors for
management fees totalling $5,891.

In November 2002 the Company issued a total of 8,950,000 common shares to
employees and consultants in settlement of outstanding management and consulting
fees totalling $89,500.  Of the 8,950,000 common shares issued, 1,750,000 were
issued to two significant shareholders and 3,200,000 were issued to two
employees for consulting services.  The fair value of the shares issued exceeded
the outstanding debts by an amount of $89,500, which has been recorded as a loss
on settlement of debt.

During the year ended December 31, 2002, a company controlled by a significant
shareholder earned $59,500 ($62,026 - 2001) pursuant to an investment banking
services agreement. (Refer to Note 4).

At December 31, 2002 a total of $178,718 is owing to Iceberg for cash advances.
These advances are non-interest bearing and are being repaid periodically from
the sale of securities held by 2Uonline.com, Inc.

During the year ended December 31, 2002, the Company incurred expenses for
office rent ($15,972) and computer equipment leases ($17,435) to a Company
controlled by an employee. At December 31, 2002 $41,694 is owing to this company
controlled by an employee.  This amount is non-interest bearing and has no
specific terms of repayment.

See Note 7.

NOTE 7 - SUBSEQUENT EVENTS

Effective January 8, 2003 the Company authorized a reverse stock split of its
common shares on a 1:10 basis resulting in a decrease to the total issued and
outstanding shares of common stock from 40,547,500 to 4,054,750 shares issued
and outstanding.

On January 10, 2003, the Company entered into an agreement with various private
companies controlled by significant shareholders, with two and one-half year
terms, whereby these companies will provide investment-banking services to the
Company (valued at $125,000) in exchange for the issuance of 1,250,000
restricted shares of the Company's post-reverse split shares.

On January 10, 2003, the Company entered into an agreement with a private
company controlled by a significant shareholder and a private company controlled
by an employee, with two year terms, whereby these companies will provide
investor relations services to the Company (valued at $70,000) in exchange for
the issuance of 700,000 restricted post-reverse split shares of the Company's
post-reverse split common stock.

On January 10, 2003, the Company issued 100,000 restricted shares of the
Company's post-reverse split shares to two directors for services valued at
$10,000.

On January 14, 2003, the Company reached an agreement to acquire the "Miss
Beverly Hills" entity from Atlantis Cay Ltd. In consideration for the issuance
of 10,000,000 restricted shares of the Company's post-reverse split common
shares to Atlantis Cay Ltd. and its agents.  The Company was not provided with
the necessary data and information about the "Miss Beverly Hills" entity in a
timely manner, as required by the agreement, nor was it satisfied with the
transfer of all rights of ownership. On February 4, 2003, at a Special Meeting
of the Board, it was decided not to proceed with this acquisition.  Accordingly,
the 10,000,000 post-reverse split restricted shares were returned to treasury
and cancelled.

NOTE 7 - SUBSEQUENT EVENTS (cont'd)
On January 21, 2003, the Company issued 5,000,000 shares of post-reverse split
shares at a price of $0.04 per share representing a 33.33% discount to the
estimated fair value of $.06 per share in settlement of outstanding and ongoing
consulting fees and services totalling $200,000.  Of the 5,000,000 post-reverse
split shares issued, 2,500,000 were issued to parties related to the "Miss
Beverly Hills" acquisition, 830,000 were issued to two significant shareholders
for consulting services and 320,000 were issued to two employees for consulting
services.  The Company registered these post-reverse split shares for trading by
way of an S-8 Registration Statement filed on January 21, 2003.  In February,
2003, pursuant to the termination of the agreement with Atlantis Cay Ltd.,
2,500,000 post-reverse split shares issued were re-acquired, returned to
treasury and cancelled.  The fair value of the 2,500,000 post-reverse split
shares that remained issued in settlement of services totalling $100,000,
exceeded the outstanding debts by an amount of $50,000.  This amount will be
recorded as a loss on settlement of debt in the first quarter of 2003.

On January 21, 2003, the Company filed a Registration Statement on Form S-8 to
cover 2,000,000 shares of post-reverse split shares, par value $0.001 per share
to be issued pursuant to the Company's 2003 Stock Incentive and Option Plan.
The Company registered these shares for trading by way of an S-8 Registration
Statement filed on January 21, 2003.  The Company granted options to acquire a
total of 250,000 post-reverse split shares of common stock at a price of $.06
per share.  In February, these options were exercised in full and the Company
issued 250,000 post-reverse split shares.  In March, 2003, an optionee failed to
comply with the Stock Option Agreement and as a result, 50,000 post-reverse
split shares were re-acquired, returned to treasury and cancelled.




