UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB






(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934  For the fiscal year ended December 31, 2000
                                           -----------------

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934  For the transition period from           to
                                                        -----------  -----------

                               2U ONLINE.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                     Name of Each Exchange on which
     to be so Registered:                    Each Class is to be Registered:
     --------------------                    -------------------------------
             None                                         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  (X) 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. $147,567

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 June 30, 2001, $0.00.

As of December 31, 2000, there were 31,597,500 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




                                       1
<PAGE>




                                     PART I

Item 1. Description of Business.
--------------------------------

         Part I.           Historical Background.
         ----------------------------------------
2U Online.com, Inc., formerly Power Direct, Inc. (the "Company"), 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 V6E 4N5. Our offices in the United States are located at 4291
Meridian Street, Suite 29, Bellingham, Washington 98226.

We changed the Company's name from Power Direct, Inc., to 2U Online.com, Inc.,
and our trading symbol from "PWDR" to "TWOU" in order to reflect our decision to
shift our focus from oil and gas production to Internet-related activities. Our
symbol has since been changed to "TWOUE". On or about April 18, 2000, we were
removed from the Over-the-Counter Bulletin Board ("OTCBB") for failure to comply
with NASD Rule 6530 which requires any company listed on the OTCBB to be current
in its public reporting obligations pursuant to the Securities and Exchange Act
of 1934. We are currently listed on the Pink Sheets maintained by the NASD under
the symbol "TWOU". We are filing this Amendment No. 4 to our Registration
Statement on Form 10-SB in an attempt to be re-listed on the OTCBB.

For purposes of clarification, anytime that "US$" appears in this Form 10-KSB,
it means the currency of the United States of America, unless otherwise stated.
Anytime that "CDN$" appears, it means the currency of Canada, in Canadian
dollars.

         Part II.          Historical Oil and Gas Development.
         -----------------------------------------------------
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 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 United States - LAK Ranch Oil Project in Wyoming.
         ----------------------------------------------------
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 ("Rising Phoenix"), 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 (the "Wyoming
Property"). Such interest included Rising Phoenix's interest in a Joint Venture
Contract with Derek Resources Corporation ("Derek Resources"). 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
Seventy-Five Thousand Dollars (US$75,000). We have paid Rising Phoenix the
entire US$75,000.

The letter of intent also specifies that we were obligated is to issue 3,800,000
shares of our common stock to Rising Phoenix. We have issued those shares.

         Assignment of Working Interest - LAK Ranch.
         -------------------------------------------
On October 5, 2000, an "Assignment of Working Interest in Oil and Gas Lease was
filed 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.



                                       2
<PAGE>



         Sale of Working Interest & Re-Assignment of Working Interest -
         LAK Ranch.
         ----------------------------------------------------------------------
On September 20, 2000, we signed an "Asset Purchase and Sale Agreement" with
ASDAR Inc. ("Asdar"), a Nevada corporation, whereby we sold all of our working
interest in the Wyoming Property to Asdar for five million (5,000,000) shares of
Asdar's $.0001 par value common stock.

On October 13, 2000, the "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 Asdar
and Asdar issued five million (5,000,000) shares of Asdar's common stock to us.
At the time of the transaction with Asdar, Jack Sha was our President and
director as well as an officer and director of Asdar. Mr. Klein, our current
President and a member of our Board of Directors, is also a director of Asdar.

         Canada - The Alberta Methane Gas Project.
         ----------------------------------------
On January 26, 1999, we signed a letter of agreement with Vertizontal Energy
Resources, Inc., formerly I.T.A. Enterprises, Inc. ("I.T.A."), a Canadian
company, to acquire a 42% working interest in a natural gas project in west
central Alberta (the "Alberta Property"). This letter of agreement requires us
to provide 42% of the costs for the three-phase project, which are estimated in
the letter of agreement to be Two Hundred Thousand Dollars (CDN$200,000). We
advanced I.T.A. a total of US$42,793.00 toward costs on the Alberta Property
project.

         Sale of the Alberta Methane Gas Project.
         ---------------------------------------
On November 30, 2000, we signed a "Petroleum, Natural Gas and General Rights
Conveyance" Agreement with Allstar Energy Limited ("Allstar"), a Saskatchewan
corporation, whereby we sold all of our interest in the Alberta Property to
Allstar for CDN$80,000. Furthermore, we signed an "Assignment and Novation
Agreement", whereby we assigned our working interest to Allstar.

         Part III.         The Proposed LANSource Acquisition .
         ------------------------------------------------------
On February 15, 1999, we signed a letter of intent to acquire and own up to a
51% ownership interest in LANSource Technologies, Inc., a Canadian company
("LANSource"). LANSource is a developer of fax and data communications software.

In order to purchase the first 12.5% ownership interest in LANSource, on March
1, 1999, we made a non-refundable deposit of Three Hundred Thousand Dollars
(CDN$300,000).

The letter of intent contemplated that on March 31, 1999, we would enter into a
formal Purchase and Sale Agreement with LANSource. The letter of intent stated
that in the event that the parties, for whatever reason, were unable to finalize
the Purchase and Sale Agreement by March 31, 1999, the whole transaction between
us and LANSource would be considered null and void and LANSource would be
entitled to retain all deposits.

Because of delays by LANSource in preparing the formal Purchase and Sale
Agreement, a formal agreement was never finalized. On April 15, 1999, a
Statement of Claim, on behalf of the Company as Plaintiff, was issued by the
Ontario Court, General Division and served on LANSource as Defendant. Ultimately
we settled the LANSource Litigation (For further details on the LANSource
Litigation, refer to Item 3.1 of this Form 10-KSB).

         Part IV.          Credit Card Processing.
         -----------------------------------------
In or about December, 1999, we were approached by a number of clients looking
for credit card processing series. Because we had decided to focus on our
"Internet" activities, 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 made an offer 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. This 15% reserve is a 6-month revolving reserve whereby
the first month reserves (total of reserves held from day 1 to day 30/31
inclusive) are paid out in 6 months plus 1 day.

Furthermore, all approved credit card transactions are totaled on a daily basis.
These daily totals are accumulated for payment on a weekly basis. Payment for
week one's approved credit card transactions are made on Friday of week four, a
three-week hold back.



                                       3
<PAGE>



         Part V.           Our Licensing Agreement with Compte De Sierge.
         ----------------------------------------------------------------
On April 28, 1999, we entered into a licensing agreement ("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 provides for three equal cash payments of CDN$100,000 to
Compte De Sierge by us. The first payment of CDN$100,000.00 was made upon
execution of the Compte Agreement. The second payment of CDN$100,000.00 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:

    o    assist us in retaining new programmers to complete the Greeting Card
         Website;
    o    revise and amend the April 28, 1999 agreement to reflect the above
         change;
    o    allow us to retain the final CDN$100,000.00 payment under the Compte
         Agreement; and
    o    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 issuance transactions, each of 3,000,000 shares. The first
3,000,000 was issued upon the signing of the Compte Agreement and the second
3,000,000 was issued upon the completion of the beta testing of the Greeting
Card Website software.

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.

         Part VI.          Our Internet Activities.
         ------------------------------------------
In addition to the Internet activities of our subsidiary (described below), we
are currently developing 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 in development is a
website which we anticipate will provide a comprehensive job finding and casting
portal to be delivered over the Internet using Macromedia Flash content. We will
be hosting this website from our Vancouver facilities.

