FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(Mark One)

~~[X]~~ x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March~~September 3130, 2010

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

Commission File Number: 333-39208

COL China Online International Inc.

(Exact name of registrant as specified in its charter)

Delaware		52-2224845
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

3176 South Peoria Court, Suite 100

Aurora, Colorado, 80014

(Address of principal executive offices) (Zip Code)

(303) 695-8530

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ~~[X]~~ x No ~~[ ]~~ o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ~~[ ]~~ o No ~~[ ]~~ x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one):

Large accelerated filer [o ] Accelerated filer [o ] Non-accelerated filer [o ] Smaller reporting company ~~[X]~~x (Do not check if a smaller reporting company)

Indicate by check whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ~~[X]~~ x No ~~[ ]~~ o

As of ~~May~~ 1September 30, 2010, the registrant had outstanding 50,155,000 shares of its common stock, par value $0.001.

Page 1

TABLE OF CONTENTS

		PAGE
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
	Condensed Consolidated Balance Sheets as of March 31, 2010 (Unaudited) and June 30, 2009	3
	Condensed Consolidated Balance Sheets at September 30, 2010 (Unaudited) and June 30, 2010	3
	Condensed Consolidated Statements of Operations for the three and nine months ended March 31, 2010 and 2009 (Unaudited)	4
	Unaudited Condensed Consolidated Statements of Operations for the three months ended September 30, 2010 and 2009	4
	Condensed Consolidated Statements of Cash Flows for the nine months ended March 31, 2010 and 2009 (Unaudited)	6
	Unaudited Consolidated Statement of Changes in Stockholder’s deficit for the three months and year ended September 30, 2010 and June 30, 2010	6
	Notes to Condensed Consolidated Financial Statements	7
	Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2010 and 2009	7
	Notes to Financial Statements	8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		13
ITEM 4T. CONTROLS AND PROCEDURES		15
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		15
ITEM 4. CONTROLS AND PROCEDURES		15
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS		17
	SIGNATURES	18

Page 2

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

COL CHINA ONLINE INTERNATIONAL INC.

(A Development Stage Company)

CONDENSED CONSOLIDATED BALANCE SHEETS

			March 31, 2010 (unaudited)						June 30, 2009
			September 30, 2010 (Unaudited)						June 30, 2010
	Note		(US$)			(Rmb)			(Rmb)
ASSETS			(Illustrative ~~only)~~
			only)
Current Assets:
Cash				46,~~265~~602			2944,~~197~~223			3347,~~857~~133
Deposits and other receivables from discontinued operations		7		3,068			21,000			21,000
Rental deposits				3,135			21,000			21,000
Total current assets				7,333			50,197			54,857
Total Assets				9,737			65,223			68,133
Property, Office Space and Equipment, net of full depreciation				-			-			-
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Total Assets				7,333			50,197			54,857
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
Current Liabilities:
Accounts payable and accrued expenses				2147,~~671~~105			~~148~~315,~~332~~514			~~222~~247,~~514~~027
Total current liabilities				2147,~~671~~105			~~148~~315,~~332~~514			~~222~~247,~~514~~027
Non-Current Liabilities:
Payable to majority stockholder		8		11,839,449			81,038,185			80,384,466
Payable to related party with convertible option		7		12,092,609			80,997,509			81,243,913
Total non-current liabilities				1112,~~839~~092,~~449~~609			8180,~~038~~997,~~185~~509			8081,~~384~~243,~~466~~913
Commitments and contingencies		9
COMMITMENTS AND CONTINGENCIES		8
Stockholders’ Deficit:
Common stock, US$0.001 par value, 100,000,000 shares authorized and 50,155,000 shares issued, outstanding				5961,~~734~~041			408,864			408,864
Additional paid-in capital				~~177~~181,~~378~~263			1,214,118			1,214,118
Accumulated deficit before reentering development stage				(12,~~229~~497,~~567~~342	)		(83,708,451	)		(83,708,451	)
Accumulated deficit from inception of reentering development stage				(~~289~~367,~~659~~616	)		(12,~~982~~462,~~650~~330	)		(12,~~398~~269,~~453~~137	)
Other comprehensive income				~~428~~492,~~327~~677			23,~~931~~299,~~799~~999			2,931,799
Total stockholders’ deficit				(1112,~~853~~129,~~787~~977	)		(81,~~136~~247,~~320~~800	)		(8081,~~552~~422,~~123~~807	)
Total Liabilities and Stockholders’ Deficit				79,~~333~~737			5065,~~197~~223			5468,~~857~~133

Translation of amounts from Rmb into US$ for the convenience of the reader has been made at the exchange rate of US$1.00 = Rmb 6.84476. No representation is made that the Rmb amounts could have been, or could be, converted into US$, at that rate or at any other rate on March 31, 2010.