Item 8.  Changes in and Disagreements with Accountants.

There are no disagreements with the Company's current auditors.



PART III

Item 9.  Directors, executive officers, promoters and control persons.

Executive officers and directors. We are dependent on the efforts and abilities
of certain of our senior management.  The interruption of the services of key
management could have a material adverse effect on our operations, profits and
future development, if suitable replacements are not promptly obtained. We
anticipate that we will enter into employment agreements with each of our key
executives; however, no assurance can be given that each executive will remain
with us during or after the term of his or her employment agreement. In
addition, our success depends, in part, upon our ability to attract and retain
other talented personnel. Although we believe that our relations with our
personnel are good and that we will continue to be successful in attracting and
retaining qualified personnel, there can be no assurance that we will be able to
continue to do so. Our officers and directors will hold office until their
resignation or removal.





Our directors and principal executive officers are as specified on the following
table:

<table>
<caption>

                                <c>            <c>                    <c>

Name and Address                   Age           Position              Term as Director
-------------------------        -------        ----------            -----------------
Robert Klein
4540 Woodgreen Place
West Vancouver, British Columbia
Canada  V7S 2V6                     54      President/Director      From March 16, 2001 to present


Robert Waters
1358 W. Georgia Street, Suite 2025
Vancouver, British Columbia
V6E 4S2                             52      Director                From March 30, 2001 to present

Ferdinand Marehard
1270 Robson Street, Suite 406
Vancouver, British Columbia         73      Secretary/Treasurer
V6E 3Z6                                     and Director            From October, 1998 to present

</table>

Robert Klein is our President and a member of our Board of Directors.  Mr. Klein
graduated in 1971 from the University of Waterloo with a degree in Applied Math.
Mr. Klein belongs to the Fellow of Canadian Securities Institute. From October
6, 1972 to May 30, 1982, Mr. Klein was a Vice President of Corporate Finance at
Bond Street International Securities. From June 1, 1982 to January 31, 1988, he
was on the Board of Directors of Yorkton Securities. From February 1, 1988 to
January 31, 1989, he was on the Board of Directors of First Vancouver
Securities. From February 1, 1989 to January 31, 1992, Mr. Klein was a salesman
for Georgia Pacific Securities. From February 1, 1992 to the present, Mr. Klein
has worked as a self-employed consultant. The majority of Mr. Klein's consulting
work involved the analytical review and discussion of the merits of properties
in the oil and gas industry.

Robert Waters is a member of our Board of Directors.  In 1978, Mr. Waters
graduated from the University of British Columbia in Vancouver with a degree in
Political Science. In 1982, Mr. Waters graduated from York University in
Toronto, Canada with a Masters in Business Administration. He also achieved a
two-year course in Finance and Investment at Vancouver City College. >From July
1982 to December 1982, Mr. Waters was a personal financial planner for Executive
Financial Services, a financial planning firm. From January 1983 to September
1983, he was a manager at Nyco Group of Companies. From January 1984 to March
1984, he was a consultant with George S. May International, a management
consulting firm. From April 1984 to September 1984, Mr. Waters was a Vice
President at Globe Business Consultants, a management consulting firm. From
November 1984 to March 1988, Mr. Waters was a stock broker for Levesque
Securities National Bank Financial, a brokerage firm. From March 1985 to October
1988, he was an instructor at The Canadian Securities Institute, a firm which
provided licensing for stock brokers. From May 1985 to February 1987, Mr. Waters
was an instructor on taxation and personal financial planning at Langara
College. From March 1988 to November 1988, he was a stockbroker for Davidson
Partners, a brokerage firm. From December 1988 to November 1989, he was a
stockbroker for Pacific International Securities, a brokerage firm. From
December 1989, to September 1998, Mr. Waters was a stock broker for Georgia
Pacific Securities, a brokerage firm.  From September 1998 to July 1999, he
provided consulting services to Business Development, a business consulting
firm. The consulting services provided by Mr. Waters to Business Development
involved consulting on corporate development strategies for corporations and
preparing business plans. From September 1999 to September 2000, he provided Las
Vegas from home.com services related to public and broker relations and
financial analysis. From March 2000 to the present, Mr. Waters has been the
President of Global Performance Capital, an investor relations firm. From
September 2000 to the present, Mr. Waters has been the President of Precise Life
Sciences (formerly "ASDAR Group"), a reporting company involved in the oil and
gas sector. Precise Life Sciences' business is more particularly described
above.

