SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-KSB

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934, for the fiscal year ended December 31, 1999

                            Commission File No. _____

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

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

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)

Check whether the registrant (1) has filed all reports required by Section 13 or
15(d) of the  Securities 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 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. [X ]

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

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was sold,  or the average bid and asked  price of such  common  equity,  as of a
specified  date within the past 60 days.  (See  definition  of affiliate in Rule
12b-2 of the Exchange Act). As of December 31,1999, approximately $_________.

The number of shares  outstanding  of the issuer's  only class of Common  Stock,
$.0001 par value, was 22,727,500 on December 31, 1999.

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

Transitional Small Business Disclosure format (check one):
                           Yes [  ]           No [X ]


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PART I.

Item 1.  Description of Business.

Development of the Company. 2U Online.com,  Inc.,  formerly Power Direct,  Inc.,
(the "Company") was incorporated in the State of Delaware on September 13, 1993,
and maintains its principal executive offices at 1288 Alberni Street, Suite 806,
Vancouver, BC V6E 4N5. The Company's offices in the United States are located at
4291 Meridian Street,  Suite 29,  Bellingham,  Washington 98226. The Company was
originally  incorporated  to  engage in any  lawful  act or  activity  for which
corporations may be organized under the General Corporation Law of Delaware. The
Company was 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.
The Company is currently listed on the Over-the-Counter Bulletin Board Quotation
Service  ("OTCBB")  under the symbol  "TWOU".  The  Company's  former symbol was
"PWDR".

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

Business of the Company.

The Wyoming  Property.  On January 15, 1999,  we entered into a letter of intent
with Rising Phoenix Development Group Ltd., a Canadian  corporation,  located in
Vancouver,  British  Columbia,  Canada  ("Rising  Phoenix"),  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").  That letter of intent specifies that we must,
among other things, pay Rising Phoenix seventy-five thousand dollars (US$75,000)
and,  further,  issue 3,800,000  shares of its common stock to Rising Phoenix to
complete the  acquisition of the assets of Rising  Phoenix.  We have paid Rising
Phoenix the US$75,000.00 and have issued the 3,800,000 shares.  According to the
letter of intent,  we are obligated to assume all of Rising Phoenix's  financial
obligations  pertaining  to the  Wyoming  Property as of January  31,  1999.  In
return,  Rising Phoenix agreed to deliver the Wyoming Property in good title and
assign to us its rights under the joint venture  agreement with Derek  Resources
Corporation ("Derek Resources"). Pursuant to that joint venture agreement, Derek
Resources  agreed to  provide  up to a maximum  of Three  Million  Five  Hundred
Thousand Dollars  (US$3,500,000) of improvements on or before December 31, 2000,
on the Wyoming  Property in exchange  for a 75% working  interest in the Wyoming
Property. Derek Resources is in the process of securing the necessary funding in
order to meet its obligations under the joint venture  agreement.  We anticipate
that the site  construction will commence sometime early in the year 2000. Derek
Resources  has  begun  negotiating  with  Bateman  Engineering,  Inc.,  and  its
associate  company,  Silvertip Project Partners,  Inc., to provide  development,
financing and  construction of a pilot production  facility.  If Derek Resources
and its partners  successfully  meet their  obligations  under the joint venture
agreement,  we will own a 25% working interest in the Wyoming Property. If Derek
Resources  and its  partners  fail to meet  their  obligations  under  the joint
venture  agreement,  we will  obtain  a 100%  working  interest  in the  Wyoming
Property,  including all of the improvements financed by Derek Resources and its
partners. There are no proven oil or gas reserves on 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  described  in the  immediately  proceeding
paragraph.

Plan of  Operation-Wyoming  Property.  As discussed earlier,  Derek Resources is
solely responsible for the capital expenditures on the Wyoming Property. At this
time, we cannot guarantee or predict the timetable for


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completion of the material steps to get the Wyoming  Property  producing oil, if
any. As discussed earlier,  Derek Resources has until December 31, 2000, to meet
its financial  obligations.  We anticipate that if the Wyoming Property produces
oil, it will be sometime  before  December 31, 2000.  We are not involved in the
exploration  of the  Wyoming  Property.  We  believe  that  Derek  Resources  is
attempting to raise the necessary  funds to construct a pilot plant  designed to
test a new technology call Steam Assisted  Gravity  Drainage  ("SAGD").  SAGD is
designed to extract oil from the ground.  However,  Derek  Resources has not yet
begun construction on the pilot plant nor do we believe that Derek Resources has
the funds  necessary  for such a  construction.  The Wyoming  Property  does not
contain proved oil and gas reserves at this time.

The Alberta Property.  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 and own 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 cost for the  three-phase
project,  which are  estimated  in the  letter of  agreement  to be Two  Hundred
Thousand  Dollars  (CDN$200,000).  We have  advanced  I.T.A.  a total of  Twenty
Thousand  Three  Hundred  Ninety Three Dollars  (US$20,393)  toward costs on the
Alberta Property project. The working interest acquired will be subject to a 10%
gross  overriding  royalty (that is, 4.2% of the 42% working  interest  shall be
payable  directly to Nicholas Baiton,  the royalty holder).  We have also paid a
deposit of eight thousand four hundred dollars (CDN$8,400) to I.T.A. pursuant to
the terms of the agreement.  We agreed with I.T.A. that the $8,400 deposit would
be used for  prospect  fees and that we would  receive  a refund  of any  unused
portion of that  deposit.  Within ten (10) days of I.T.A.  providing  us with an
"Authority  for  Expenditures"  and a  cash  call  for  Phases  I and  II of the
development of the Alberta Property, we will be required to advance Seventy Five
Thousand Six Hundred Dollars  (CDN$75,600)  to I.T.A.  There can be no assurance
that we will have sufficient funds available to meet this obligation in the time
frame required by the letter of agreement.  Exploration has begun on the Alberta
Property.  However,  there  are no proven  oil or gas  reserves  on the  Alberta
Property.

Plan of Operation-Alberta Property. We anticipate that the Alberta Property will
produce mainly methane gas. The development of the Alberta  Property project has
proceeded  as  follows:  (1)  On  September  24,  1999,  Liberty  Oil & Gas  Ltd
("Liberty")  received  approval from the Alberta Energy and Utilities  Board for
the Alberta Property project;  (2) On or about October 13, 1999, the testing and
evaluation of the well began;  and (3) On or about  November 26, 1999,  gas flow
test readings from the re-opened well-head showed minimal to no gas flow. We are
not directly involved in the exploration or development of the Alberta Property.
Liberty is the operator of the project. The joint venture partners are currently
considering  whether to drill  another  test  well-head.  We will have a working
interest  in the  Alberta  Property  but  Liberty  will  physically  operate the
facility.  The Alberta  Property does not contain  proved oil or gas reserves at
this time.

The material risks include,  but are not necessarily limited to, the danger that
an  economically  recoverable  quantity  of gas may not exist and there may be a
fire or explosion. Liberty has assured us it has taken all necessary precautions
to prevent  the  latter  from  occurring.  The  project  will  proceed  into the
production  stage only if it is determined that there are enough gas reserves to
justify the additional capital expense. If actual gas production occurs, Liberty
will issue joint venture  billings and revenue  statements  on a monthly  basis.
Liberty will also market the gas  production  for all interest  owners unless it
gets notification of intent to take in kind.  Liberty is solely  responsible for
meeting any and all regulatory requirements.

Internet-Related  Activities.  On or about  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").
Compte  De  Sierge  worked  in  association  with a group of  programmers  doing
business as E-Card. The Compte Agreement specifies,  among other things, that we
will have the  worldwide  right to  utilize  and  commercially  exploit  certain
software systems and related proprietary technology relating to the operation


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of the Greeting Card Lotto,  hereinafter  referred to as  "CardStakes.com".  The
CardStakes.com technology was developed and designed by Mr. Conrado Beckerman, a
director of Compte De Sierge, and a team of programmers hired by CardStakes.com.
CardStakes.com has not produced any historical revenue upon which an estimate of
potential revenue can be determined.

The Compte  Agreement  also  provides  for us to pay a total of  CDN$300,000  to
Compte De Sierge. The Compte Agreement also provides that we shall issue a total
of 6,000,000 shares of its $.0001 par value common stock. Prior to August, 1999,
we had paid Compte De Sierge  CDN$200,000 and issued  3,000,000 shares to Compte
De Sierge.  On or about 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  CardStakes.com.
E-Card had  custody  and  control of those  items  requested  by us. On or about
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 or about August 30, 1999,
a meeting  between the  principals of Compte De Sierge and the Company was held,
whereby  Compte De Sierge  agreed to  discontinue  any  further  association  or
involvement   with   E-Card.   Compte  De  Sierge  also  agreed  to  (i)  assist
CardStakes.com  in retaining  new  programmers  to complete  the  CardStakes.com
website; (ii) revise and amend the April 28, 1999 agreement to reflect the above
change;  (iii)  allow us to retain the final  CDN$100,000.00  payment  under the
Compte Agreement; and (iv) change the title of the agreement to the "Proprietary
Technology Usage - License  Agreement".  On or about November 9, 1999, we issued
the remaining 3,000,000 shares of the Company's $.0001 par value common stock to
Compte De  Sierge.  With the  final  issuance  of stock,  we have met all of our
financial obligations pursuant to the Compte Agreement.