The financial statements should be read in conjunction with the accompanying notes.

Page 3

COL CHINA ONLINE INTERNATIONAL INC.

(A Development Stage Company)

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	For the three months ended			~~For the three months ended~~						Cumulative since reentering development stage on			~~For the nine months ended~~									~~Cumulative since reentering development stage on~~
				March 31, 2010						March 31, 2009			March 31, 2010						march 31, 2009			December 10, 2007 to march 31, 2010
	September 30, 2010						September 30, 2009			December 10, 2007 to September 30, 2010
	Note			(US$)			(Rmb)			(Rmb)			(US$)			(Rmb)			(Rmb)			(Rmb)
	(US$)			(Rmb)			(Rmb)			(Rmb)
				(Illustrative only)									(Illustrative only)
	(Illustrative
Continuing Operations
	only)
General and administrative expenses		(28,843	)		(28193,~~653~~193	)		(~~196~~193,~~123~~902	)		(~~185~~2,~~858~~462,330	)		~~(85,349~~	)		~~(584,197~~	)		~~(605,836~~	)		~~(1,886,270~~	)
Loss from continuing operation					(28,653	)		(196,123	)		(185,858	)		(85,349	)		(584,197	)		(605,836	)		(1,886,270	)
NET LOSS		(28,843	)		(193,193	)		(193,902	)		(2,462,330	)
Discontinued Operations		7
Other comprehensive income, before tax: Foreign exchange translation adjustments		54,971			368,200			-			1,404,254
Loss attributable to discontinued operations					-			-			(153	)		-			-			(6,792	)		(96,380	)
Income tax expense related to other comprehensive income		-			-			-			-
NET LOSS					(28,653	)		(196,123	)		(186,011	)		(85,349	)		(584,197	)		(612,628	)		(1,982,650	)
Other comprehensive income, net of tax		54,971			368,200			-			1,404,254
Other comprehensive income - Foreign currency translation					-			-			19,413			-			-			59,147			1,036,055
TOTAL COMPREHENSIVE (INCOME) LOSS		26,128			175,007			(193,902	)		(1,058,076	)
COMPREHENSIVE LOSS					(28,653	)		(196,123	)		(166,598	)		(85,349	)		(584,197	)		(553,481	)		(946,595	)

The financial statements should be read in conjunction with the accompanying notes.

Page 4

COL CHINA ONLINE INTERNATIONAL INC.

(A Development Stage Company)

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

			For the three months ended									~~For~~Cumulative ~~the~~since ~~nine~~reentering ~~months~~development ~~ended~~stage on									~~Cumulative since reentering development stage on~~
			March 31, 2010						March 31, 2009			March 31, 2010						march 31, 2009			December 10, 2007 to March 31, 2010
			September 30, 2010						September 30, 2009			December 10, 2007 to September 30, 2010
	Note		(US$)			(Rmb)			(Rmb)			(~~US$~~Rmb)			~~(Rmb)~~			~~(Rmb)~~			~~(Rmb)~~
			(Illustrative only)									(Illustrative only)
			(Illustrative )
Basic and Fully Diluted Loss Per Share		6
			only
From continuing operations				(0.0006	)		(0.0039	)		(0.0037	)		(0.0017	)		(0.0116	)		(0.0121	)		(0.0376	)
Basic and Diluted Loss Per Share		6
From discontinued operations				(0.0000	)		(0.0000	)		(0.0000	)		(0.0000	)		(0.0000	)		(0.0001	)		(0.0019	)
Loss per share of common stock (cents)				(0.0006	)		(0.0039	)		(0.0039	)		(0.0491	)
Weighted Average Common Share Outstanding				50,155,000			50,155,000			50,155,000			50,155,000			50,155,000			50,155,000			50,155,000
Weighted Average Common Stock Outstanding – basic and diluted				50,155,000			50,155,000			50,155,000			50,155,000

The financial statements should be read in conjunction with the accompanying notes.

Page 5

COL CHINA ONLINE INTERNATIONAL INC.