         Part VII.         Universal Services Locator (URL) Purchase Agreements
         ----------------------------------------------------------------------
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.

          J&S Overseas Holdings.
          ----------------------
On July 15, 1999, we entered into a URL purchase agreement with J&S Overseas
Holdings, of Grand Cayman, Cayman Islands ("J&S Overseas"), whereby we purchased
from J&S Overseas three URL's registered as "SUPERSTAKES.COM",
"SUPERCARDSTAKES.COM" and "CHINASTAKES.NET". In exchange for the three URL's, we
paid J&S Overseas US$200,000 and issued J & S Overseas 1,000,000 warrants, each
of which represents the right to purchase one share of our common stock at a
price of US$0.25 per share. The warrants expire by their own terms three years
from the date of issuance. We have met all of our financial obligations under
the J&S Agreement and the warrants have been issued to J&S Overseas. J&S
Overseas has transferred the three URL's to us. Except for the relationships
described herein, there are no other relationships between us and J&S Overseas.
Through December 31, 2000, J & S Overseas had exercised 860,000 of such
warrants.




                                       4
<PAGE>



         Holm Investment Ltd.
         --------------------
On September 1, 1999, we entered into a URL purchase agreement with Holm
Investment Ltd., a Canadian corporation ("Holm"), whereby we purchased from
Holm, two URL's registered as "E-CARDLOTTO.NET" and "CARDLOTTO.NET". In exchange
for the two URL's, we issued Holm 1,000,000 warrants to purchase our common
stock at a purchase price of US$0.25 per share. The warrants are exercisable for
a period of two years from the date of issuance. The 1,000,000 warrants have
been issued to Holm and Holm has transferred the two URL's to us. Through
December 31, 2000, Holm had exercised 790,000 of such warrants.

         May Joan Liu.
         -------------
On November 19, 1999, we entered into a URL purchase agreement with May Joan Liu
("MJLiu") whereby we purchased from MJLiu three URL's registered as
"Thankyou2u.com", "Homeaccents2u.com" and "Necessities2u.com". In exchange for
the three URL's, we issued MJLiu 650,000 shares of our common stock. The shares
have been issued to MJLiu and MJLiu has transferred the three URL's to us.

         Cardtek.
         --------
On November 24, 1999, we entered into a URL purchase agreement with CardTek
(International) Holdings Ltd., a Gibraltar corporation ("CTek"), whereby we
purchased from CTek, four URL's registered as "Gaming2u.com", "Weddings2u.com",
"Essentials2u.com" and "Theorient2u.com". In exchange for the four URL's, we
issued CTek 800,000 shares of our common stock. The shares have been issued to
CTek and CTek has transferred the four URL's to us.

         Richard Angelo Holmes.
         ----------------------
On November 25, 1999, we entered into a URL purchase agreement with Richard
Angelo Holmes ("RAHolmes"), whereby we purchased from RAHolmes two URL's
registered as "Things2u.com" and "Arrangements2u.com". In exchange for the two
URL's, we agreed to issue RAHolmes 250,000 shares of our common stock. The
shares have been issued to RAHolmes and RAHolmes has transferred the two URL's
to us.

         Cybermall.
         ----------
On November 25, 1999, we entered into a URL purchase agreement with Cybermall
Consulting Services Ltd., a Bahamian corporation ("Cybermall"), whereby we
purchased from Cybermall, two URL's registered as "Website2u.com" and
"Gourmet2u.com". In exchange for the two URL's, we issued Cybermall 500,000
shares of our common stock. The shares have been issued and Cybermall has
transferred the four URL's to us.

         Part VIII.        Cardstakes.com, Inc. - Our Subsidiary.
         --------------------------------------------------------
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.

The Compte Agreement (described above) provides that we may grant sublicenses in
the proprietary technology to third parties on terms agreeable to Compte De
Sierge. On June 15, 1999, CardStakes.com became such a third party licensee.

Between June 15, 1999, and July 7, 1999, CardStakes.com issued 7,126,531 shares
of its $.0001 par value common stock to us pursuant to a 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. On September 10, 1999, and in
consideration for the removal of the anti-dilution provision from




                                       5
<PAGE>



CardStakes.com's Articles of Incorporation (more particularly described in Item
12.5 of this Amendment No. 4), CardStakes.com issued an additional 2,000,000
shares of its common stock to us. Currently, we own a 59% interest in
CardStakes.com. We valued the assets transferred to CardStakes.com at
$1,470,000.00 based on our historical cost basis. Any and all assets acquired by
CardStakes.com from us will be recorded in CardStakes.com's financial statements
at our historical cost basis.

         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 maintained by
CardStakes.com is the first Internet site to combine a greeting card and a
scratch and win entry. CardStakes.com's cards feature special effects,
animation, music, and custom design abilities. The cards at www.cardstakes.com
can be sent free with or without a purchase while visiting any of the
www.2uonline.com websites set up by us. Our websites offer products such as
jewels, flowers, chocolates and original art. We anticipate that revenue will be
generated from the sale of products at the www.2uonline.com websites.

According to information gathered by us from the website maintained by the
Greeting Card Association ("GCA"), an organization representing card publishers
and allied members of the greeting card industry, in 1998, the purchase of over
7 billion greeting cards by American consumers generated a total of $7.5 billion
in United States retail sales. Also, according to the GCA, of the total greeting
cards purchased annually, roughly half are seasonal and the remaining half are
everyday cards.

On May 20, 1999, we commissioned the firm of Hall, Dickler, Kent, Freidman &
Wood of New York, New York, to provide a legal opinion regarding the operation
of the Internet greeting card scratch and win by our subsidiary, CardStakes.com.
The opinion provided by Hall, Dickler, Kent, Freidman & Wood provided that the
scratch and win activities proposed by CardStakes.com fall under the sweepstakes
and promotions laws of the United States allowing residents of the United States
to freely participate in sending and receiving CardStakes.com's electronic
greeting card, while also enabling the recipient to play a scratch and win
ticket for coupons and discounts. Hall, Dickler, Kent, Freidman & Wood concluded
that the promotion conducted by CardStakes.com could be permissibly conducted in
all United States jurisdictions.

         CardStakes.com's Electronic Greeting Card.
         ------------------------------------------
Customers of CardStakes.com can send animated, singing, speaking, personally
customized, virtual cards over the Internet for free with or without a purchase
from one of the 2uonline.com cybermall websites. The card contains a scratch and
win ticket that offers discounts and/or coupons. The recipient has 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's cards allow the sender a high level of interaction in the
designing and viewing process. The user has the opportunity to send stock cards
(from art deco, vogue, classic, Victorian, and cartoons to 3D animation) after
choosing their own clip art and/or pictures to customize the greeting card.
There is also the option of speak as you type audio capabilities allowing the
sender to include his or her own voice with the card. For example, the card will
say "Hi! John, thank you for a wonderful time, love, Susan White."


         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.




                                       6
<PAGE>



         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.

          Part IX.         Employees.
          --------------------------
We currently have 4 part-time employees and 3 full-time employees. None of our
employees are subject to any collective bargaining agreements. Each of our
employees will be required, as a condition of employment, to execute an
agreement not to disclose our trade secrets or other confidential information.