Ferdinand Marehard is our Secretary, Treasurer and a member of our Board of
Directors. From 1975 through 1981 Mr. Marehard was the president of Hesca
Resources Corp., Ltd.; from 1982 through 1984 he was the president of Demus
Petro Corporation; and from 1979 through 1984 he was the President of Mar-Gold
Resources, Ltd. These entities participated in the oil and gas industry and the
mining industry. During this period, Mr. Marehard had a broad range of
management duties for these companies, including oversight of drilling and
production of oil wells in Kentucky, Texas and Utah. He also negotiated the
acquisition of several properties in the Greenwood-Grandforks gold camp and
negotiated financing for the various company operations. Mr. Marehard has
experience in prospecting, including examination of property in the field. He
has supervised placer gold leases in the Yukon and has identified and negotiated
for silver, lead, zinc and copper bearing property on Vancouver Island, British
Columbia. He has experience in mining and exploration for precious and base
metals in British Columbia, the Yukon, the Northwest Territories and the United
States. Mr. Marehard was the president of West-Mar Resources Ltd. ("West-Mar")
from 1984 through 1994, during which time he managed West-Mar's participation in
various foreign and domestic gas and oil leases. In 1985, Mr. Marehard managed
West-Mar's participation in the development of six gas wells in Indiana, and
also participated in negotiations for the acquisition of a 1,200,000 acre oil
concession in Liberia, West Africa. In 1986 he acquired, on behalf of West-Mar,
a 5% working interest on 40,000 acres in Adams County, Indiana. From 1990
through 1994 he participated in drilling and developing a horizontal well and in
waterflood oil production in Texas. He also acquired, on behalf of West-Mar,
17,000 acres of gas and oil leases in the state of Washington. From 1995 to
present, Mr. Marehard provides consulting services to various companies who call
upon his expertise in oil and gas exploration.

None of the above listed persons share any familial relationship. Other than the
persons listed above, there are no significant employees expected by us to make
a significant contribution to our business. All of our directors serve until the
next annual meeting of stockholders. Our executive officers are appointed by our
Board of Directors and serve at the discretion of our Board of Directors.

There are no orders, judgments, or decrees of any governmental agency or
administrator, or of any court of competent jurisdiction, revoking or suspending
for cause any license, permit or other authority to engage in the securities
business or in the sale of a particular security or temporarily or permanently
restraining Mr. Klein, Mr. Waters or Mr. Marehard from engaging in or continuing
any conduct, practice or employment in connection with the purchase or sale of
securities, or convicting such person of any felony or misdemeanor involving a
security, or any aspect of the securities business or of theft, nor are Mr.
Klein, Mr. Waters, or Mr. Marehard the officers or directors of any corporation
or entity so enjoined.

In or around October 1997, Rising Phoenix, of which Mr. Klein is an officer,
director and shareholder, was the subject of an investigation by the Vancouver
Stock Exchange.  Rising Phoenix withdrew its listing from the Vancouver Stock
Exchange and there was no final adjudication of the matter.  However, the
Vancouver Stock Exchange did decree that the current officers of Rising Phoenix
were unacceptable.

Mr. Waters was investigated in September,1989 by the Disciplinary Executive
Committee of the Vancouver Stock Exchange which concluded that Mr. Waters was
responsible for a securities infraction while working for Pacific International
Securities.  Specifically, the Committee determined that Mr. Waters had entered
into an improper financial deal with his client. Mr. Waters paid $3,300 in
investigation costs and was ordered to retake the registered representatives
exam, which he passed. There were no sanctions against Mr. Waters.

Section 16(a) Beneficial Ownership Reporting Compliance. Not all of our
officers, directors, and principal shareholders have filed all reports required
to be filed by those persons on, respectively, a Form 3 (Initial Statement of
Beneficial Ownership of Securities), a Form 4 (Statement of Changes of
Beneficial Ownership of Securities), or a Form 5 (Annual Statement of Beneficial
Ownership of Securities).

Transactions with Promoters.