(A Development Stage Company)

~~UNAUDITED CONDENSED~~ CONSOLIDATED STATEMENTS OF ~~CASH~~CHANGES ~~FLOWS~~IN STOCKHOLDERS’ DEFICIT

	For the nine months ended									Cumulative since reentering development stage on
	march 31, 2010						march 31, 2009			December 10, 2007 to march 31, 2010
	(US$)			(Rmb)			(Rmb)			(Rmb)
	(Illustrative only)
Cash Flows from Operating Activities:
Net loss		(85,349	)		(584,197	)		(612,628	)		(1,982,650	)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in operating assets and liabilities:
Decrease in:
Deposit and other receivables		-			-			-			23,608
Accounts payable and accrued expenses		(10,838	)		(74,182	)		(62,083	)		(32,564	)
Exchange difference		-			-			1,882			33,721
Net cash used in operating activities		(96,187	)		(658,379	)		(672,829	)		(1,957,885	)
Cash Flows from Financing Activities:
Advances from majority stockholder		95,507			653,719			669,945			1,857,460
Net cash provided by financing activities		95,507			653,719			669,945			1,857,460
Effect of Exchange Rate Changes on Cash		-			-			218			(2,050	)
Net Decrease in Cash		(680	)		(4,660	)		(2,666	)		(102,475	)
Cash, beginning of period		4,945			33,857			62,445			131,672
Cash, end of period		4,265			29,197			59,779			29,197

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2010 AND YEAR ENDED JUNE 30, 2010

	Common stock				Additional paid-in capital		Accumulated deficit before reentering development stage			Accumulated deficit from inception of reentering development stage			Accumulated other comprehensive income		Total
	Number		(Rmb)		(Rmb)		(Rmb)			(Rmb)			(Rmb)		(Rmb)

Balance as of June 30, 2009		50,155,000		408,864		1,214,118		(83,708,451	)		(1,398,453	)		2,931,799		(80,552,123	)
Net loss for the year		-		-		-		-			(870,684	)		-		(870,684	)

Balance as of July 1, 2010		50,155,000		408,864		1,214,118		(83,708,451	)		(2,269,137	)		2,931,799		(81,422,807	)
Net income (loss) for the period (unaudited)		-		-		-		-			(193,193	)		368,200		175,007

Balance as of September 30, 2010 (unaudited)		50,155,000		408,864		1,214,118		(83,708,451	)		(2,462,330	)		3,299,999		(81,247,800	)

The financial statements should be read in conjunction with the accompanying notes.

Page 6

COL CHINA ONLINE INTERNATIONAL INC.

(A Development Stage Company)

~~NOTES~~UNAUDITED TO CONDENSED CONSOLIDATED ~~FINANCIAL~~ STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the three months ended									Cumulative since reentering development stage on
	September 30, 2010						September 30, 2009			December 10, 2007 to September 30, 2010
	(US$)			(Rmb)			(Rmb)			(Rmb)
	(Illustrative
Cash Flows from Operating Activities:	only)
Net loss		(28,843	)		(193,193	)		(193,902	)		(2,462,330	)

Adjustments to reconcile net loss to net cash used in operating activities:

Change in operating assets and liabilities:
Decrease in:
Rental deposits		-			-			-			23,608
Increase in:
Accounts payable and accrued expenses		10,798			72,326			84,630			138,457

Net cash used in operating activities		(18,045	)		(120,867	)		(109,272	)		(2,300,265	)

Cash Flows from Financing Activities:
Advances from 45.6% stockholder		17,751			118,901			105,304			2,215,810

Net cash provided by financing activities		17,751			118,901			105,304			2,215,810

Effect of Exchange Rate Changes on Cash		(141	)		(944	)		-			(2,994	)

Net Decrease in Cash		(435	)		(2,910	)		(3,968	)		(87,449	)

Cash, beginning of period		7,037			47,133			33,857			131,672

Cash, end of period		6,602			44,223			29,889			44,223

The financial statements should be read in conjunction with the accompanying notes.

Page 7

1. Company Organization and Operations

~~Natureof~~Nature of Operations – COL China Online International Inc. ~~(“COL International”)~~ was incorporated as a Delaware corporation on February 22, 2000, for the purpose of acquiring Migration Developments Limited, a British Virgin Islands company (“Migration”), and raising equity capital to be utilized in the business of Migration. Migration held a 90% equity interest in Shenzhen Knowledge & Communication Co. Ltd., which was a Sino-foreign equity joint venture (“Joint Venture”) in the People’s Republic of China (“PRC”). COL China Online International Inc. and its subsidiaries are collectively referred to as the “Company” in these financial statements.