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, 1999             December 31, 2000
------------------------ -------------------------- ---------------------------

          Cash                   US$65,735                     US$9,121
======================== ========================== ===========================

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.
---------------------------

          LANSource Litigation.
          ---------------------
On or about April 15, 1999, a Statement of Claim, on behalf of the Company as
Plaintiff, was issued by the Ontario Court, General Division. Also on or about
April 15, 1999, that Statement of Claim was served on Defendant LANSource. As
described in Item 1, we entered into a letter agreement with LANSource whereby
we were to purchase a 12.5% interest in LANSource with an option to purchase an
additional 38.5% interest. A formal agreement was to be finalized on or before
March 31, 1999. The letter agreement provided that in the event a formal
agreement was not consummated by March 31, 1999, the letter agreement would be
null and void and LANSource would be permitted to retain all deposits made by
us. In our complaint, we alleged that LANSource agreed to draft the final
agreement in an expeditious manner. We also alleged that counsel for LANSource
did not produce an agreement for review by us until March 25, 1999. Moreover, we
alleged that, prior to our receipt of the proposed final agreement from counsel
for LANSource, the proposed agreement had not been read or approved by
LANSource, the agreement was incomplete and in need of substantial revisions,
and that LANSource failed and neglected to provide the essential information
necessary for a meaningful review of the proposed final agreement. We alleged
that the Company had been damaged in the amount of $1,000,000.

In December 1999, we reached an out-of-court settlement with LANSource. On
December 23, 1999, LANSource paid us US$143,930.91 and we released LANSource
from any further liability. Except for the payment of funds and the related
releases, there were no other material terms. Except for the relationships
described herein, there are no other affiliations between us and LANSource.




                                       7
<PAGE>



         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.

         Credit Card Processing.
         -----------------------
Within the Section entitled "Credit Card Processing" appearing on page 4 of this
Amendment No. 4, we discuss our credit card processing activities. We are
currently pursuing payment of chargebacks from clients for which we performed
credit card processing activities. If we are unable to recover the fees and
costs due from such clients, we plan to pursue legal action to collect the sums
we believe we are owed.

Item 4.  Submission of Matters to Vote of Security Holders
----------------------------------------------------------

Not applicable.

                                     PART II

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

Reports to Security Holders. The Company is a reporting company with the
Securities and Exchange Commission ("SEC"). The public may read and copy any
materials filed with the SEC at the SEC's Public Reference Room at 450 Fifth
Street N.W., 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 retarding issuers that file electronically
with the SEC. The address of that site is http://www.sec.gov.

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.

During the fiscal year ended December 31, 2000 the Company issued the following
shares of common stock:



                                       8
<PAGE>




<TABLE>
<CAPTION>
                                                Number of
Date Issued                Purchase Price       Shares Issued              Issued To
-----------------------  ------------------  -------------------  ------------------------
<S>                            <C>                 <C>                       <C>
January 24, 2000              $0.25               50,000           J & S Overseas Holdings
January 26, 2000              $0.25               80,000           J & S Overseas Holdings
January 31, 2000              $0.25               50,000           Holm Investments
February 8, 2000              $0.25               50,000           J & S Overseas Holdings
February 9, 2000              $0.25               50,000           Holm Investments
February 11, 2000             $0.25               100,000          J & S Overseas Holdings
February 11, 2000             $0.25               50,000           Holm Investments
February 18, 2000             $0.25               100,000          Holm Investments
February 18, 2000             $0.25               50,000           J & S Overseas Holdings
February 24, 2000             $0.85               350,000          Bisell Investments
February 24, 2000             $0.85               350,000          Palisades Financial Ltd
February 24, 2000             $0.40               3,800,000        Rising Phoenix Development Group Ltd
February 24, 2000             $0.25               50,000           Holm Investments
February 28, 2000             $0.25               100,000          Holm Investments
March 2, 2000                 $0.25               50,000           Holm Investments
March 8, 2000                 $0.25               50,000           Holm Investments
March 17, 2000                $0.25               50,000           Holm Investments
March 24, 2000                $0.25               100,000          Holm Investments
March 31, 2000                $0.25               50,000           J & S Overseas Holdings
April 12, 2000                $0.25               50,000           Holm Investments
April 28, 2000                $0.25               50,000           J & S Overseas Holdings
August 10, 2000               $0.30               50,000           Conrado Beckerman
October 5, 2000               $0.25               40,000           J & S Overseas Holdings
</TABLE>

All of the shares issued during the fiscal year 2000 were issued pursuant to
Regulation S promulgated by the Securities and Exchange Commission.

As of December 31, 2000 there were no stock options outstanding. However,
warrants are outstanding to purchase 140,000 shares of our common stock at $.25
per share which warrants expire by their own terms on July 16, 2002, and
warrants to purchase 210,000 shares of our common stock at a price of $.25 per
share which warrants expire by their own terms on November 16, 2001.

Penny Stock Regulation. Shares of our common stock are subject to rules adopted
by the Securities and Exchange Commission that regulate broker-dealer practices
in connection with transactions in "penny stocks". Penny stocks are generally
equity securities with a price of less than $5.00 (other than securities
registered on certain national securities exchanges or quoted on the Nasdaq
system, provided that current price and volume information with respect to
transactions in those securities is provided by the exchange or system). The
penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, deliver a standardized risk
disclosure document prepared by the Securities and Exchange Commission, which
contains the following:

    o    a description of the nature and level of risk in the market for penny
         stocks in both public offerings and secondary trading;
    o    a description of the broker's or dealer's duties to the customer and of
         the rights and remedies available to the customer with respect to
         violation to such duties or other requirements of securities' laws;
    o    a brief, clear, narrative description of a dealer market, including
         "bid" and "ask" prices for penny stocks and the significance of the
         spread between the "bid" and "ask" price;
    o    a toll-free telephone number for inquiries on disciplinary actions;
    o    definitions of significant terms in the disclosure document or in the
         conduct of trading in penny stocks; and
    o    such other information and is in such form (including language, type,
         size and format), as the Securities and Exchange Commission shall
         require by rule or regulation.

Prior to effecting any transaction in penny stock, the broker-dealer also must
provide the customer the following:




                                       9
<PAGE>



    o    the bid and offer quotations for the penny stock;
    o    the compensation of the broker-dealer and its salesperson in the
         transaction;
    o    the number of shares to which such bid and ask prices apply, or other
         comparable information relating to the depth and liquidity of the
         market for such stock; and
    o    monthly account statements showing the market value of each penny stock
         held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules, the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitably statement. These
disclosure requirements may have the effect of reducing the trading activity in
the secondary market for a stock that becomes subject to the penny stock rules.
Holders of shares of our common stock may have difficulty selling those shares
because our common stock will probably be subject to the penny stock rules.

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, 2000, we had cash resources of
US$9,121, total current assets of US$220,110 and total current liabilities of
US$148,428. At December 31, 2000, total current assets exceeded total current
liabilities by US$71,628. The cash and equivalents constitute our present
internal sources of liquidity. We have two distinct external sources of
liquidity, that being the sale of our registered 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 US$1,000.00 for the year ended December 31, 1997, to US$10,797
for the year ended December 31, 1998, to $4,201,051 for the year ended December
31, 1999. The net loss decreased to US$1,350,249 for the year ended December 31,
2000. Our losses from September 13, 1993 (inception), to December 31, 2000, were
$5,563,097. 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, website expenses, payment of consulting fees, management fees, and
payment of fees for investor relations.