On January 28, 2000, we entered into an agreement with Palisades Financial Ltd.,
with a 5 year term, whereby Palisades Financial Ltd. agreed to provide
investment banking services for 5 years in exchange for 350,000 shares of our
common stock, subject to Rule 144 restrictions.  Under the terms of the
agreement, Palisades Financial Ltd. will use its best efforts to provide
essential information to individuals and/or corporations whereby financing for
2Uonline.com, Inc. may result. If there is sufficient interest expressed by any
individual or corporation, Palisades Financial Ltd. will put them in contact
directly with the principals of 2Uonline.com, Inc. to pursue discussions
further.  Palisades Financial Ltd. will be responsible for all expenses incurred
in performing services under this agreement. Palisades Financial Ltd. agrees to
devote a minimum of 100 hours per month to perform its services. Either party
may terminate this agreement at any time by giving 30 days written notice to the
other party. Palisades Financial Ltd. is controlled by May Joan Liu, a
significant shareholder of 2Uonline.com, Inc.

Item 10.  Executive Compensation.

Executive Compensation. None of our current officers earned any compensation
during the fiscal year ended December 31, 2002 nor do we expect any of our
officers to earn compensation during the fiscal year ended December 31, 2003.

Directors' Compensation.  Our directors do not receive compensation in their
capacities as directors. However, our directors are reimbursed for expenses
incurred on behalf of us.

Stock Based Compensation. During the year ended December 31, 1999, $253,669 in
stock based compensation was recorded in our financial statements.  Stock based
compensation is an intrinsic value placed in respect to stock options granted to
officers, directors and employees using the Black-Sholes option pricing model.
We do expect further stock based compensation in 2003.

Item 11. Security Ownership of Certain Beneficial Owners and Management.

The following table sets forth certain information regarding the beneficial
ownership of our common stock as of December 31, 2002, by each person or entity
known by us to be the beneficial owner of more than 5% of the outstanding shares
of common stock, each of our directors and named executive officers, and all of
our directors and executive officers as a group.

<table>
<caption>

                <c>                                <c>                 <c>

Title of Class   Name of Beneficial Owner        Amount and Nature of   Percent of Class
                                                 Beneficial Owner        Common Stock
----------------------------------------------------------------------------------------
Common
           Compte De Sierge Accomodative Corp.(1)    4,630,000            11.42 %
           34 - 20 Calle 34 Panama 5
           Republic of Panama





Common    Rising Phoenix Development Group, Ltd.(2)   3,800,000            9.37 %
          Suite 304, 409 Granville Street
          Vancouver, B.C.  V6C 1T2




Common     CEDE & Co. (3)
         The Depository Trust Co.                    29,431,755           72.59 %
         P.O. Box 222 Bowling Green Station
         New York, New York 10274

</table>

(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)     In 2001, we requested a listing of Non-Objecting Beneficial Owners,
commonly referred to as a NOBO List. According to the NOBO List , there were no
holders of more than 5% of our issued and outstanding shares.

Security Ownership by Management.  As of December 31, 2002, none of our
directors and principal executive officers beneficially owned any of our common
stock.

Changes in Control.  Our management is not aware of any arrangements which may
result in "changes in control" as that term is defined by the provisions of Item
403(c) of Regulation S-B.


Item 12.  Certain Relationships and Related Transactions.

Rising Phoenix Development Group Ltd. As specified above, on January 15, 1999,
we signed a letter of intent to acquire all of the corporate assets of Rising
Phoenix Development Group, Ltd. in exchange for 3,800,000 shares of our common
stock and seventy-five thousand dollars ($75,000). The President of Rising
Phoenix, Robert Klein, was appointed to our Board of Directors on February 1,
1999. Mr. Klein resigned from our Board of Directors early in March 1999, citing
personal reasons.  On March 16, 2001, Mr. Klein was again appointed to our Board
of Directors. At the time of the transaction, Robert Klein was the holder of
750,000 non-tradable escrow shares of Rising Phoenix.

Palisades Financial Ltd. For the year ended December 31, 2000, we incurred
$104,873 to Palisades Financial Ltd. for consulting and other services and
reimbursement of expenses incurred on our behalf. For the year ended December
31, 2001, we incurred $62,026 to Palisades Financial Ltd. Palisades Financial
Ltd. is controlled by May Joan Liu, one of our shareholders. For the year ended
December 31, 2001, we incurred $59,500 to Palisades Financial Ltd.   Palisades
Financial Ltd. is controlled by May Joan Liu, one of our shareholders.