As more fully explained in note 3 to these financial statements, the Company has terminated its operations ~~effective~~since December 10, 2007 and has ~~since~~ become a shell company. AsAfter becoming a ~~result~~shell company, the Company has reentered the development stage on December 10, 2007. For the Company’s plan of operations following the termination of its business, see note 3 to the consolidated financial statements.

2. Basis of Presentation

The ~~accompanying condensed~~ consolidated financial statements have been prepared assuming the Company will continue operating as a going concern. Following the termination of operations, as more fully explained in note 3 to these financial statements, the Company’s business ~~was~~has been suspended as of ~~July~~November 2007, and the Company will likely seek to enter into a business combination with one or more yet to be identified privately- held businesses.

The Company’s ability to continue as a going concern is dependent upon several factors, including, but not limited to, continued financial support by the ~~majority~~45.6% stockholder, the ~~realization of assets and liquidation of liabilities that would not result in a substantial deficit, the~~ successfulness of a possible business combination and whether the post-combination business would be able to achieve and maintain profitable operations and to raise additional capital. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

The Company is confident that its ~~majority~~45.6% stockholder, Honview International Limited (“Honview”), will continue to provide funding during the forthcoming ~~fiscal~~ year.

~~Page~~The 7unaudited consolidated financial statements have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such SEC rules and regulations; nevertheless, the Company believes that the disclosures are adequate to make the information presented not misleading. These financial statements have been prepared on the same basis as the annual financial statements. These financial statements and the notes hereto should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2010, which was filed on October 13, 2010. In the opinion of the directors, all adjustments, including normal recurring adjustments necessary to present fairly the financial position of the Company as of September 30, 2010 and the results of its operations and cash flows for the three-month period then ended, have been included. The results of operations for the interim period are not necessarily indicative of the results for the full year.

COL CHINA ONLINE INTERNATIONAL INC.

(A Development Stage Company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The unaudited consolidated financial statements have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted accounting principles have been omitted pursuant to such SEC rules and regulations; nevertheless, the Company believes that the disclosures are adequate to make the information presented not misleading. These financial statements have been prepared on the same basis as the annual financial statements. These financial statements and the notes hereto should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2009, which was filed on September 30, 2009. In the opinion of the directors, all adjustments, including normal recurring adjustments necessary to present fairly the financial position of the Company as of March 31, 2010, and the results of its operations for the three and nine months then ended and cash flows for the nine-month period then ended, have been included. The results of operations for the interim period are not necessarily indicative of the results for the full year.

The Company has evaluated subsequent events through the date and time this Quarterly Report on Form 10-Q was filed with the SEC.

The amounts included in the financial statements are presented in Renminbi (“Rmb”) because the Company’s activities are primarily conducted in the PRC. For illustrative purposes, the condensed consolidated balance sheet as at March 31, 2010, condensed consolidated statements of operations for the three and nine months ended March31, 2010 and condensed consolidated statements of cash flows for the nine months ended March 31, 2010 have been translated into US dollars at approximately 6.84476 Rmb to the dollar.

3. Termination of Operations and Business Plan

The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue operating as a going concern. The majority of the Company’s business activities were suspended effective July 2007. On November 23, 2007, the Board of Directors resolved to cease the Company’s primary operations due to the expiration of the Joint Venture’s business license on December 10, 2007. The Company has used the amounts collected from its accounts receivable and deposits paid and cash on hand to pay any outstanding liabilities or accounts payable, and would request the remaining liabilities to be undertaken by the majority stockholder, Honview. The Company does not expect any assets to remain outstanding or to be available for distribution to the parties of the Joint Venture or stockholders of the Company.

In connection with the termination of substantially all of the Company’s operations on November 23, 2007, the Company effectively became a “shell company”. Under Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a “shell company” is defined as a company that has (1) no or nominal operations; and (2) either: (a) no or nominal assets; (b) assets consisting solely of cash and cash equivalents; or (c) assets consisting of any amount of cash and cash equivalents and nominal other assets. Because the Company is now effectively a shell company under the Exchange Act, it is currently seeking to enter into a business combination with one or more yet to be identified privately held businesses. The Board of Directors believes that the Company will be attractive to privately held companies interested in becoming publicly traded by means of a business combination with the Company, without offering their own securities to the public. The Board of Directors does not expect to restrict its search for business combination candidates to any particular geographical area, industry or industry segment, and may enter into a combination with a private business engaged in any line of business. The Company’s discretion is, as a practical matter, unlimited in the selection of a combination candidate.