In order to address the going concern problem discussed in our financial
statements, we will require additional cash. We will also require additional
cash to implement our business strategies, including cash for:




                                       10
<PAGE>




    o    payment of increased operating expenses, and
    o    further implementation of those 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.

         Exercise of Warrants.
         ---------------------
For the period beginning January 1, 2000, and ending December 31, 2000, a total
of 1,170,000 warrants were exercised at a price of $0.25 per share. For further
details, please refer to Item 13.

         Credit Card Processing.
         -----------------------
In or about December, 1999, we were approached by a number of clients looking
for credit card processing sources. Because we had decided to focus on our
"Internet" activities, 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 made an offer 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. This 15% reserve is a 6-month revolving reserve whereby
the 1st month reserves (total of reserves held from day 1 to day 30/31
inclusive) are paid out in 6 months plus 1 day.

Furthermore, all approved credit card transactions are totaled on a daily basis.
These daily totals are accumulated for payment on a weekly basis. Payment for
Week One's approved credit card transactions are made on Friday of Week Four, a
three-week hold back.

In or around 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. ("MPact")
that MPact was terminating our processing activities and in response, we
instructed our clients that we would no longer be processing their transactions.
We ceased all credit card processing activities for a period of six months to
allow for any further charge backs. We do not know when, or if, we will resume
our credit card processing services.

For the year ended December 31, 2000, we retained $98,425 in transaction fees,
net of charge backs.

Item 7.  Financial Statements
-----------------------------




                               2U ONLINE.COM, INC.

                          (formerly Power Direct, Inc.)
                          (A Development Stage Company)

                        CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 2000 AND 1999







                                      F-1
<PAGE>









AUDITORS' REPORT

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED STATEMENTS OF OPERATIONS

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

CONSOLIDATED STATEMENTS OF CASH FLOWS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS







                                      F-2
<PAGE>










                                AUDITORS' REPORT
-------------------------------------------------------------------------------


To the Board of Directors and Stockholders of 2U Online.com, Inc.
(formerly Power Direct, Inc.)

We have audited the consolidated balance sheet of 2U Online.com, Inc. (a
development stage company) as at December 31, 2000 and the consolidated
statements of operations, stockholders' equity and cash flows for the year 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 audit 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 audit provides 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, 2000
and the results of its operations and its cash flows and changes in
stockholders' equity for the year then ended in accordance with United States
generally accepted accounting principles.



                                                             LaBonte & Company

                                                         CHARTERED ACCOUNTANTS
Vancouver, B.C.
April 30, 2001



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
May 31, 2001 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 & Company

                                                         CHARTERED ACCOUNTANTS


Vancouver, B.C.
April 30, 2001





                                      F-3
<PAGE>







                               2U ONLINE.COM, INC.
                          (formerly Power Direct, Inc.)
                          (A Development Stage Company)

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                          December 31,      December 31,
                                                                                 2000              1999
--------------------------------------------------------------------- ---------------- -----------------
<S>                                                                           <C>                <C>
                                     ASSETS
CURRENT ASSETS
   Cash                                                                $        9,121   $        65,735
   Taxes recoverable                                                              741             1,050
   Prepaids and deposits                                                            -            70,000
   Loan receivable                                                                  -            10,000
   Due from related party                                                       2,000             2,000
   Current portion of Service Contracts (Note 4)                              208,248                 -
--------------------------------------------------------------------- ---------------- -----------------
                                                                              220,110           148,875
--------------------------------------------------------------------- ---------------- -----------------

INVESTMENT IN ASDAR GROUP (Note 3)                                          1,744,868                 -
SERVICE CONTRACTS (Note 4)                                                    195,858                 -
TECHNOLOGY LICENSE (Note 5)                                                         -           600,000
FURNITURE AND EQUIPMENT, net of depreciation                                   25,125            27,014
WEBSITE DEVELOPMENT COSTS                                                     126,876           126,876
OTHER INTANGIBLE ASSETS                                                        35,189            35,189
INTEREST IN OIL & GAS PROPERTY (Note 6)                                             -           315,000
--------------------------------------------------------------------- ---------------- -----------------
                                                                       $    2,348,026   $     1,252,864
===================================================================== ================ =================

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable and accrued liabilities                            $      103,812   $        50,300
   Loans payable                                                               30,000                 -
   Due to related company                                                      14,616                 -
--------------------------------------------------------------------- ---------------- -----------------

                                                                              148,428            50,300
--------------------------------------------------------------------- ---------------- -----------------

MINORITY INTEREST                                                                   -            75,217
--------------------------------------------------------------------- ---------------- -----------------

STOCKHOLDERS' EQUITY
   Common stock, $.0001 par value, 100,000,000 shares authorized                3,160             2,588
      2000 - 31,597,500, 1999 - 25,877,500 issued and outstanding
   Additional paid-in capital                                               7,979,513         5,557,585
   Deficit accumulated during the development stage                       (5,783,075)       (4,432,826)
--------------------------------------------------------------------- ---------------- -----------------

                                                                            2,199,598         1,127,347
--------------------------------------------------------------------- ---------------- -----------------

                                                                       $    2,348,026   $     1,252,864
===================================================================== ================ =================
</TABLE>







        The accompanying notes are an integral part of these consolidated
                             financial statements 2U

                                      F-4
<PAGE>





                              2U ONLINE.COM, INC.
                          (formerly Power Direct, Inc.)
                          (A Development Stage Company)

                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                                                September 13,
                                                                            Year ended         Year ended    1993 (Inception)
                                                                          December 31,  December 31, 1999     to December 31,
                                                                                  2000                                   2000
-------------------------------------------------------------------- ------------------ ------------------ -------------------
<S>                                                                          <C>                 <C>                <C>
REVENUES
   Processing Fees (Note 8)                                           $         98,425   $              -   $          98,425
   Sale of Oil & Gas Interest                                                   47,501                  -              47,501
   Interest Income                                                               1,641                  -               1,641
-------------------------------------------------------------------- ------------------ ------------------ -------------------
                                                                               147,567                  -             147,567
-------------------------------------------------------------------- ------------------ ------------------ -------------------

GENERAL AND ADMINISTRATIVE EXPENSES
   Advertising and marketing                                                     8,548             46,757              55,305
   Depreciation                                                                  7,906              4,768              12,674
   Consulting fees                                                             153,571            557,103             710,674
   Investor relations                                                          172,352             15,772             188,124
   Management fees                                                              27,350            247,304             274,654
   Office and general                                                           70,232             73,406             155,435
   Professional fees                                                           121,799             80,619             202,418
   Stock-based compensation                                                          -            253,669             253,669
   Travel and accommodation                                                     42,987             88,976             131,963
   Wages and benefits                                                           59,350             12,310              71,660
   Website development costs                                                   218,806                  -             218,806
   Write-down of URL acquisition costs                                               -            662,646             662,646
   Write-down of URLs                                                                -            961,358             961,358
   Write-down of technology license                                            600,000          1,455,938           2,055,938
   Write-off of other assets                                                         -            145,186             145,186
-------------------------------------------------------------------- ------------------ ------------------ -------------------
                                                                             1,482,901          4,605,812           6,100,510
-------------------------------------------------------------------- ------------------ ------------------ -------------------