Advance from Iceberg Brands Corporation. For the year ended December 31, 2000,
we were advanced $14,616 from Iceberg, a company trading on the Over-the-Counter
Bulletin Board which has common directors to us. For the year ended December 31,
2001, we were advanced an additional $166,952 from Iceberg, leaving an
outstanding balance of $181,568. For the year ended December 31, 2002, we repaid
$2,850 to Iceberg Brands Corporation, leaving an outstanding balance of
$178,718. Beginning in December, 2001, these funds are being paid back
periodically through the proceeds from the sale of Iceberg  shares held by us.

Additional Related Party Transactions in 2002. During the year ended December
31, 2002, the Company incurred expenses for office rent ($15,972) and computer
equipment leases ($17,435) to a Company controlled by an employee. At December
31, 2002 $41,694 is owing to this company controlled by an employee.  This
amount is non-interest bearing and has no specific terms of repayment.

Future Related Party Transactions. Although we have not yet formally adopted a
policy for the resolution of conflicts regarding related party transactions, we
do anticipate that we will fully disclose any and all related party
transactions, including, but not limited to,

-       disclosing such transactions in prospectus' where required;

-       disclose in any and all filings with the Securities and Exchange
        Commission, where required;

-       obtain uninterested directors consent;

-       obtain shareholder consent where required; and (v) take any and all
        other action required by relevant law and /or our governing documents





ITEM 13.  Exhibits

99.1    Certification of Periodic Report of Chief Executive Officer*
99.2    Certification of Periodic Report of Chief Financial Officer*

* Originally files in 10KSB on April 14, 2003

ITEM 14 CONTROLS AND PROCEDURES

(a) Within 90 days prior to the filing date of this report, with the
participation of the Company's management, the Company's President and Chief
Executive Officer and Vice President - Finance and Chief Financial Officer,
evaluated the effectiveness of the Company's disclosure controls and procedures
in accordance with Rule 13a-14 of the Securities Exchange Act of 1934 (the
"Exchange Act"). Based upon that evaluation, the President and Chief Executive
Officer and Vice President - Finance and Chief Financial Officer concluded that
the Company's disclosure controls and procedures are effective in providing
reasonable assurance that information required to be disclosed by the Company in
reports that it files under the Exchange Act is recorded, processed, summarized
and reported within the time period specified in the Commission's rules and
procedures.

(b) Changes in Internal Controls. There were no significant changes in the
Company's internal controls or in other factors that could significantly affect
these controls subsequent to the date of the evaluation.



SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, on April 24, 2003.

2UOnline.com, Inc., a Delaware corporation
By: /s/: R. Klein
-----------------------
Robert Klein

Its:    President and a Director

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

/s/: R. Klein
-------------------
Robert Klein
President and a Director
April 24, 2003


/s/: R. Waters
----------------
Robert Waters
Director
April 24, 2003

/s/: F. Marehard
-------------------
Ferdinand Marehard
Secretary, Treasurer and a Director
April 24, 2003



CERTIFICATION


 I,  Robert Klein, certify that:

1.      I have reviewed this annual report on Form 10-KSB of
 2UONLINE.COM, INC.;

2.      Based on my knowledge, this annual 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 annual
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 annual report;

4.      The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a - 14 and 15d - 14) for the registrant and we 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 annual 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 annual report (the "Evaluation Date"); and

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


5.      The registrant's other certifying officers and I have disclosed, based
on our 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.      The registrant's other certifying officers and I have indicated in this
annual 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 our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: April 24, 2003


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


=========================================
        I, Robert Waters, certify that:

1.      I have reviewed this annual report on Form 10-KSB of
 2UONLINE.COM, INC.

2.      Based on my knowledge, this annual 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 annual
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 annual report;

4.      The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a - 14 and 15d - 14) for the registrant and we 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 annual 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 annual report (the "Evaluation Date"); and

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

5.      The registrant's other certifying officers and I have disclosed, based
on our 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.      The registrant's other certifying officers and I have indicated in this
annual 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 our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: April 24, 2003


  /s/ Robert Waters
      --------------
     Robert Waters
     Director and Chief Financial Officer


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

Exhibit 99.1

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 Annual Report on Form 10-KSB of the
Company for the year ended December 31, 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: April 11, 2003

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


Exhibit 99.2

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 Annual Report on Form 10-KSB of the
Company for the year ended December 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: April 11, 2003

/s/ Robert Waters
--------------------
Robert Waters
Director and Chief Financial Officer