On or about June 18, 1999,  we entered into an Asset  Purchase  Agreement  ("J&S
Agreement") with J&S Overseas  Holdings,  of Grand Cayman,  Cayman Islands ("J&S
Overseas").  Pursuant  to the J&S  Agreement,  we  agreed to  purchase  from J&S
Overseas,   and  J&S   Overseas   agreed   to  sell,   an  URL   registered   as
"CardStakes.com". In exchange for the URL, we agreed to pay US$240,000 and grant
to J&S Overseas the rights to purchase  1,000,000 shares of the Company's $.0001
par value common  stock.  These rights are  exercisable  at a purchase  price of
US$0.30 per share.  We have met all of our financial  obligations  under the J&S
Agreement.  Except for the relationships  described  herein,  there are no other
relationships  between  the Company and J&S  Overseas.  The URL,  Cardstakes.com
(http://www.cardstakes.com),  is a website featuring  electronic  greeting cards
and  retail  merchandise  link.  The  electronic  Greeting  Card  is sent to the
recipient  via e-mail  enabling the recipient to play a "Scratch and Win" ticket
for cash coupons and discounts. The retail merchandise links allow the sender to
purchase a gift if the sender so desires.

On or about  September  1, 1999,  we entered  into an Asset  Purchase  Agreement
("Holm Agreement") with Holm Investment Ltd., a Canadian  corporation  ("Holm").
Pursuant to the Holm Agreement, we agreed to purchase from Holm, and Holm agreed
to sell to us, three (3) Universal  Resource  Locators  ("URL's")  registered as
"GREETINGCARDLOTTO.NET",  "E-CARDLOTTO.NET" and "CARDLOTTO.NET". In exchange for
the 3 URL's,  we  agreed  to issue  Holm  1,000,000  warrants  to  purchase  the
Company's  $.0001  par value  common  stock at a purchase  price of US$0.25  per
share.  The warrants are exercisable for a period of two (2) years from the date
of issuance.  The 1,000,000  warrants have been issued and Holm has  transferred
the three URL's to us. Holm also provided  promotional  services to us for which
we have issued to Holm 600,000  shares of the Company's  $.0001 par value common
stock. We also lease office space from Holm.

On or about November 19, 1999, we entered into an Asset Purchase  Agreement with
May Joan Liu ("MJLiu Agreement").  Pursuant to the MJLiu Agreement, we agreed to
purchase  from Ms. Liu,  and Ms. Liu agreed to sell to us,  three (3)  Universal
Resource Locators ("URL's") registered as "Thankyou2u.com", "Homeaccents2u.com"


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and "Necessities2u.com". In exchange for the 3 URL's, we agreed to issue Ms. Liu
six hundred fifty thousand  (650,000)  shares of the Company's  $.0001 par value
common stock.  The shares have been issued and Ms. Liu has transferred the three
URL's to us.

On or about November 24, 1999, we entered into an Asset Purchase  Agreement with
CardTek International  Holdings Ltd. ("Ctek"), a Gibraltor  corporation,  ("CTek
Agreement").  Pursuant to the CTek  Agreement,  we agreed to purchase from CTek,
and CTek agreed to sell to us, four (4) Universal  Resource  Locators  ("URL's")
registered   as   "Gaming2u.com",   "Weddings2u.com",   "Essentials2u.com"   and
"Theorient2u.com". In exchange for the 4 URL's, we agreed to issue to CTek eight
hundred  thousand  (800,000)  shares of the  Company's  $.0001 par value  common
stock.  The shares have been issued and CTek has  transferred  the four URL's to
us.

On or about November 25, 1999, we entered into an Asset Purchase  Agreement with
Richard  Angelo  Holmes  ("RAHolmes")  ("RAH  Agreement").  Pursuant  to the RAH
Agreement,  we agreed to purchase from RAHolmes,  and RAHolmes agreed to sell to
us, two (2) Universal Resource Locators  ("URL's")  registered as "Things2u.com"
and  "Arrangements2u.com".  In  exchange  for the 2 URL's,  we  agreed  to issue
RAHolmes two hundred fifty thousand (250,000) shares of the Company's $.0001 par
value common stock. The shares have been issued and RAHolmes has transferred the
two URL's to us.

On or about  November 25, 1999,  the Company and Cybermall  Consulting  Services
Ltd.,  a Bahamian  corporation  ("Cybermall"),  entered  into an Asset  Purchase
Agreement  ("Cybermall  Agreement").  Pursuant to the  Cybermall  Agreement,  we
agreed to purchase from Cybermall,  and Cybermall  agreed to sell to us, two (2)
Universal  Resource  Locators  ("URL's")   registered  as  "Website2u.com"   and
"Gourmet2u.com".  In exchange  for the 2 URL's,  we agreed to issue to Cybermall
five hundred thousand  (500,000) shares of the Company's $.0001 par value common
stock.  The shares have been issued and Cybermall has transferred the four URL's
to us.

Employees. We currently have 2 part-time employees and 2 full-time employees. We
anticipate using consultants for business,  accounting, and legal services on an
as-needed basis.

Competition.  Competition  in the oil and  natural  gas  production  industry is
intense.  If the interests owned by us produce any oil or gas, we will encounter
intense competition from other companies and entities in virtually all phases of
the oil and gas industry.  Many of these  competitors have greater financial and
other  resources,  and more experience in the oil and gas industry,  than us. We
will compete  directly with other  companies and businesses that have developed,
and are in the process of  developing,  exploration  and  drilling  technologies
which may provide  those  competitors  with an advantage  over us. We believe we
will encounter competition from other oil and natural gas companies in all areas
of its operations, including the acquisition of exploratory prospects and proven
properties.

Should the  Wyoming  Property or the Alberta  Property  produce oil or gas,  our
competitors  will include  major  integrated  oil and natural gas  companies and
numerous  independent oil and natural gas companies,  individuals,  and drilling
and income  programs.  Many of our competitors  will be large,  well-established
companies  with  substantially  larger  operating  staffs  and  greater  capital
resources than those we currently  possess and which,  in many  instances,  have
been engaged in the oil and natural gas business for a much longer time than us.
Such companies may be able to pay more for exploratory  prospects and productive
oil and natural gas  properties and may be able to identify,  evaluate,  bid for
and purchase a greater  number of properties and prospects than our financial or
human resources permit.


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Business of Company's Subsidiary.  On February 19, 1999, we caused PDTech.com, a
Nevada  corporation,  to be formed as a subsidiary  of the Company.  On or about
June 8, 1999, PDTech.com changed its name to CardStakes.com.

The Compte Agreement  provides that we may grant sublicenses to third parties on
terms agreeable to Compte De Sierge with respect to the proprietary  technology.
On or about June 15, 1999, CardStakes.com became such a third party licensee. On
or about that date, we entered into a licensing  agreement  with  CardStakes.com
whereby CardStakes.com  acquired 51% of the Company's rights, title and interest
under the Compte Agreement.  The result is that  CardStakes.com has the right to
utilize and  commercially  exploit  certain  software  and  related  proprietary
technology  allowing  for the  marketing  and sale of  greeting  cards  over the
Internet.   The   technology   licensed   from  Compte  De  Sierge  also  allows
CardStakes.com to conduct a scratch and win whereby the winners are awarded cash
coupons and discounts.

The Greeting Card Industry.  Based on research  conducted by us, including,  but
not limited to, searching the Internet for similar  operations,  we believe that
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 goods 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 or about 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 cash  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  Card. Customers of CardStakes.com can send animated,  singing,
speaking,  personally customized,  virtual cards over the Internet for free with
our without a purchase from one of our cybermall  websites.  The card contains a
scratch  and win ticket  that  offers cash  discounts  and  coupons.  Should the
recipient  want to review the cards in the  future,  the card will remain in the
recipient's mailbox until deleted.

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,


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marketing    capabilities   and   financial   resources   than   CardStakes.com.
CardStakes.com may also encounter increasing competition from new as well as the
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.

Compliance with Environmental Laws. We have interests in are subject to numerous
federal,  state  and local  laws and  regulations  governing  the  discharge  of
materials  into  the   environment  or  otherwise   relating  to   environmental
protection.  These laws and  regulations may require the acquisition of a permit
before drilling commences,  restrict the types,  quantities and concentration of
various  substances that can be released into the environment in connection with
drilling and production  activities,  limit or prohibit  drilling  activities on
certain lands within  wilderness,  wetlands and other protected  areas,  require
remedial  measures to mitigate  pollution  from former  operations,  such as pit
closure and plugging  abandoned  wells, and impose  substantial  liabilities for
pollution resulting from production and drilling operations.  Public interest in
the protection of the  environment  has increased  dramatically in recent years.
The  trend  of  more  expansive  and  stricter  environmental   legislation  and
regulations  applied  to the  oil  and  natural  gas  industry  could  continue,
resulting  in  increased  costs of doing  business  and  consequently  affecting
profitability.  To the extent laws are enacted or other  governmental  action is
taken  that  restricts  drilling  or imposes  more  stringent  and costly  waste
handling, disposal and cleanup requirements, our business and prospects could be
adversely affected.