LOSS BEFORE THE FOLLOWING                                                  (1,335,334)         (4,605,812)         (5,952,943)
EQUITY LOSS FROM AFFILIATED COMPANY                                           (90,132)                  -            (90,132)
MINORITY INTEREST IN LOSS FOR THE PERIOD                                        75,217            404,761             479,978
-------------------------------------------------------------------- ------------------ ------------------ -------------------

NET LOSS FOR THE PERIOD                                               $    (1,350,249)   $     (4,201,051)  $      (5,563,097)
==================================================================== ================== ================== ===================

BASIC NET LOSS PER SHARE                                              $       (0.0440)   $        (0.2466)
==================================================================== ================== =================== ==================

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING                                  30,694,075         17,033,246
==================================================================== ================== =================== ==================
</TABLE>









        The accompanying notes are an integral part of these consolidated
                             financial statements 2U

                                      F-5
<PAGE>







                               2U ONLINE.COM,INC.
                          (formerly Power Direct, Inc.)
                          (A Development Stage Company)

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

     FOR THE PERIOD FROM SEPTEMBER 13, 1993 (INCEPTION) TO DECEMBER 31, 2000

<TABLE>
<CAPTION>
                                                                                                     Deficit
                                                                                                   accumulated
                                                                                    Additional      during the
                                                         Number of                   Paid In       development
                                                           shares       Amount       Capital          stage           Total
------------------------------------------------------- ------------- ----------- --------------- --------------- --------------
<S>                                                          <C>          <C>           <C>              <C>           <C>
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             800,000          80         239,920               -        240,000
   Phoenix  finders' fee at $0.30 per share

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

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

February 26, 1999 - common stock issued for services         500,000          50         179,950               -        180,000
at $0.36  per share

April 14, 1999 - common stock issued for cash (net of      7,127,500         713         899,787               -        900,500
   finance fee of $99,500) at $0.08 to $0.25 per share
   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          400,000          40         119,960               -        120,000
   licence  finder's fee at $0.30 per share

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

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

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

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
</TABLE>






        The accompanying notes are an integral part of these consolidated
                             financial statements 2U

                                      F-6
<PAGE>




                               2U ONLINE.COM,INC.
                          (formerly Power Direct, Inc.)
                          (A Development Stage Company)

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

     FOR THE PERIOD FROM SEPTEMBER 13, 1993 (INCEPTION) TO DECEMBER 31, 2000


<TABLE>
<CAPTION>
                                                                                                          Deficit
                                                                                                        accumulated
                                                                                          Additional     during the
                                                                Number of                   Paid In     development
                                                                  shares        Amount     Capital        stage         Total
-------------------------------------------------------------- ------------- ---------- ------------- ------------- ------------
<S>                                                                 <C>           <C>         <C>          <C>           <C>
September 1, 1999 - warrants issued for URL purchase                      -          -       220,146             -      220,146

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

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

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

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

November 9, 1999 - common stock issued for technology             3,000,000        300       899,700             -      900,000
   license at $0.30 per share

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

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

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

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

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

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

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

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

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
</TABLE>







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

                                      F-7
<PAGE>







                               2U ONLINE.COM, INC.
                          (formerly Power Direct, Inc.)
                          (A Development Stage Company)

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

     FOR THE PERIOD FROM SEPTEMBER 13, 1993 (INCEPTION) TO DECEMBER 31, 2000

<TABLE>
<CAPTION>
                                                                                                     Deficit
                                                                                                   accumulated
                                                                                       Additional  during the
                                                                  Number of              Paid In  development
                                                                    shares    Amount     Capital      stage       Total
-------------------------------------------------------------- ------------ --------- ---------- ------------- ----------
<S>                                                                 <C>        <C>        <C>          <C>          <C>
January 24, 2000 - common stock issued for cash on exercise         50,000         5     12,495             -     12,500
    of warrants at $0.25 per share

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

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

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

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

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

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

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

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

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

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

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

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

March 17, 2000 - common stock issued for cash on exercise           50,000         5     12.495             -     12,500
   of warrants at $0.25 per share

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

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





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

                                      F-8
<PAGE>




                                ONLINE.COM, INC.
                          (formerly Power Direct, Inc.)
                          (A Development Stage Company)

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

     FOR THE PERIOD FROM SEPTEMBER 13, 1993 (INCEPTION) TO DECEMBER 31, 2000
<TABLE>
<CAPTION>
                                                                                                       Deficit
                                                                                                     accumulated
                                                                                        Additional    during the
                                                              Number of                  Paid In     development
                                                               shares       Amount       Capital        stage           Total
---------------------------------------------------------- ------------- ----------- ------------- --------------- --------------
<S>                                                             <C>           <C>          <C>            <C>            <C>
April 12, 2000 - common stock issued for cash on exercise        50,000           5        12,495               -         12,500
   of warrants at $0.25 per share

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

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

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

Net loss for the year                                                                                 (1,350,249)    (1,350,249)
---------------------------------------------------------- ------------- ----------- ------------- --------------- --------------

Balance, December 31, 2000                                   31,597,500   $   3,160   $ 7,979,513   $ (5,783,075)   $  2,199,598
========================================================== ============= =========== ============= =============== ==============
</TABLE>











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

                                      F-9
<PAGE>





                               2U ONLINE.COM, INC.
                          (formerly Power Direct, Inc.)
                          (A Development Stage Company)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                                                                    September 13,
                                                                                                                             1993
                                                                                   Year ended        Year ended    (Inception) to
                                                                                 December 31,      December 31,      December 31,
                                                                                        2000              1999               2000
---------------------------------------------------------------------------- ----------------- ----------------- -----------------
<S>                                                                                   <C>               <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss for the period                                                     $    (1,350,249)  $    (4,201,051)  $    (5,563,097)
  Adjustments to reconcile net loss to net cash from operating activities:
  - depreciation                                                                        7,906             4,768            12,674
  - consulting fees paid for with common shares                                        54,541           465,950           520,492
  - management fees paid for with common shares                                             -           224,000           224,000
  - investors relations fees paid for with common shares                              136,352                 -           136,352
  - stock-based compensation                                                                -           253,669           253,669
  - non-cash component of URL write-down                                                    -         1,179,004         1,179,004
  - write-down of technology license                                                  600,000         1,455,938         2,055,938
  - equity loss from Asdar Group                                                     (90,132)                 -          (90,132)
  - minority interest in loss for the period                                         (75,217)         (404,761)         (479,978)
---------------------------------------------------------------------------- ----------------- ----------------- -----------------
                                                                                    (716,799)       (1,022,483)       (1,751,078)
  - net changes in working capital items                                              365,404            24,300           389,704
---------------------------------------------------------------------------- ----------------- ----------------- -----------------

CASH USED IN OPERATING ACTIVITIES                                                   (351,395)         (998,183)       (1,361,374)
---------------------------------------------------------------------------- ----------------- ----------------- -----------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Deposit                                                                                   -          (75,000)          (75,000)
  Technology license                                                                        -         (135,938)         (135,938)
  Acquisition of furniture and equipment                                              (9,301)          (31,782)          (41,083)
  Website development costs                                                                 -         (126,876)         (126,876)
  Other intangible assets                                                                   -           (5,189)           (5,189)
  Cash acquired on acquisition of Cardstakes.com, Inc.                                      -           210,000           210,000
---------------------------------------------------------------------------- ----------------- ----------------- -----------------