Page 8

~~COL~~The ~~CHINA~~amounts ~~ONLINE~~included ~~INTERNATIONAL~~in ~~INC~~the financial statements are presented in Renminbi (“Rmb”) because the Company’s activities are primarily conducted in the PRC. For illustrative purposes, the condensed consolidated balance sheet as at September 30, 2010 and condensed consolidated statement of operations for the three months ended September 30, 2010 and condensed consolidated statement of cash flows for the three months ended September 30, 2010 have been translated into US dollars at approximately 6.6981 Rmb to the dollar.

(A3. Termination ~~Development~~of ~~Stage Company)~~Operations

~~NOTES~~On TONovember ~~CONDENSED~~23, ~~CONSOLIDATED~~2007, ~~FINANCIAL~~the ~~STATEMENTS~~Board of Directors resolved to cease the Company’s primary operations due to the expiration of the Joint Venture’s business license on December 10, 2007. The Company expects that any unpaid liabilities will be undertaken by Honview. The Company does not expect any assets to remain outstanding or to be available for distribution to the parties of the Joint Venture or shareholders of the Company.

In connection with the termination of substantially all of the Company’s operations on November 23, 2007, the Company effectively became a “shell company”. Under Rule 12b-2 of the Securities Exchange Act of 1934, as amended (~~UNAUDITED~~the “Exchange Act”), a “shell company” is defined as a company that has (1) no or nominal operations; and (2) either: (a) no or nominal assets; (b) assets consisting solely of cash and cash equivalents; or (c) assets consisting of any amount of cash and cash equivalents and nominal other assets. Because the Company is now effectively a shell company, under the Exchange Act, it is currently seeking to enter into a business combination with one or more yet to be identified privately held businesses. The Board of Directors believes that the Company will be attractive to privately held companies interested in becoming publicly traded by means of a business combination with the Company, without offering their own securities to the public.

InThe ~~accordance~~Board ~~with~~of ~~the~~Directors ~~applicable~~does ~~accounting~~not ~~guidance,~~expect ~~the assets and liabilities related~~ to ~~the~~restrict ~~operations~~its ~~with~~search ~~the~~for ~~Joint~~business ~~Venture~~combination ~~have~~candidates ~~been~~to ~~separately~~any ~~disclosed~~particular ingeographical ~~note~~area, 7industry toor ~~the~~industry ~~consolidated~~segment, ~~financial~~and ~~statements.~~may ~~Discontinued~~enter ~~operations~~into ~~are~~a ~~reported~~combination aswith a ~~separate~~private ~~component~~business ~~within~~engaged ~~the~~in ~~consolidated~~any ~~statements~~line of ~~operations and outside of the loss from continuing operations~~business. AsThe aCompany’s ~~result,~~discretion ~~net revenues~~is, oras ~~cost~~a ofpractical ~~sales~~matter, ~~all~~unlimited ~~of which related to the Joint Venture are no longer reported separately~~ in the ~~consolidated~~selection ~~statements~~ of ~~operations~~a combination candidate.