We anticipate  that our interests will generate waste that may be subject to the
federal  Resource  Conservation  and Recovery Act ("RCRA") and comparable  state
statutes.  The U.S.  Environmental  Protection  Agency ("EPA") and various state
agencies have limited the approved methods of disposal for certain hazardous and
non-hazardous wastes. Furthermore, certain wastes generated by the Company's oil
and natural gas interests that are currently exempt from treatment as "hazardous
wastes" may in the future be designated as "hazardous  wastes," and therefore be
subject to more rigorous and costly operating and disposal requirements.

The Oil Pollution Act of 1990, ("OPA") contains numerous  requirements  relating
to the  prevention  of and  response  to oil  spills  into  waters of the United
States.  The OPA  subjects  owners of  facilities  to strict  joint and  several
liability  for all  containment  and  cleanup  costs and certain  other  damages
arising from a spill, including,  but not limited to, the costs of responding to
a release of oil to surface  waters.  The OPA also requires owners and operators
of offshore  facilities that could be the source of an oil spill into federal or
state waters, including wetlands, to post a bond, letter of credit or other form
of financial  assurance in amounts  ranging from $10 million in specified  state
waters to $35 million in federal outer  continental  shelf waters to cover costs
that could be incurred  by  governmental  authorities  in  responding  to an oil
spill. Such financial  assurances may be increased by as much as $150 million if
a formal risk assessment indicates that the increase is warranted. Noncompliance
with OPA may result in varying civil and criminal penalties and liabilities.

Our future operations may also be subject to the federal Clean Water Act ("CWA")
and analogous state laws.  Pursuant to the  requirements of the CWA, the EPA has
adopted  regulations  concerning  discharges of storm water runoff. This program
requires covered facilities to obtain individual permits, participate in a group
permit or seek coverage under an EPA general  permit.  If we own properties that
require permits for discharges of storm water runoff, we believe that we will be
able to obtain, or be included under, such permits,  where necessary.  Like OPA,
the CWA and  analogous  state laws  relating to the  control of water  pollution
provide  varying civil and criminal  penalties and  liabilities  for releases of
petroleum or its derivatives into surface waters or into the ground.


                                       7
<PAGE>


CERCLA,  also known as the  "Superfund"  law,  and  similar  state  laws  impose
liability,  without regard to fault or the legality of the original conduct,  on
certain  classes of  persons  that are  considered  to have  contributed  to the
release of a "hazardous  substance" into the environment.  These persons include
the owner or operator of the disposal  site or sites where the release  occurred
and  companies  that  disposed or  arranged  for the  disposal of the  hazardous
substances  found at the site.  Persons who are or were responsible for releases
of  hazardous  substances  under  CERCLA  may be  subject  to joint and  several
liability for the costs of cleaning up the hazardous  substances  that have been
released  into the  environment,  for damages to natural  resources  and for the
costs  of  certain  health  studies,  and it is  not  uncommon  for  neighboring
landowners  and other  third  parties  to file  claims for  personal  injury and
property damage allegedly caused by the hazardous  substances  released into the
environment.

We also  anticipate  that our  interests may be subject to a variety of federal,
state and local permitting and registration  requirements relating to protection
of the  environment.  We believe  that our  interests  will be able to  maintain
substantial   compliance  with  current   applicable   environmental   laws  and
regulations and that continued  compliance with existing  requirements  will not
have a material adverse effect on us.

Comparison  of Results of  Operations at December 31, 1999 and December 1, 1998.
Our available cash and equivalents increased from $2,246.00 at December 31, 1998
to  $170,457.00  at December  31, 1999  primarily as a result of the sale of the
Company's $.0001 common stock. Our accounts payable increased from $13,042.99 in
1998 to $17,137.00 in 1999 and the Company became indebted to a related party in
the amount of $5,408.00. The Company's net property and equipment increased from
$0 to $59,075.00 due primarily to the purchase of additional computer equipment.
Depreciation  expense  for the  years  ended  December  31,  1999 and 1998  were
$2,037.00 and $2,037.00, respectively.

General and  administration  costs  increased from $10,797.00 for the year ended
December  31,  1998 to  $1,365,901.00  for the year  ended  December  31,  1999.
Commission expenses increased from $0 to $99,500.00 during that same period. Our
cash flows  used in  operating  activities  were  $10,797.00  for the year ended
December 31, 1998 and  $1,432,230.00  for the year ended  December 31, 1999. The
increase in funds  expended was primarily the result of the Company  meeting its
financial commitments under various agreements and general administration costs.
Cash  provided  by  financing  activities  increased  from $0 for the year ended
December 31, 1998 to $1,359,500.00 for the year ended December 31, 1999.

Item 2. Description of Property.

Property held by the Company.  The  consolidated  financial  statements filed as
exhibits to this Annual Report on Form 10KSB include the accounts of the Company
and its  wholly-owned  subsidiary,  CardStakes.com,  Inc., a Nevada  corporation
(previously defined in this Annual Report as "CardStakes.com").  All significant
intercompany transactions have been eliminated. As of the dates specified in the
following table, we held the following property:





                                       8
<PAGE>


<TABLE>
<CAPTION>
====================================================================================================
                                Property               Dec. 31, 1999              Dec. 31,1998
                                --------
-------------------------------------------------------------------------------- -------------------

<S>                                                    <C>                        <C>
Cash and equivalents                                   $117,999.00                $2,246.00

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

Universal Resource Locator (net of amortization)       $817,181.00                    $0.00
---------------------------------------------------    ---------------            --------------

Property and Equipment (net of depreciation)            $59,075.00                    $0.00

-----------------------------------------------------------------------------------------------------
</TABLE>

The Company  defines cash  equivalents as all highly liquid  investments  with a
maturity of 3 months or less when purchased.

Item 3. Legal Proceedings

There are no legal  actions  pending  against the Company nor are any such legal
actions contemplated.

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

On or about January 31, 2000, we received  written approval from at least 51% of
the  Company's  shares  entitled to vote to change the name of the Company  from
Power Direct, Inc., to 2U Online.com, Inc.

PART II.

Item 5. Market 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  regarding  issuers that file  electronically
with the SEC. The address of that site is http://www.sec.gov.

The Company  participates  in the OTC Bulletin  Board,  an electronic  quotation
medium for  securities  traded  outside the Nasdaq Stock  Market.  The Company's
common stock trades on the OTC Bulletin  Board under the trading  symbol "TWOU".
This market is extremely  limited and the prices for the Company's  common stock
quoted by brokers is not  necessarily a reliable  indication of the value of the
Company's common stock.

The Company is authorized to issue  100,000,000  shares of common stock,  $.0001
par value,  each share of common  stock  having  equal  rights and  preferences,
including voting privileges.  The shares of $.0001 par value common stock of the
Company constitute equity interests in the Company entitling each shareholder to
a pro rata share of cash distributions made to shareholders,  including dividend
payments. The holders of the Company's common stock are entitled to one vote for
each share of record on all matters to be voted on by shareholders.  There is no
cumulative  voting with  respect to the  election of directors of the Company or
any other  matter,  with the  result  that the  holders  of more than 50% of the
shares voted for the election of those directors can elect all of the Directors.
The holders of the  Company's  common  stock are  entitled to receive  dividends
when, as and if


                                       9
<PAGE>


declared  by the  Company's  Board of  Directors  from funds  legally  available
therefor;  provided,  however, that 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 Company's common
stock are duly authorized, validly issued, fully paid and non-assessable.

Dividend  Policy.  We have never declared or paid a cash dividend on its capital
stock and we do not  expect to pay cash  dividends  on our  common  stock in the
foreseeable  future. We currently intend to retain earnings,  if any, for use in
our business.  Any dividends declared in the future will be at the discretion of
the Board of Directors  and subject to any  restrictions  that may be imposed by
our lenders.

Stock Options.  On or about April 23, 1999, we issued options to purchase shares
of the  Company's  $.0001  par  value  common  stock  for $0.25 per share in the
following  amounts:  (i) May Joan Liu in the  amount of  600,000  (we valued the
consulting  services provided by Ms. Liu at  US$37,500.00);  (ii) Richard Angelo
Holmes in the amount of 300,000 (we valued the consulting  services  provided by
Mr. Holmes at US$18,750.00);  (iii) Jack Sha in the amount of 300,000 (we valued
the services provided by Mr. Sha at US$18,750.00);  and (iv) Ferdinand  Marehard
in the amount of 50,000 (we valued the  services  provided  by Mr.  Marehard  at
US$3,125.00).  All of such  options were issued in reliance  upon the  exemption
from the  registration  and prospectus  delivery  requirements of the Act as set
forth in Regulation S promulgated  by the  Securities  and Exchange  Commission.
Specifically,  the  issuance was made to a "non-U.S.  person  outside the United
States of America" as that term is defined  under  applicable  federal and state
securities  laws.  All of such  options are  exercisable  on a 1:1 basis for the
$.0001 par value common stock of the Company.  The options are  exercisable at a
price of $0.25 per share and expire by their own terms  18-months from the grant
date.