CASH FLOWS FROM INVESTING ACTIVITIES                                                  (9,301)         (164,785)         (174,086)
---------------------------------------------------------------------------- ----------------- ----------------- -----------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Disposition of furniture and equipment                                               11,582                 -            11,582
  Advances to related party                                                                 -          (70,043)          (57,000)
  Net proceeds on sale of common stock                                                292,500         1,296,500         1,590,000
---------------------------------------------------------------------------- ----------------- ----------------- -----------------

CASH FLOWS FROM FINANCING ACTIVITIES                                                  304,082         1,226,457         1,544,582
---------------------------------------------------------------------------- ----------------- ----------------- -----------------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                     (56,614)            63,489             9,121

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                         65,735             2,246                 -
---------------------------------------------------------------------------- ----------------- ----------------- -----------------

CASH AND CASH EQUIVALENTS, END OF PERIOD                                      $         9,121   $        65,735   $         9,121
============================================================================ ================= ================= =================
</TABLE>

Other Significant Non-Cash Transactions During 2000, the Company issued the
following:
---------------------------------------------------------------------------
350,000 shares at $.85 per share in exchange for a 2 year investor relations
services contract.
350,000 shares at $.85 per share in exchange for a 5 year investment banking
services contract.
50,000 shares at $.30 per share in settlement of website costs incurred by
the Company.
3,800,000 shares at $.40 per share for the acquisition of an interest in the
Wyoming Property.





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

                                      F-10
<PAGE>





2U ONLINE.COM, INC.
(formerly Power Direct, Inc.)
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND 1999
-------------------------------------------------------------------------------

NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION
-------------------------------------------------------------------------------
The Company was incorporated on September 13, 1993 in the State of Delaware as
Power Direct, Inc. On January 31, 2000 the Company changed its name to 2U
Online.com, Inc to reflect management's decision to shift the Company's focus
from oil and gas exploration and development to internet-based business
development.

The consolidated financial statements have been prepared on the basis of a going
concern which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. The Company and its subsidiaries
are in the development stage, have not generated 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. 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., and a 100% interest in
Cardstakes.com Enterprises Ltd.

Use of Estimates and Assumptions
Preparation of the Company's financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts and disclosures. Accordingly,
actual results could differ from those estimates.

Cash and Cash Equivalents
The Company considers all liquid investments, with an original maturity of three
months or less when purchased, to be cash equivalents.

Technology license
The Company has capitalized the costs of acquiring its technology license from
Compte De Sierge Accomodative Corp. (Note 5). At December 31, 1999 the Company
recorded an impairment provision of $1,455,938 due to the uncertainty of
recoverability of the carrying value and at December 31, 2000 the Company wrote
off the balance of the carrying value due to uncertainty of recoverability.

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.

Intangible Assets
Intangible assets consist of licence fees and acquisition costs of Universal
Resource Locators ("URL's"). The Company reviews the carrying amount of
intangible assets for impairment whenever events or changes in circumstances
indicate that the carrying amount may not be recoverable. The determination of
any impairment would include a comparison of estimated future operating cash
flows anticipated to be generated during the remaining life with the net
carrying value of the asset.

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



                                      F-11
<PAGE>




2U ONLINE.COM, INC.
(formerly Power Direct, Inc.)
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND 1999
-------------------------------------------------------------------------------

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (con't)
-------------------------------------------------------------------------------

Revenue Recognition
Fees generated from processing credit card transactions are recorded as earned,
net of holdback amounts held in reserve. Chargebacks are charged to the holdback
account and any excess is charged against revenue. In accordance with SAB 101
the Company records only the net revenues generated from credit card processing.

Foreign Currency Translation
The financial statements are presented in United States dollars. In accordance
with Statement of Financial Accounting Standards No. 52, "Foreign Currency
Translation", foreign denominated monetary assets and liabilities are translated
to their United States dollar equivalents using foreign exchange rates which
prevailed at the balance sheet date. Revenue and expenses are translated at
average rates of exchange during the year. Related translation adjustments are
reported as a separate component of stockholders' equity, whereas gains or
losses resulting from foreign currency transactions are included in results of
operations.

Income Taxes
The Company follows the liability method of accounting for income taxes. Under
this method, deferred income tax assets and liabilities are recognized for the
estimated tax consequences attributable to differences between the financial
statement carrying values and their respective income tax basis (temporary
differences). The effect on deferred income tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date. At December 31, 2000 a full deferred tax asset valuation
allowance has been provided and no deferred tax asset benefit has been recorded.

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. As of
December 31, 2000, there were 250,000 exercisable options and 1,520,000 common
stock warrants that can be converted into a total of 1,770,000 shares of common
stock. As these options and warrants would have an antidilutive effect on the
presentation of loss per share, a diluted loss per share calculation is not
presented.

Long-term Investments
The Company follows the equity method of accounting for its investments in
companies in which it owns more than 20% and less than 50% and over which it
exercises significant influence. Under this method, the Company includes its
share of the earnings or losses of these affiliated companies. The share of
losses for the three months ended December 31, 2000 amounted to $90,132.

Recent Accounting Pronouncements
On March 31, 2000, the Financial Accounting Standards Board ("FASB") issued FASB
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.

In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement
No. 133, Accounting for Derivative Instruments and Hedging Activities ("SFAS
133"), which establishes accounting and reporting standards for derivative
instruments, including instruments embedded in other contracts, and hedging
activities. It requires that an entity recognize all derivatives; as either
assets or liabilities and measure those instruments at fair value. SFAS 133 is
effective for financial statements for fiscal years beginning after June 15,
1999. The Company does not expect that the implementation of this standard will
have a material impact on its financial statements.




                                      F-12
<PAGE>




2U ONLINE.COM, INC.
(formerly Power Direct, Inc.)
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND 1999
-------------------------------------------------------------------------------

NOTE 3 - INVESTMENT IN ASDAR GROUP
-------------------------------------------------------------------------------

On September 20, 2000, the Company entered into an Asset and Purchase Agreement
with ASDAR Group, a Nevada Corporation ("ASDAR"). Pursuant to the Agreement,
ASDAR purchased all of the Registrant's title and interest in the Wyoming
Property. In exchange, ASDAR issued 5,000,000 of its common stock to the
Company, representing approximately a 48% interest in ASDAR. The President and a
director of the Company is the Secretary and a director of ASDAR. In addition, a
shareholder of the Company was issued 475,000 shares of ASDAR's common stock as
a finder's fee for services relating to the agreement.

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.
Also on January 28, 2000, the Company entered into an agreement with Palisades
Financial Ltd., with a 5-year term, whereby Palisades will provide
investment-banking services to the Company (valued at $297,500) in exchange for
350,000 shares of the Company's common stock.
At December 31, 2000 the prepaid portion of the service contracts totaled
$404,106.

NOTE 5 - TECHNOLOGY LICENSE
--------------------------------------------------------------------------------

On April 28, 1999, the Company entered into a licensing agreement ("Compte
Agreement") with Compte De Sierge Accommodative Corp., a corporation
incorporated in Panama City, Panama ("Compte De Sierge"). Compte De Sierge
worked in association with a group of programmers doing business as E-Card. The
Compte Agreement specifies, among other things, that the Company will have the
worldwide right to utilize and commercially exploit certain software systems and
related proprietary technology relating to the operation of the Greeting Card
Lotto, hereinafter referred to as "CardStakes.com".