AsSince aNovember ~~result~~23, of2007, the ~~expiration~~Company ofhas ~~the~~not ~~Joint~~entered ~~Venture~~into ~~license~~any onagreement, ~~December~~arrangement ~~10,~~or ~~2007,~~understanding ~~the~~of ~~Company~~any ~~reentered~~kind ~~the~~with ~~development~~any ~~stage~~person regarding a business combination. ~~The~~Depending ~~results~~upon the nature of ~~operations~~the ~~that~~transaction, ~~have~~the ~~accumulated~~current ~~since~~officers and directors of the Company ~~reentered~~probably ~~the~~will ~~development~~resign ~~stage~~their ~~are~~directorship ~~presented~~and inofficer positions with the ~~condensed~~Company ~~consolidated~~in ~~statements~~connection with any consummation of ~~operations~~a business combination. The ~~accumulated~~current ~~deficit~~management ~~before~~is ~~reentering~~not ~~development~~expected ~~stage~~to ~~and~~have ~~the~~any ~~cumulative~~control ~~financial~~over ~~information~~the ~~since~~conduct ~~reentering~~of the ~~development~~Company’s ~~stage~~business ~~(inception)~~following ~~have~~the ~~been~~completion ~~separately~~of ~~presented~~a inbusiness ~~the~~combination. ~~condensed~~The ~~consolidated~~Company ~~balance~~has ~~sheets~~no ~~and~~plans, ~~the~~understandings, ~~condensed~~agreements, ~~consolidated~~or ~~statements~~commitments ofwith ~~cash~~any ~~flows~~individual ~~for~~or ~~the~~entity ~~period~~to ~~from~~act ~~December~~as ~~10,~~a ~~2007~~finder ~~(inception)~~of toor ~~March~~as ~~31,~~a ~~2010.~~business ~~The~~consultant ~~only~~in ~~changes~~regard into ~~stockholders’~~any ~~deficit~~business ~~since~~opportunities ~~reentering~~for the ~~development~~Company. ~~stage~~In ~~has~~addition, ~~been~~there ~~net~~are ~~losses~~no ~~incurred~~plans ~~and~~to ~~changes~~use advertisements, notices or any general solicitation in ~~other~~the ~~comprehensive~~search ~~income~~for combination candidates.

~~The~~In ~~Company~~view ~~has not entered into any agreement, arrangement or understanding~~ of ~~any kind with any person regarding a business combination. Depending upon~~ the ~~nature~~above-mentioned ~~of the transaction~~plan, the ~~current officers and directors of the~~ Company’s ~~probably~~ability ~~will~~to ~~resign~~continue ~~their~~as ~~directorship~~a ~~and~~going ~~officer~~concern ~~positions~~is ~~with~~dependent ~~the~~upon ~~Company~~several infactors, ~~connection~~including, ~~with~~but ~~any~~not ~~consummation~~limited ofto, acontinued ~~business~~financial ~~combination.~~support ~~The~~from ~~current~~Honview ~~management~~International isLimited ~~not~~(“Honview”), ~~expected to have any control over~~ the ~~conduct~~45.6% stockholder of the Company’s, ~~business following~~ the ~~completion~~successfulness of a possible business combination. ~~The~~and ~~Company~~whether ~~has~~the nopost-combination ~~plans,~~business ~~understandings,~~would ~~agreements,~~be orable ~~commitments with any individual or entity~~ to ~~act~~achieve asand amaintain ~~finder~~profitable ofoperations orand ~~as a business consultant in regard~~ to ~~any~~raise ~~business~~additional ~~opportunities for the Company~~capital. The Inconsolidated ~~addition,~~financial ~~there~~statements ~~are~~do nonot ~~plans~~include toany ~~use~~adjustments ~~advertisements,~~that ~~notices~~might orresult ~~any~~from ~~general solicitation in~~ the ~~search~~outcome ~~for~~of ~~combination~~these ~~candidates~~uncertainties.

4Following the cessation of the operations of the only business of the Company upon expiration of the Joint Venture’s business license on December 10, 2007, the Company reentered the development stage. It ~~Recently~~is ~~Issued~~expected ~~Accounting~~that ~~Standards~~the Company will remain in such status until a business combination is taken place.

As of the date of this quarterly report is filed, there is no recently issued accounting pronouncements which adoption would have a material impact on the Company’s financial statements.

Page 9

~~COL~~4. Recently ~~CHINA~~Issued ~~ONLINE~~Accounting ~~INTERNATIONAL INC.~~Standards

(AAs ~~Development~~of ~~Stage~~the date of this quarterly report is filed, there are no recently issued accounting pronouncements which adoption would have a material impact on the Company)’s financial statements.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

5. Comprehensive Income

The Company accounts for comprehensive income in accordance with ASC Topic 220, “Comprehensive Income”. ACS ~~ASC~~Topic 220 establishes standards for reporting comprehensive income and its components in financial statements. Other ~~Comprehensive~~comprehensive income, as defined therein, refers to revenues, expenses, gains and losses that are not included in net income but rather are recorded directly in stockholders’ equity. Other comprehensive income for the three months ended September 30, 2010 and 2009 represented gain on foreign currency translation adjustments which are mainly arisen from the transaction of the amount payable to our 45.6% stockholder which is denominated in the US dollars.

6. Net Loss Per Share

Basic and diluted net loss per share is computed by dividing net loss ~~for continuing and discontinued operations, respectively~~ by the weighted average number of shares of common stock outstanding.