Warrants.  As of December 31, 1999,  there were two million five hundred  twenty
thousand (2,520,000) warrants outstanding.  YENN Asset Management was the holder
of  1,000,000  of the  aforementioned  warrants.  J & S Overseas  Holdings  Ltd.
("J&S") was the holder of 610,000 of such warrants.  Holm  Investments  Ltd. was
the holder of 910,000 of such warrants.  The 1,000,000  YENN warrants  represent
the right to purchase  from the Company one share of its $.0001 par value common
stock at a price of $.30 per share and all of which expire by their own terms on
October 31, 2000.  The 610,000  outstanding  warrants  held by J&S represent the
right to  purchase  from the  Company  one share of its $.0001 par value  common
stock at a price of $0.25 per  share and all of which  expire by their own terms
on January 15, 2001. The 910,000 warrants held by Holm Investment Ltd. represent
the right to purchase  from the Company one share of its $.0001 par value common
stock at a price of $0.25 per share.

According to quotes provided by  Smallcapcenter.com,  the Company's common stock
has closed at:

        Quarter                       High                      Low

1998 Fourth Quarter                  $ .60                     $ .41
---------------------------  -----------------------  -------------------------
1999 First Quarter                   $ .75                     $ .23
---------------------------  -----------------------  -------------------------
1999 Second Quarter                  $1.09                     $ .27
---------------------------  -----------------------  -------------------------
1999 Third Quarter                   $ .54                     $ .37
---------------------------  -----------------------  -------------------------
1999 Fourth Quarter                  $ .39                     $ .23
---------------------------  -----------------------  -------------------------
December 31, 1999
to February 11, 2000                 $  .92                    $ .30
---------------------------  -----------------------  -------------------------


                                       10
<PAGE>


Such quotations reflect inter-dealer prices,  without retail mark-up,  mark-down
or commission and may not represent actual transactions.

Item 6. Plan of Operation

THIS ANNUAL  REPORT  SPECIFIES  FORWARD-LOOKING  STATEMENTS OF MANAGEMENT OF THE
COMPANY   ("FORWARD-LOOKING    STATEMENTS")   INCLUDING,   WITHOUT   LIMITATION,
FORWARD-LOOKING STATEMENTS REGARDING OUR EXPECTATIONS,  BELIEFS,  INTENTIONS AND
FUTURE STRATEGIES.  FORWARD-LOOKING  STATEMENTS ARE STATEMENTS THAT ESTIMATE THE
HAPPENING   OF  FUTURE   EVENTS   AND  ARE  NOT  BASED  ON   HISTORICAL   FACTS.
FORWARD-LOOKING  STATEMENTS  MAY BE  IDENTIFIED  BY THE  USE OF  FORWARD-LOOKING
TERMINOLOGY,  SUCH AS "COULD",  "MAY", "WILL",  "EXPECT",  "SHALL",  "ESTIMATE",
"ANTICIPATE",  "PROBABLE", "POSSIBLE", "SHOULD", "CONTINUE", "INTEND" OR SIMILAR
TERMS,   VARIATIONS  OF  THOSE  TERMS  OR  THE  NEGATIVE  OF  THOSE  TERMS.  THE
FORWARD-LOOKING  STATEMENTS  SPECIFIED IN THIS  PROSPECTUS HAVE BEEN COMPILED BY
MANAGEMENT OF THE COMPANY ON THE BASIS OF  ASSUMPTIONS  MADE BY  MANAGEMENT  AND
CONSIDERED BY  MANAGEMENT  TO BE  REASONABLE.  FUTURE  OPERATING  RESULTS OF THE
COMPANY, 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  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 THIS REPORT
ARE ACCURATE,  AND WE ASSUME NO  OBLIGATION  TO UPDATE ANY SUCH  FORWARD-LOOKING
STATEMENTS.

General. We have not yet realized any significant  revenue from operations,  nor
do we it expect to in the foreseeable  future.  Loss from  operations  increased
from $10,797.00 in 1998 to $1,432,230.00  in 1999 due to our renewed  activities
in  locating  and  evaluating  suitable  gas  and oil  leases,  our  pursuit  of
Internet-related  assets, and the general,  selling,  and administrative  costs.
From   inception  to  December  31,  1999,   we   experienced   a  net  loss  of
US$1,444,027.00  which  resulted  primarily as a result of selling,  general and
administrative expenses and commissions.

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 (i) payment of
increased  operating expenses and (ii) 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 to implement its business strategies. Our
inability to access


                                       11
<PAGE>


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.

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 its  assets  that  we  would  not  otherwise
relinquish.

We do not  anticipate any material  expenditures  within the next 12 months that
will affect its 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 its 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.

We anticipate that we will begin to realize a positive  revenue stream beginning
in or about the third  quarter  of 2000,  as a result of the  activities  of our
subsidiary,   CardStakes.com,   Inc.  Specifically,   as  a  holder  of  59%  of
CardStakes.com's  issued and outstanding stock, we believe that  CardStakes.com,
Inc.'s greeting  card/scratch  and win business,  having recently  completed its
beta testing, will generate a positive revenue stream for the Company.

Liquidity  and Capital  Resources.  During the year ended  December 31, 1999, we
received  approximately  $1,358,500.00  from  the sale of the  Company's  common
stock. At December 31, 1999, we had cash resources of $117,999.00.  The cash and
equivalents constitute our present internal sources of liquidity. Because we are
not generating any revenues from the sale or licensing of our products, our only
external source of liquidity is the sale of our capital stock.

Company's  Plan of Operation  For Next 12 Months.  We have decided that it is in
the best  interests of the Company and its  shareholders  to shift the Company's
focus from pursuing oil and gas interests to pursuing Internet-related projects.
Specifically,  within  the next 12 months we plan to  continue  to  enhance  and
improve  our  Internet-related  activities  as well as those of our  subsidiary,
CardStakes.com, Inc. We have not yet determined how we will maximize our oil and
gas interests.

Changes in Number of  Employees.  During the next 12  months,  depending  on the
success of our marketing plan, we may be required to hire additional  employees;
however,  we are not able to provide a reasonable estimate of the number of such
additional employees which may be required at this time.

Item 7.  Financial Statements

Copies of the financial  statements  specified in Regulation  228.310 (Item 310)
are filed with this Annual Report on Form 10-KSB.

Item  8.  Changes  In and  Disagreements  With  Accountants  on  Accounting  and
          Financial Disclosure

There have been no changes in or  disagreements  with the Company's  accountants
since the formation of the Company required to be disclosed pursuant to Item 304
of Regulation S-B.


                                       12
<PAGE>


PART III.

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
        with Section 16(a) of the Exchange Act.

The directors and principal  executive  officers of the Company are as specified
on the following table:

<TABLE>
<CAPTION>
===========================  ==================  ========================================
           Name                    Age                         Position
---------------------------  ------------------  ----------------------------------------
<S>                                 <C>          <C>
Jack Sha                            49           President and Director
---------------------------  ------------------  ----------------------------------------

Ferdinand Marehard                  71           Secretary, Treasurer and a Director
===========================  ==================  ========================================
</TABLE>

Jack  Sha is the  President  and a  Director  of the  Company.  Mr.  Sha was the
president of Tokyo Trading Ltd. from 1990 through 1994, during which time he was
involved in the decision  making  process for various  investment  opportunities
ranging from golf course  developments  to mining  properties.  In 1991, Mr. Sha
acquired,  on behalf of the Tokyo Trading Ltd., the rights to develop and market
a unique  essence  for skin care  products.  In 1994,  Mr. Sha  underwent  major
surgery and was inactive until 1998.

Ferdinand  Marehard is the  Secretary,  Treasurer and a Director of the Company.
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.

There is no family relationship  between any of the officers or directors of the
Company. 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 any officer or director of the Company 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  or of any  felony,  nor  are  any of the  officers  or  directors  of any
corporation or entity affiliated with the Company so enjoined.


                                       13
<PAGE>


Section 16(a) Beneficial  Ownership Reporting  Compliance.  The Company does not
presently  have  knowledge  as to whether all of its  officers,  directors,  and
principal  shareholders  have filed all  reports  required  to be filed by those
persons on, respectively,  Form 3 ( Initial Statement of Beneficial Ownership of
Securities),   Form  4  (Statement  of  Changes  of   Beneficial   Ownership  of
Securities), or Form 5 (Annual Statement of Beneficial Ownership of Securities).