The Compte Agreement provided that the Company may grant sub-licenses in the
proprietary technology on terms agreeable to Compte De Sierge. On June 15, 1999,
the Company and CardStakes.com entered into a sub-licensing agreement whereby
CardStakes.com 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 issued to the
Company 9,126,531 shares of CardStakes.com's $.0001 par value common stock
representing a 59% controlling interest.

Due to the uncertainty of recoverability the Company has provided a full
impairment provision for the carrying value of the license resulting in a loss
of $600,000 for the year ended December 31, 2000.

NOTE 6 - INTEREST IN OIL & GAS PROPERTY
-------------------------------------------------------------------------------

On January 15, 1999, the Company entered into a letter of intent with Rising
Phoenix Development Group Ltd. ("Rising Phoenix"), a Canadian corporation, to
acquire all the assets of Rising Phoenix, including that corporation's interest
in the oil and natural gas rights on 6,360 acres located in the Powder River
Basin of eastern Wyoming (the "Wyoming Property"). Such interest included Rising
Phoenix's interest in a Joint Venture Contract with Derek Resources Corporation
("Derek Resources"). Under the Joint Venture Agreement, Derek Resources and
Rising Phoenix were to jointly develop and operate the Wyoming Property.

The letter of intent specified that the Company must pay Rising Phoenix $75,000
and issue 3,800,000 shares of its common stock to Rising Phoenix and issue
800,000 common shares as a finders fee.

By agreement dated October 13, 2000 the Company sold all of its interest in the
Wyoming Property to Asdar Group, a public company with a director in common for
5,000,000 restricted common shares of Asdar Group which have been recorded at
the carrying value of the interest in the Wyoming Property.





                                      F-13
<PAGE>




2U ONLINE.COM, INC.
(formerly Power Direct, Inc.)
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND 1999
-------------------------------------------------------------------------------

NOTE 7 - CAPITAL STOCK
-------------------------------------------------------------------------------

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

In 1999 the Board of Directors authorized the grant of stock options to certain
officers, directors and consultants to purchase 1,250,000 common shares at a
price of $.25 per share to October 23, 2000 and 250,000 common shares at a price
of $.25 per share to April 23, 2001. As of December 31, 2000, no options had
been exercised or forfeited and 1,250,000 options had expired. In addition,
warrants are outstanding to purchase 610,000 common shares at a price of $.25
per share to July 15, 2001, and 910,000 common shares at a price of $.25 per
share to November 15, 2001.

With respect to stock options granted to employees, the following pro-forma
information is provided as required by SFAS No. 123 showing the results of
applying the fair value method using the Black-Scholes option pricing model
assuming a dividend yield of 0%, a risk0-free interest rate of 5%, an expected
life of 1.5 years and an expected volatility of 126%.

                                                    2000               1999
                                               --------------------------------
     Net loss                                   $    902,249       $  4,201,051
     Pro-forma stock based compensation                    -       $     45,483
                                               --------------------------------

     Pro-forma net loss                         $    902,249       $  4,246,534
                                               --------------------------------

     Pro-forma basic net loss per share         $     0.0294       $     0.2493
                                               ================================

NOTE 8 - CREDIT CARD PROCESSING
-------------------------------------------------------------------------------

In mid-August, 1999, the Company had set up a merchant account for the
processing of VISA and Mastercard transactions with MPact Immedia Transaction
Services Ltd. The Company would be charged a transaction processing fee of 5.75%
and a 6-month revolving reserve fund of 10% by MPact.

This processing account was set up initially to accommodate the purchase of the
Company's Internet Greeting Cards. In early December 1999, with the management's
decision to provide the Company's "Internet" Greeting cards at no cost to the
consumer, the processing account was to be utilized solely for the purchase of
merchandise from the 2U Online.com cybermall site.

In mid-December, 1999, the Company's management was approached by a number of
clients looking for credit card processing sources and the Company's management
agreed in late December of 1999, to utilize the Company's merchant account,
beginning in early January 2000, to generate revenue from credit card
processing. The Company made an offer whereby the above clients would be charged
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. This 15% reserve is a 6-month revolving reserve
whereby the 1st month reserves are paid out in 6 months plus 1 day.

In November 2000, the Company began to receive a significant number of charge
backs from its clients and the reserves held back were eliminated. On November
8, 2000 the Company was notified by Mpact Immedia Transaction Services Ltd. that
it was terminating the processing activities and in turn, the Company instructed
its clients it would no longer be processing their transactions. All
card-processing activities were put on hold and the Company does not have a
definite date to resume the card processing service.

NOTE 9 - RELATED PARTY TRANSACTIONS
--------------------------------------------------------------------------------

The Company paid cash to directors for management fees totalling $27,350 for the
year ended December 31, 2000.

During the year ended December 31, 2000, a company controlled by a significant
shareholder received $104,873 for consulting and other services and
reimbursement of expenses incurred on behalf of the Company.

At December 31, 2000 a total of $14,616 is owing to Asdar Group for cash
advances. These advances are non-interest bearing and without specific terms of
repayment.





                                      F-14
<PAGE>





2U ONLINE.COM, INC.
(formerly Power Direct, Inc.)
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND 1999
-------------------------------------------------------------------------------

NOTE 10 - COMMITMENTS AND CONTINGENCIES
-------------------------------------------------------------------------------

Fair Value of Financial Instruments
The following disclosure of the estimated fair value of financial instruments is
made in accordance with the requirements of SFAS No. 107. Disclosures about Fair
Value of Financial Instruments. The estimated fair value amounts have been
determined by the Company, using available market information and appropriate
valuation methodologies. The fair value of financial instruments classified as
current assets or liabilities including cash and cash equivalents and notes and
accounts payable approximate carrying value due to the short-term maturity of
the instruments.

Concentration of Credit Risk
The Company invests its cash and certificates of deposit primarily in deposits
with major banks. Certain deposits, at times, are in excess of federally insured
limits. The Company has not incurred losses related to its cash.








                                      F-15
<PAGE>





Item 8.  Changes in and Disagreements with Accountants.
-------------------------------------------------------

Changes in Registrant's Certifying Accountant pursuant to Item 304 (A) of
Regulation S-B:

On May 17, 2000, we decided to terminate our relationship with our principal
independent accountant, James E. Slayton, CPA. The decision to change
accountants was approved by our Board of Directors. 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.

On or about May 4, 2001, we dismissed without prejudice, the lawsuit against Mr.
Slayton. On May 17, 2000, we engaged the firm of Schvaneveldt & Company, 275
East South Temple Street, Suite 300, Salt Lake City, Utah 84111 as our new
principal accountant. On or about September 9, 2000, our auditor, Darrell
Schvanaveldt, passed away suddenly.

On or about September 21, 2000, Labonte & Co., chartered accountants, executed
an engagement letter agreeing to act as our auditors. Laborte & Co. are our
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>
<S>                                           <C>                    <C>                         <C>
======================================= ================= ======================== =================================
Name and Address                              Age         Position                 Term as Director
--------------------------------------- ----------------- ------------------------ ---------------------------------
Robert Klein                                   53         President/Director       From March 16, 2001 to present
4540 Woodgreen Place
West Vancouver, British Columbia
Canada  V7S 2V6
--------------------------------------- ----------------- ------------------------ ---------------------------------
Robert Waters                                    51       Director                 From March 30, 2001 to present
945 Marine Drive, Suite 911
West Vancouver, British Columbia
V7T 1A8
--------------------------------------- ----------------- ------------------------ ----------------------------------
Ferdinand Marehard                             72         Secretary/Treasurer      From October, 1998 to present
1270 Robson Street, Suite 406                             and Director
Vancouver, British Columbia V6E 3Z6
======================================= ================= ======================== =================================
</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.