Item 10. Executive Compensation.

Any compensation  received by officers,  directors,  and management personnel of
the Company  will be  determined  from time to time by the Board of Directors of
the Company.  Officers,  directors, and management personnel of the Company will
be reimbursed for any out-of-pocket  expenses incurred on behalf of the Company.
Compensation to the Company's officers is specified on the following chart:

As of December  31,  1999,  the Company  has paid Jack Sha  compensation  in the
following amounts.

               ======================= =========================
               Month                   Compensation
               ----------------------- -------------------------
               May                     $700.00
               ----------------------- -------------------------
               June                    $1,400.00
               ----------------------- -------------------------
               July                    $1,400.00
               ----------------------- -------------------------
               August                  $1,700.00
               ----------------------- -------------------------
               September               $1,000.00
               ----------------------- -------------------------
               October                 $1,000.00
               ----------------------- -------------------------
               November                $1,000.00
               ----------------------- -------------------------
               December                $1,200.00
               ======================= =========================

The Company anticipates compensating Jack Sha for accrued salary when and if the
funds are available.

Shares  Issued  as  Compensation  for  Services.  In 1999,  the  Company  issued
3,970,000  shares of its  $.0001  par value  common  stock as  compensation  for
consulting and other services, as follows:

     (i) Consultants  were issued  2,750,000  shares of the Company's $.0001 par
value  common stock as  compensation  for their  services to the Company.  Those
shares were valued at what the Company believes was the fair market value at the
time of issuance, which was $0.20 per share.

     (ii) The Company's transfer agent was issued 20,000 shares of the Company's
$.0001 par value common stock as additional  compensation  for their services to
the Company.  Those shares were valued at what the Company believes was the fair
market value at the time of issuance, which was $0.25 per share.

     (iii) The Company  issued an  additional  800,000  shares of the  Company's
$.0001 par value common stock as additional  compensation  for their services to
the Company.  Those shares were valued at what the Company believes was the fair
market value at the time of issuance.

     (iv) The Company issued an additional  400,000  shares to E-Vista  Commerce
Ltd.  for  services  rendered.  Those  shares  were  valued at what the  Company
believes was the fair market value at the time of issuance.

     (v) Jack Sha, an officer,  director and  shareholder  of the  Company,  was
issued 300,000 options to purchase the Company's  $.0001 par value common stock.
The Company valued the services provided by Mr. Sha at


                                       14
<PAGE>


US$18,750.00.  All of such options are exercisable on a 1:1 basis for the $.0001
par value common stock of the Company. The options are exercisable at a price of
$0.25 per share and expire by their own terms 18-months from the grant date.

     (vi)  Ferdinand  Marehard,  an officer,  director  and  shareholder  of the
Company,  was issued 50,000  options to purchase the Company's  $.0001 par value
common  stock.  The Company  valued the  services  provided  by Mr.  Marehard at
US$3,125.00.  All of such options are  exercisable on a 1:1 basis for the $.0001
par value common stock of the Company. The options are exercisable at a price of
$0.25 per share and expire by their own terms 18-months from the grant date.

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

The following  table sets forth  certain  information  regarding the  beneficial
ownership of the  Company's  common  stock as of December 31, 1999,  by (i) each
person or entity known by the Company to be the beneficial owner of more than 5%
of the outstanding shares of common stock, (ii) each of the Company's  directors
and named executive officers,  and (iii) all directors and executive officers of
the Company as a group.  The number of shares  outstanding  of the issuer's only
class of Common Stock, $.0001 par value, was 22,727,500 on December 31, 1999.

(a) Security  Ownership of Certain  Beneficial  Owners.  Other than officers and
directors,  the following  chart  represents  those  persons who are  beneficial
owners of 5% or more of the Company's issued and outstanding common stock:

<TABLE>
<CAPTION>
Title of Class                 Name of Beneficial Owner                 Amount and Nature of         Percent of Class
--------------                 -----------------------                  Beneficial Owner             ----------------
                                                                        --------------------

<S>                            <C>                                      <C>                          <C>
Common Stock                   YENN Asset Management(1)                 1,100,000(2)                 5.4%
Warrants to Purchase           Buckingham Square, The
Common Stock                   Penthouse
                               Seven Mile Beach, West Bay Road
                               Grand Cayman, Cayman Islands

Common Stock                   J&S Overseas Holding Ltd.(3)                                          8.9%
Warrants to Purchase           Buckingham Square, The                   1,800,000(4)
Common Stock                   Penthouse
                               Seven Mile Beach, West Bay Road
                               Grand Cayman, Cayman Islands

Common Stock                   Holm Investment Ltd. (6)                 1,900,000(5)                 9.4%
 Warrants to Purchase          534 Beachview Drive
 Common Stock                  Vancouver, British Columbia
                               Canada V7G 1P9

Common Stock                   Mae Joan Liu                             1,500,000(7)                 7.4%
Options to Purchase            1066 Groveland Road
Common Stock                   West Vancouver, British Columbia
                               V7S 1Z4
</TABLE>


                                       15
<PAGE>

<TABLE>

<S>                            <C>                                      <C>                          <C>
Common Stock                   Rising Phoenix Development               3,800,000(8)                 18.8%
                               Group, Ltd.

Common Stock                   Compte De Sierge                                                      29.7%
</TABLE>


(1)  The beneficial owner of YENN Asset  Management is Regina Strakova,  Krezdub
     317, 696 64, Czech Republic.

(2)  Includes  100,000 shares of the Company's $.0001 par value common stock and
     1,000,000  unexercised  warrants to purchase the Company's $.0001 par value
     common stock at $.30 per share.

(3)  The beneficial  owner of J&S Overseas  Holding Ltd. is Fred Tham,  1301 Pik
     Hoi House, Choi Hung Estate, Kowloon, Hong Kong.

(4)  Includes  1,570,000  shares of the Company's  $.0001 par value common stock
     owned by J & S and 230,000  unexercised  warrants to purchase the Company's
     $.0001 par value common stock at $.25 per share.

(5)  Includes  537,575  unexercised  warrants to purchase the  Company's  $.0001
     common stock at $.25 per share,  1,062,425  shares of the Company's  $.0001
     par value common stock and 300,000 options to purchase the Company's $.0001
     par value common stock held by Richard Angelo Holmes,  beneficial  owner of
     Holm Investments Ltd.

(6)  The beneficial owner of Holm Investment Ltd. is Richard Angelo Holmes.

(7)  Includes  1,150,000  shares of the Company's  $.0001 par value common stock
     and  350,000  options to purchase  the  Company's  $.0001 par value  common
     stock.

(8)  Stock to be issued pursuant to the Company's agreement with Rising Phoenix.

(b) Security  Ownership of  Management.  The directors  and principal  executive
officers of the Company directly or beneficially own, in the aggregate,  950,000
shares of the Company's common stock, or  approximately  4.7 % of the issued and
outstanding  common shares, as set forth on the following table (percentages are
rounded off to the nearest one-tenth of one percent):

<TABLE>
<CAPTION>
Title of Class                 Name of Beneficial Owner                     Amount and Nature of                 Percent of Class
--------------                 ------------------------                     Beneficial Owner                     ----------------
                                                                            --------------------

<S>                            <C>                                          <C>                                  <C>
Common Shares                  Jack Sha                                     300,000 shares                       3.0%
                               5550 Cambie Street, Suite 306                300,000 options
                               Vancouver, British Columbia
                               V5Z 3A2                                      President and Director

Common Shares                  Ferdinand Marehard                           300,000 shares                       1.7%
                               1270 Robson Street, Suite 406                50,000 options
                               Vancouver, British Columbia                  Secretary/Treasurer
                               V6E 3Z6                                      and Director
</TABLE>

Beneficial Ownership.  Beneficial ownership is determined in accordance with the
rules of the Commission and generally  includes voting or investment  power with
respect to  securities.  In  accordance  with  Commission  rules,  shares of the
Company's  common stock which may be acquired  upon exercise of stock options or
warrants which are currently  exercisable or which become  exercisable within 60
days of the date of the table are deemed  beneficially  owned by the  optionees.
Subject to community  property laws, where  applicable,  the persons or entities
named in the table above have sole voting and  investment  power with respect to
all shares of the


                                       16
<PAGE>


Company's common stock indicated as beneficially owned by them.

Changes in  Control.  We are 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.  Agreement to Purchase  Rising Phoenix  Development
Group Ltd.'s Corporate Assets was not the result of arms-length negotiations. As
specified  above,  on January 15, 1999, the Company 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 the
Company's  common  stock and  seventy-five  thousand  dollars  (US$75,000).  The
president  of  Rising  Phoenix,  Robert  Klein,  was on the  Company's  Board of
Directors from February 1, 1999 through early in March,  1999, at which time Mr.
Klein resigned from the Company's Board of Directors. It is anticipated that Mr.
Klein will not rejoin the Company's Board of Directors.

As of December  31, 1999,  we had advanced a total of $80,495 to our  subsidiary
CardStakes.com  to pay for operating  expenses.  The Company and  CardStakes.com
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 the Company bears no interest.

Anti-Dilution  Provision.  In anticipation of the issuance of shares pursuant to
the license agreement entered into between the Company and CardStakes.com  (more
particularly  described in Item 1 of this  Amendment No. 3 to the Company's Form
10-SB),  on or about March 9, 1999,  the  Company's  subsidiary,  CardStakes.com
amended its  Articles of  Incorporation  to include an  Anti-Dilution  Provision
("Provision")  providing for the  continuous and  nondilutable  51% ownership of
CardStakes.com by the Company. In or around September,  1999, CardStakes.com and
the Company  agreed that the  Provision  would be removed from  CardStakes.com's
Articles of  Incorporation.  As consideration  for the removal of the Provision,
CardStakes.com  agreed to issue the Company  2,000,000  shares of its $.0001 par
value common stock. On or about September 10, 1999,  CardStakes.com's  President
and Secretary executed a Certificate of Amendment to  CardStakes.com's  Articles
of Incorporation removing the Provision.

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

Item 13.  Exhibits and Reports on Form 8-K

         (a) Exhibits

Exhibit No.

3.1  Certificate of Incorporation
      (Charter Document)*


                                       17
<PAGE>


3.2  Amendment to Certificate of Incorporation
     (Charter Document)*

3.3  Amendment to Certificate of Incorporation
     (Charter Document)*

3.4  Bylaws*

4.   Instruments Defining the Rights of Holders (Not Applicable)

9.   Voting Trust Agreement (Not Applicable)

10.1 Letter of Agreement Between I.T.A. Enterprises, Inc., and the Company
     (material contract)*

10.2 Letter of Agreement Between Rising Phoenix Development Group Ltd. and the
     Company (material contract)*

10.3 Agreement to Sell URL Between Holm Investments and the Company
     (material contract)*

10.4 Sub-Licensing Agreement Between the Company and CardStakes.com, Inc.
     (material contract)*

10.5 Asset Purchase and Sale Agreement Between the Company and Rising Phoenix
     Development Ltd.
     (material contract)*

10.6 Agreement to Sell URL Between May Joan Liu and the Company
     (material contract)*

10.7 Agreement to Sell URL Between CardTek (International) Holdings Ltd. and the
     Company (material contract)*

10.8 Agreement to Sell URL Between R. Angelo Holmes and the Company
     (material contract)*

10.6 Agreement to Sell URL Between Cybermall Consulting Services Ltd. and the
     Company (material contract)*

11.  Statement Re: Computation of Per Share Earnings(Loss)**

16.  Letter on change in certifying accountant (Not Applicable)

18.  Letter on Change in Accounting Principles (Not Applicable)

21.  Subsidiaries of the Registrant**


                                       18
<PAGE>


22.  Published Report Regarding Matters Submitted to Vote (Not Applicable)

23.1 Consent of Auditors

23.2 Consent of Counsel

24.  Power of Attorney (Not Applicable)

27.  Financial Data Schedule

99.  Additional Exhibits (Not Applicable)

*Previously  filed as Exhibits to  Registration  Statement on Form 10-SB and all
amendments thereto filed with the Commission.

**Included in consolidated financial statements filed herewith.

     (b) Reports on Form 8-K

     The Company filed a report on Form 8-K with the  Commission  announcing the
change of its name from Power Direct,  Inc.,  to 2U  Online.com,  Inc.,  and the
related change in its symbol from "PWDR" to "TWOU".


                                       19
<PAGE>


                                   SIGNATURES

In accordance  with Section 13 or 15(d) of the Exchange Act, the  Registrant has
caused this report to be signed on its behalf by the  undersigned in the City of
Vancouver, British Columbia, Canada, on April 6, 2000.

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

                                                 By: /s/ Jack Sha
                                                     ------------------
                                                         Jack Sha
                                                 Its:    President

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.

2U ONLINE.COM, INC.


/s/ Jack Sha                              April 6, 2000
---------------------------------         -------------
Director


/s/ Ferdinand Marehand                    April 6, 2000
---------------------------------         -------------
Director


                                       20

<PAGE>



James E. Slayton, CPA
--------------------------------------------------------------------------------
2858 WEST MARKET STREET
SUITE C
FAIRLAWN, OHIO 44333
1-330-864-3553

To Whom It May Concern:

     The firm of James E. Slayton, Certified Public Accountant consents to the
inclusion of my report of November 19, 1999, on the Consolidated Financial
Statements of Power Direct, Inc. from the inception date of September 13, 1993
through December 31, 1999, in any filings that are necessary now or in the near
future to be filed with the U.S. Securities and Exchange Commission.

Professionally,


/s/ James E. Slayton

James E. Slayton, CPA
Ohio License ID# 04-1-15582



<PAGE>


James E. Slayton, CPA
--------------------------------------------------------------------------------
2858 WEST MARKET STREET
SUITE C
FAIRLAWN, OHIO 44333

                          INDEPENDENT AUDITOR'S REPORT

Board of Directors                                             March 16, 2000
Power Direct, Inc. (the Company)


     I have audited the Consolidated Balance Sheet of Power Direct, Inc. (A
Development Stage Company), as of December 31, 1999, December 31, 1998 and
December 31, 1997 and the related Consolidated Statements of Operations,
Stockholders' Equity and Cash Flows for the period January 1, 1999 to December
31, 1999 and the two years ended December 31, 1998, December 31, 1997 and the
period of September 13, 1993 (Date of Inception) to December 31, 1999. These
financial statements are the responsibility of the Company's management. My
responsibility is to express an opinion on these financial statements based on
my audit.

     I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to obtain
reasonable assurance about 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 statement presentation. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. I believe that my audit provides a reasonable basis for my
opinion.

     In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Power Direct, Inc., (A
Development Stage Company), at December 31, 1999, December 31, 1998 and December
31, 1997, and the results of its operations and cash flows for the period
January 1, 1999 to December 31, 1999 and the two years ended December 31, 1998,
December 31, 1997, and the period September 13, 1993 (Date of Inception) to
December 31, 1999 in conformity with generally accepted accounting principles.

     The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note 3 to the
financial statements, The Company has had limited operations and has not
established a long term source of revenue. This raises substantial doubt about
its ability to continue as a going concern. Management's plan in regard to these
matters are also described in Note 3. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

/s/ James E. Slayton

James E. Slayton, CPA
Ohio License ID# 04-1-15582


<PAGE>


                               Power Direct, Inc.
                         (A Development Stage Company)

                           CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>

                                                                           December               December           December
                                                                           31, 1999               31, 1998           31, 1997
<S>                                                                      <C>                      <C>                  <C>
ASSETS

Current Asset
Cash in Bank                                                               117,999.00             2,246.00             0.00
Receivables                                                                 45,458.00                 0.00             0.00
Other Current Assets                                                         7,000.00
                                                                         --------------------------------------------------
Total Current Assets                                                       170,457.00             2,246.00             0.00


OTHER ASSETS
Property and Equipment (net of depreciation)                                59,075.00
Other Assets                                                                 1,123.00                 0.00             0.00
Universal Resource Locator (note of amortization)                          817,181.00
Licensing agreement                                                      3,102,882.00
Investment in Vertizonial                                                   20,393.00
Investment in Rising Phoenix                                                75,000.00
Investment in Liberty Oil and Gas                                           44,400.00

                                                                         --------------------------------------------------
Total Other Assets                                                       4,120,034.00                 0.00             0.00

TOTAL ASSETS                                                             4,290,491.00             2,246.00             0.00
                                                                         ==================================================
</TABLE>


                 See accompanying notes to financial statements
                                      -2-

<PAGE>


                               Power Direct, Inc.
                         (A Development Stage Company)

                           CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
                                                                                   December          December         December
                                                                                   31, 1999          31, 1998         31, 1997
<S>                                                                             <C>                   <C>                  <C>
   LIABILITIES & EQUITY
Current Liabilities
Accounts Payable                                                                   17,137.00         13,042.99
Note Payable-Related Party                                                          6,408.00
                                                                                -----------------------------------------------
Total Liabilities                                                                  23,545.00         13,042.99             0.00


Minority Interest in Subsidiary ($26,971 at time
of acquisition less income attributable to
minority Interest $63,248.00)                                                     (36,277.00)


   EQUITY                                                                                                             38,291.00
Common Stock, $.0001 par value, authorized
100,000,000 common shares; issued and
outstanding at 12/31/97, 6,000,000 common
shares; Issued and outstanding at 12/31/98,
6,000,000 common shares; issued and
outstanding at 12/31/99, 22,727,500                                                 2,573.00            600.00           100.00
Additional paid in capital                                                      5,744,677.00            400.00           900.00
Retained Earnings (Deficit)                                                    (1,444,027.00)       (11,796.99)       (1,000.00)