                                       12
<PAGE>



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. 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 ASDAR Group.

Ferdinand Marehard is our Secretary, Treasurer and a member of our Board of
Directors. 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 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.

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.



                                       13
<PAGE>



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 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.

Section 16(a) Beneficial Ownership Reporting Compliance. 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).

Item 10.  Executive Compensation
--------------------------------

Executive Compensation. Specified below, in tabular form, is the aggregate
annual remuneration of our Chief Executive Officer and the four (4) most highly
compensated executive officers other than the Chief Executive Officer who were
serving as executive officers at the end of our last completed fiscal year. Our
officers are reimbursed for expenses incurred on our behalf.

As of December 31, 2000, we had paid Jack Sha, our former President and
director, compensation in the following amounts:
<TABLE>
<S>                                    <C>                                  <C>
========================== =============================== ======================================
Name of Individual or      Capacities in which                       Aggregate Remuneration
Identity of Group          Remuneration was received               For 1998 For 1999 For 2000
-------------------------- ------------------------------- --------------------------------------
Jack Sha                   (former) President                        $0.00 $9,200 $21,084.00
========================== =============================== ======================================
</TABLE>

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.

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, 2000, 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>
<S>                                     <C>                               <C>                <C>
-------------------- ------------------------------------------ ---------------------- ------------------
Title of Class       Name of Beneficial Owner                   Amount and Nature of    Percent of Class
--------------       ------------------------                   Beneficial Owner        ----------------
                                                                ----------------
-------------------- ------------------------------------------ ---------------------- ------------------

Common Stock         Compte De Sierge                                   5,560,000                17.6%
                     Accomodative Corp.(1)
-------------------- ------------------------------------------ ---------------------- ------------------

Common Shares        Rising Phoenix Development Group, Ltd.             3,800,000               12.29%

-------------------- ------------------------------------------ ---------------------- ------------------
Common Stock         CEDE & Co.
                     The Depository Trust Co.                           18,162,375               57.5%
                     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.




                                       14
<PAGE>




Security Ownership by Management. As of December 31, 2000, 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.
---------------------------------------------------------

Related Party Transactions.

         Rising Phoenix Development Group Ltd.
         -------------------------------------
The share certificate has not been delivered to Rising Phoenix because the
management of Rising Phoenix stated that they intended to redistribute the
3,800,000 shares to Rising Phoenix's shareholders. In this regard, Rising
Phoenix requested that we retain the share certificate until a Registration
Statement registering those shares is filed and becomes effective.

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.
(previously defined as "Rising Phoenix") in exchange for 3,800,000 shares of our
common stock and seventy-five thousand dollars (US$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.

         Allstar Energy Limited.
         -----------------------
Mr. Dan Drobot, the authorized signatory and agent representing Allstar Energy
Limited, is also the authorized signatory and agent representing Jord-Ash
Enterprises Ltd., our former joint venture partner in the Alberta Gas Project.
Mr. Drobot initiated and finalized the sale of our interest in the Alberta Gas
Project to Allstar Energy Limited.

         Asdar Group & LAK Ranch Oil Project in Wyoming.
         -----------------------------------------------
Jack Sha, our former President and director, was nominated and appointed to the
Board of Directors of ASDAR Group, ("Asdar") on March 17, 2000. Jack Sha did not
take part in the vote by Asdar's Board of Directors to accept or reject the
acquisition of the LAK Ranch Oil Project from us. We share office space with
Asdar. Robert Klein, our current President and a member of our Board of
Directors, is a member of Asdar's Board of Directors.

         CardStakes.com.
         ---------------
As of December 31, 2000, we had advanced a total of US$692,675.20 to our
subsidiary CardStakes.com to pay for operating expenses. We have not yet
negotiated repayment terms. However, we anticipate that repayment of such funds
will be contingent on CardStakes.com's results of operations. The outstanding
amount due to us bears no interest.

         Cardstakes.com - Anti-Dilution Provision.
         -----------------------------------------
In anticipation of the issuance of shares pursuant to the license agreement we
entered into with our subsidiary, CardStakes.com, CardStakes.com amended its
Articles of Incorporation to include an Anti-Dilution Provision providing for
the continuous and nondilutable 51% ownership of CardStakes.com by us. In
September 1999, CardStakes.com that the Anti-Dilution Provision would be removed
from CardStakes.com's Articles of Incorporation. As consideration for the
removal of the Provision, CardStakes.com agreed to issue us 2,000,000 shares of
its common stock. On September 10, 1999, CardStakes.com's then President and
Secretary executed a Certificate of Amendment to CardStakes.com's Articles of
Incorporation removing the Anti-Dilution Provision.

         Holm Investments Ltd & R. Angelo Holmes.
         ----------------------------------------
We have the following relationships with R. Angelo Holmes, the beneficial owner
of Holm Investments Ltd ("Holm"):




                                       15
<PAGE>




    o    Holm provided management consulting services to us for which we issued
         Holm 600,000 shares of our common stock. Specifically, Holm advised us
         on money management and asset acquisition. We valued those services at
         US$216,000.00.
    o    We purchased URL's from both Holm Investments Ltd. and R. Angelo
         Holmes.
    o    We lease office spaces from Holm.
    o    We issued options to R. Angelo Holmes to purchase 300,000 shares of our
         common stock.

         May Joan Liu.
         -------------
We have the following relationships with May Joan Liu:

    o    May Joan Liu provided consulting services to us for which we issued to
         May Joan Liu 250,000 shares of our common stock. Specifically, May Joan
         Liu advised us on financial matters, marketing and promotion of our
         websites and assistance in public relations. We valued those services
         at US$65,000.00.
    o    We purchased URL's from May Joan Liu.
    o    We issued options to May Joan Liu to purchase 600,000 shares of our
         common stock.

         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,

    o    disclosing such transactions in prospectus' where required;
    o    disclose in any and all filings with the Securities and Exchange
         Commission, where required;
    o    obtain uninterested directors consent;
    o    obtain shareholder consent where required; and (v) take any and all
         other action required by relevant law and /or our governing documents

Transactions with Promoters. On January 28, 2000, we entered into an agreement
with Bisell Investments, Inc. ("Bisell"), with a 2-year term, whereby Bisell
agreed to provide us with investor relation services for five (5) years in
exchange for 350,000 shares of our common stock.

On January 28, 2000, we entered into an agreement with Palisades Financial Ltd.
("Palisades"), with a 5-year term, whereby Palisades agreed to provide us with
investment banking services for two (2) years in exchange for 350,000 shares of
our common stock.

Item 13.  Exhibits and Reports on Form 8-K.
-------------------------------------------

         (a) Exhibits.
                  None.

         (b) Reports on Form 8-K.
                  None.



                                       16
<PAGE>



                                   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 September 1, 2001.

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

                                    By: /s/ Robert 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/ Robert Klein                             September 1, 2001
------------------------------------
Robert Klein
President and a Director

/s/ Robert Waters                             September 1, 2001
------------------------------------
Robert Waters
Director

/s/ Ferdinand Marehard                        September 1, 2001
------------------------------------
Ferdinand Marehard
Secretary, Treasurer and a Director