Total Stockholders' Equity                                                      4,303,223.00        (10,796.99)            0.00
                                                                                -----------------------------------------------
   TOTAL LIABILITIES & OWNER'S EQUITY                                           4,290,491.00          2,246.00             0.00
                                                                                ===============================================
</TABLE>


                 See accompanying notes to financial statements
                                      -3-

<PAGE>


                               Power Direct, Inc.
                         (A Development Stage Company)

                      CONSOLIDATED STATEMENT OF OPERATIONS
                               FOR PERIODS ENDING


<TABLE>
<CAPTION>
                                                      Date of
                                                      Inception
                                                       to
                                                      December               December             December           December
                                                      31, 1999               31, 1999             31, 1998           31, 1997
   REVENUE
<S>                                                   <C>                  <C>                   <C>                 <C>
Services                                                       0.00                0.00                0.00               0.00

   COSTS AND
EXPENSES
General and Administrative                             1,365,901.00        1,364,104.00           10,797.00               0.00
Commissions                                               99,500.00           99,500.00
Depreciation Expenses                                      2,037.00            2,037.00
Amortization Expense                                      43,008.00           43,008.00

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

         Total Costs and Expenses                      1,510,446.00        1,498,649.00           10,797.00               0.00
                                                      ------------------------------------------------------------------------

Other Income (Expenses):
 Interest Income                                           3,170.00            3,170.00                0.00               0.00
                                                      ------------------------------------------------------------------------
         Total Other Income (Expense)                      3,170.00            3,170.00                0.00               0.00

Net Income or (Loss) before Minority Interest         (1,507,276.00)      (1,495,479.00)         (10,797.00)              0.00
                                                      ------------------------------------------------------------------------
Less: Income or (Loss) attributed to Minority            (63,249.00)         (63,249.00)               0.00               0.00
Interest .41 $154,265.00
                                                      ------------------------------------------------------------------------
Net Income or (Loss)                                  (1,444,027.00)      (1,432,230.00)         (10,797.00)

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

Weighted average number of common shares
outstanding                                              15,568,611          15,568,611           6,000,000          2,000,000

Net Loss Per Share                                           (0.09)               (0.09)               0.00                  0
</TABLE>


                 See accompanying notes to financial statements
                                      -4-

<PAGE>


                               Power Direct, Inc.
                         (A Development Stage Company)

                  STATEMNT OF CHANGES IN STOCKHOLDERS' EQUITY
                               FOR PERIOD ENDING
           December 31, 1997, December 31, 1998 and December 31, 1999

<TABLE>
<CAPTION>

                                                                                                      Deficit
                                                                                                      accumulated
                                                                                   Additional         during              Total
                                                             Common Stock           paid-in           development     Stockholder's
                                                     Shares               Amount    capital           stage               Equity
                                                ------------------------------------------------------------------------------------
<S>                                             <C>                       <C>       <C>             <C>               <C>
Balance December 31, 1995                           6,000,000             600.00        400.00          (1,000.00)            0.00

Balance December 31, 1996                           5,000,000             600.00        400.00          (1,000.00)            0.00

Balance December 31, 1997                        6,000,000.00             600.00        400.00          (1,000.00)            0.00

Net loss year ended December 31, 1998                                                                  (10,797.00)      (10,797.00)
                                                ------------------------------------------------------------------------------------
Balance December 31, 1998                           6,000,000      $      600.00 $      400.00      ($  11,797.00)      (10,797.00)
                                                ------------------------------------------------------------------------------------

January 6, 1999 Issued for services                   800,000              80.00      7,920.00                            8,000.00


January 8, 1999 Issued for cash                       800,000              60.00      5,940.00                            6,000.00

January 28, 1999
Issued for consulting services                        600,000              60.00    119,940.00                          120,000.00


February 26, 1999                                     500,000              50.00     99,950.00                          100,000.00

April 14, 1999 Issued for cash                      7,127,500             712.75    999,287.25                        1,000,000.00

April 28, 1999 Issued for services                    400,000              40.00     55,960.00                           56,000.00

On or about June 15, 1999

Issued for interest in
Cardstakes.com                                      3,000,000             300.00  1,499,700.00                        1,500,000.00

June 15, 1999
Issued for services rendered                           20,000               2.00      4,998.00                            5,000.00

June 30, 1999
Issued for services rendered                          250,000              25.00     49,975.00                           50,000.00

July 20, 1999
Issued for cash                                       800,000              80.00    239,920.00                          240,000.00

</TABLE>


                 See accompanying notes to financial statements
                                      -5-

<PAGE>


                               Power Direct, Inc.
                         (A Development Stage Company)

                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                               FOR PERIOD ENDING
           December 31, 1997, December 31, 1998 and December 31, 1999

<TABLE>
<CAPTION>
<S>                                      <C>           <C>               <C>                <C>                 <C>
September 15, 1999
issued for cash                            100,000              10.00         29,990.00                              30,000.00


September 15, 1999 granted options
for 1,250,000 shares of .0001 par
common stock                                                                 388,750.00                             388,750.00


October 14, 1999 received cash
when warrants exercised                     40,000               4.00          9,996.00                              10,000.00

November 15, 1999 received cash
when warrants exercised                    200,000              20.00         49,980.00                              50,000.00

November 9, 1999 exchanged for
licensing agreement                      3,000,000             300.00      1,499,700.00                           1,500,000.00

November 19, 1999 exchanged for
URL                                        650,000              65.00        194,936.00                             195,000.00

November 24, 1999 exchanged for
URL                                        800,000              80.00        239,920.00                             240,000.00

November 25, 1999 exchanged for
URL                                        500,000              50.00        149,950.00                             160,000.00

November 25, 1999 exchanged for
URL                                        250,000              25.00         74,975.00                              75,000.00

November 29, 1999 warrants
exercised                                   40,000               4.00          9,996.00                              10,000.00

December 6, 1999 warrants
exercised                                   50,000               5.00         12,486.00                              12,500.00

Net loss January 1, 1999 to
December 31, 1999
Balance December 31, 1999                                                                    (1,432,230.00)      (1,432,230.00)
                                         -------------------------------------------------------------------------------------
                                         5,630,000     $       563.00    $ 2,660,687.00     ($1,432,230.00)     $ 1,229,020.00
                                         =====================================================================================
</TABLE>


                      See accompanying notes to financial
                                       -6-

<PAGE>


                               Power Direct, Inc.
                         (A Development Stage Company)

                       STATEMENT OF CASH FLOWS FOR PERIOD

<TABLE>
<CAPTION>


                                                         Date of            January 1,
                                                         inception          1999
                                                         to                 to
                                                         December           December              December                December
                                                         31, 1999           31, 1999              31, 1998                31, 1997
<S>                                                     <C>                 <C>                    <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES

Net (loss) from operations                              (1,444,027.00)      (1,432,230.00)         (10,797.00)            0.00

Adjustments to reconcile net income to net cash
provided

Depreciation Expense                                         2,037.00            2,037.00

Amortization of Intangible Assets                           43,008.00           43,008.00

Amortization of Intangible Assets (Minority
Interest)                                                   41,667.00           41,667.00

Service rendered in exchange for stock                     439,000.00          439,000.00

Compensation expense for options                           388,750.00          388,750.00

Increase in current assets                                 (52,458.00)         (52,458.00)

Increase(Decrease) in cuuent
liabilities                                                 23,545.00           10,502.00           13,043.00
                                                        --------------------------------------------------------------------------
Net Cash provided by Operating Activities                 (558,478.00)        (559,724.00)           2,246.00             0.00


CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of Long Term Investments                       (766,655.00)        (766,865.00)
  Purchase of property and equipment                       (61,112.00)         (61,112.00)

  Settlement of Lansource dispute                          144,954.00          144,954.00
                                                        --------------------------------------------------------------------------
        Net cash provided by investing
        activities                                        (683,023.00)        (683,023.00)                                0.00


CASH FLOWS FORM FINANCING ACTIVITIES
Issuance of Capital Stock                                1,359,500.00        1,358,500.00


    Net cash provided by financing
    activities                                           1,359,500.00        1,358,500.00                0.00             0.00

    Net increase (decrease) in cash                        117,999.00          115,753.00            2,246.00             0.00
    Cash and cash equivalents, beginning
    of  period                                                   0.00            2,246.00                0.00             0.00
    Cash and cash equivalents, end of
    year                                                   117,999.00          117,999.00            2,246.00             0.00
</TABLE>


                 See accompanying notes to financial statements
                                      -7-

<PAGE>





                               Power Direct, Inc.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY

     The Company was organized September 13, 1993, under the laws of the State
of Delaware, as Power Direct, Inc. The Company currently has no operations and
in accordance with SFAS #7, the Company is considered a development stage
company.

     On September 30, 1993, the company issued 10,000 Shares of its .01 par
value common stock for cash of $1,000.00.

     On July 30, 1998, the State of Delaware approved the Company's restated
Articles of Incorporation, which increased its capitalization from 10,000 common
shares to 25,000,000 common shares. The par value was changed from $.01 par
value to $0.0001.

     On July 30, 1998, the Company forward split its common stock 200:1, thus
increasing the number of outstanding common stock shares from 10,000 to
2,000,000 shares.

     On October 21, 1998, the Company forward split its common stock 3:1, thus
increasing the number of outstanding common stock shares from 2,000,000 to
6,000,000 shares.

     On December 16, 1998, the Company increased its capitalization from
25,000,000 common shares to 100,000,000 common shares. The par value remained at
$0.0001.

     The Statement of Stockholder's equity reflects changes in par value and
common stock splits retroactively.

     On January 6, 1999, the Company issued 600,000 shares of its $0.0001 par
value common stock for $6,000.00 in cash.

     On January 16, 1999, the Company issued 800,000 shares of its $0.0001 par
value common stock for $8,000.00 in services rendered.

     On January 28, 1999, the Company issued 600,000 shares of its $0.0001 par
value common stock for services rendered in the amount of $120,000.00

     On February 26, 1999, the Company issued 500,000 shares of its $0.0001 par
value common stock for service rendered in the amount of $100,000.00.

     On April 14, 1999, the Company completed a Regulation D, Rule 504 offering,
issuing 7,127,500 shares of its $0.0001 par value common stock for $1,000,000.00
in cash. These shares were issued at varying prices which reflected market
prices at time of subscription.

     On April 28, 1999, the Company issued 400,000 shares of its $0.0001 par
value common stock for services rendered in the amount of $56,000.00


                                      -8-
<PAGE>


                               Power Direct, Inc.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY - continued

     On or about April 28, 1999, the Company issued 3,00,000 shares of its
$0.0001 par value common stock in exchange for a licensing agreement with Compte
De Sierge Accomodative Corp. The shares exchanged were valued at $.50 per share,
the market price at the time the agreement was reached. On November 9, 1999,
3,000,000 shares of the Company's $0.0001 par value common stock was issued to
finalize the agreement.

     On June 15, 1999, the Company issued 20,000 shares of its $0.0001 par value
common stock for services rendered in the amount of $5,000.00.

     On June 30, 1999, the Company issued 250,000 shares of its $0.0001 par
value common stock for services rendered in the amount of $50,000.00

     On July 20, 1999, the Company issued 800,000 shares of its $0.0001 par
value common stock for cash in the amount of $240,000 and redeemed 800,000
warrants.

     On September 15, 1999, the Company issued 100,000 shares of its $0.0001 par
value common stock for cash in the amount of $30,000 and redeemed 100,000
warrants.

     On October 14, 1999, the Company issued 40,000 shares of common stock for
$10,000.00 in cash when 40,000 warrants were issued.

     On November 15, 1999, the Company issued 200,000 shares of common stock for
$50,000.00 in cash when 200,000 warrants were issued.

     On November 19, 1999, the Company exchanged 650,000 shares of common stock
for URL's valued at $195,000.

     On November 24, 1999, the Company exchanged 800,000 shares of common stock
for URL's valued at $240,000.

     On November 25, 1999, the Company exchanged 500,000 shares of common stock
for URL's valued at $150,000.

     On November 25, 1999, the Company exchanged 250,000 shares of common stock
for URL's valued at $75,000.

     On November 29, 1999, the Company issued 40,000 shares of common stock for
$10,000.00 in cash when 40,000 warrants were issued.

     On December 6, 1999, the Company issued 50,000 shares of common stock for
$12,500.00 in cash when 50,00 warrants were issued.


                                      -9-
<PAGE>


                               Power Direct, Inc.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES

     Accounting policies and procedures have not been determined except as
follows:

     1. The Company used the accrual method of accounting.

     2. Basic earnings per share is computed using the weighted average number
of shares of common stock outstanding. Diluted earnings per share were not
included as the inclusion of warrants is anti-dilutive.

     3. The Company has adopted December 31 as its fiscal year end.

     4. The Company has not yet adopted any policy regarding payment of
dividends. No dividends have been paid since inception.

     5. The Company has not yet adopted all accounting pronouncements issued.
The effect on the financial statements is deemed insignificant and immaterial
and there were no adjustments made to the financial statements.

     6. Organization costs were expensed when incurred.

     7. The Company records its inventory at cost.

     8. The preparation of financial statements in conformity with generally
accepted accounting principles requires that management make estimates and
assumptions which affect the reported amounts of assets and liabilities as at
the date of the financial statements and revenues and expenses for the period
reported. Actual results may differ from these estimates.

     9. The Company's Statement of Cash Flows is reported utilizing cash
(currency on hand and demand deposits) and cash equivalents (short-term, highly
liquid investments). The Company's Statement of Cash Flows is reported utilizing
the indirect method of reporting cash flows. The Company had several noncash
investing and financing activities. See schedule below.

Schedule of non cash investing and financing activities.

Investing Activities
  Purchase of licensing agreement                     3,000,000.00


Financing Activities
Issued common stock for services rendered               339,000.00
Issued common stock for Universal Resource
Locators                                                660,000.00



                                      -10-
<PAGE>


                               Power Direct, Inc.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS

     10. The cost of plant and equipment is depreciated over the estimated
useful life of the equipment utilizing the straight line method of depreciation.
The amount of depreciation recorded during this period was $2,037.00

     11. Power Direct, Inc. purchased a majority interest in Cardstakes.com. The
Company has accounted for the business combination as a pooling of interest and
consolidation. All intercompany eliminations have been made. This interest was
recorded at fair value based on the market price of the Company's stock given
up. The interest is not available for sale.

     12. The Company has incurred Universal Resources Locator's costs as part
of web site development. The costs of the web site are amortized over 60 months.
Amortization in the amount of $43,008.00 was recorded in 1999. Universal
Resources Locators were recorded at the fair market value of the Universal
Resources Locator's (URL's). Each reporting period the Company will evaluate
whether event or changes have occured which would call for a review for
impairment of value.

     13. The Company experienced losses since its inception September 13, 1993
(Date of inception) to December 31, 1999. The Company will review its need for
a provision for federal income tax after each operating quarter and each period
for which a statement of operations is issued. There has not been any deferred
tax benefits recorded as management has deemed it less than likely that the net
operating losses will be utilized. The net operating loss carry forwards will
begin to expire in 2008.

     14. The Company has purchased interests in Vertizonal, Rising Phoenix and
LANSource. Vertizonal and Rising Phoenix investments have been recorded
utilizing the equity method of accounting. The Company has settled a dispute
with LANSource and the monies which it paid to LANSource have been returned to
the Company. The above interests were not purchased with the intent to trade or
make available for trade and were recorded at fair value.

NOTE 3 - GOING CONCERN

     The Company's financial statements are prepared using the generally
accepted accounting principles applicable to a going concern, which contemplates
the realization of assets and liquidation of liabilities in the normal course of
business. However, the Company has no current source of revenue. Without
realization of additional capital or revenues, it would be unlikely for the
Company to continue as a going concern. It is management's plan to seek
additional capital through loans or private placements.


                                      -11-
<PAGE>


                               Power Direct, Inc.
                         (A Development Stage Company)
                         NOTES TO FINANCIAL STATEMENTS

NOTE 4 - RELATED PARTY TRANSACTION

     The Company does not own any real or personal property. Office services are
provided without charge by a director. Such costs are immaterial to the
financial statements and, accordingly, have not been reflected therein. The
officers and directors of the Company are involved in other business activities
and may, in the future, become involved in other business opportunities. If a
specific business opportunity becomes available, such persons may face a
conflict in selecting between the Company and their other business interests.
The Company has not formulated a policy for the resolution of such conflicts.

NOTE 5 - WARRANTS AND OPTIONS

     On July 15, 1999, the Company issued warrants to J & S Overseas Holding as
part of the purchase agreement for URL. At December 31, 1999, there were 760,000
of these warrants outstanding. The warrants may be exercised one warrant for one
share of the Company's common stock and $0.25 cents per share.

     On April 30, 1999, the Company issued warrants to Yenn Assets as part of a
Regulation S offering. At December 31, 1999, there were 810,000 of these
warrants outstanding. The warrants may be exercised one warrant for one share of
the Company's common stock and $0.30 cents per share.

     The warrants have not been assigned a value, as the monetary value of these
warrants is not readily determined since the warrants are not trading.

     The Company has options agreements with the following individuals.

               May Joan Liu                  600,000
               R. Angelo Holmes              300,000
               Jack Sha                      300,000
               Ferdinand Marchard             50,000

     The options may be exercised on a one option for one share of the Company's
common stock and $0.25 cents per share. The options are good for a period of 18
months from grant date.

     The Company following the guidelines of the fair value method and recorded
a compensation expense $388,750.00 based on the difference between option price
and market price on the grant.

     The Company has a short term note form a related party which does not have
a due date and in non interest bearing.

NOTE 6 - LONG TERM COMMITMENTS

     The Company does not have any long term rental agreements nor does it have
any long term debt obligations.


                                      -12-