~~Pursuant~~7. Payable to the COL International’s 2000 Stock Option Plan (“2000 Plan”), options may be granted to purchase an aggregate of 4,000,000 shares of common stock to key employees and other persons who have or are contributing to the Company’s success45. As6% ~~of March 31, 2010, no option has been granted under the 2000 Plan.~~Stockholder

The amount due is unsecured, interest-free and repayable on demand. The fair value of the advance from the 45.6% stockholder is not practicable to be estimated due to the relationship between the stockholder and the Company.

Pursuant to the Loan Agreement, Honview International Limited, the ultimate holding company of the Company, agreed to lend Migration its cash needs, from time to time, at any time until January 1, 2004 up to an aggregate principal amount of US$8 million. As a result of Migration becoming a wholly owned subsidiary of the Company, any amounts loaned from Honview prior to February 8, 2002, the effective date of the registration statement related to the Company’s initial public offering, may be paid at the option of Honview, by converting, at any time after October 10, 2002, part or all the unpaid principal amount of the loan into shares of the Company’s common stock, at a price equal to the greater of $1.20 per share or 90 percent of the average weighted trading price of the common stock for the 20 trading days preceding the date of notice of exercise of conversion. Any amounts loaned from Honview after February 8, 2002 may be paid, at the option of Honview, by converting, at any time after October 10, 2002, part or all the unpaid principal amount of the loan into shares of the Company’s common stock, at a price equal to the greater of $1.20 per share or 110 percent of weighted average trading price of common stock for the 20 trading days preceding the date of the loan.

There has been no change to the above loan condition during either of the quarters ended September 30, 2010 and 2009. As at September 30 and June 30, 2010, the payable to Honview is convertible into 10,077,174 and 9,891,254 shares of the Company’s common stock, respectively.

8. Commitments and Contengencies

As of September 30, 2010 and June 30, 2010, the Company had no material outstanding commitment and contingencies.

Page 10

~~COL CHINA ONLINE INTERNATIONAL INC~~9. Income Taxes

(AThe ~~Development~~Company ~~Stage~~is ~~Company)~~subject to income taxes on an entity basis on income arising in or derived from the tax jurisdiction in which they operate.

~~NOTES~~The TOCompany’s ~~CONDENSED~~subsidiary ~~CONSOLIDATED~~established ~~FINANCIAL~~in ~~STATEMENTS~~the PRC is subject to the PRC income taxes at a rate of 25%. No PRC income tax has been provided for in the financial statements as the subsidiary in the PRC neither incurred a loss nor has no assessable profits for the periods presented.

~~(UNAUDITED)~~Migration operates in Hong Kong where the statutory tax rate is 16.5% for the three months ended September 30, 2010 and 2009, respectively, on assessable income arising in Hong Kong. No Hong Kong profits tax has been provided for as Migration’s operations in Hong Kong incurred a loss for taxation purposes for the periods presented. Migration is exempt from any BVI income taxes under BVI International Business Act for its operations being located only in Hong Kong.

7The Company has net operating losses carry forward for tax reporting purposes in the PRC amounting to Rmb2,564,693 as of September 30 and June 30, 2010. ~~Discontinued~~The ~~Operations~~tax losses will expire in five years after the losses were incurred. Full valuation allowances have been made as it is not probable that future taxable profit will be available against which the Company can utilize the benefit therefrom. No deferred income taxes are provided as there are no temporary differences between the tax and book basis of assets and liabilities due to the current status of the Company as a shell company.

On November 23, 2007, the Board of Directors resolved to cease the operations of the only business of the Company upon the expiration of the Joint Venture’s business license on December 10, 2007. The discontinued operations have been reported as a separate component within the consolidated statements of operations and outside of the loss from continuing operations.

The results of the discontinued operations for the period ended March 31, 2010 are summarized as follows (unaudited):

	For the three months ended							For the Nine months ended							Cumulative since reentering development stage on
	march 31, 2010				march 31, 2009			march 31, 2010				march 31, 2009			December 10, 2007 to March 31, 2010
	(US$)		(Rmb)		(Rmb)			(US$)		(Rmb)		(Rmb)			(Rmb)
	(Illustrative only)							(Illustrative only)
Turnover		-		-		-			-		-		-			-
Cost of sales		-		-		-			-		-		-			(30,000	)
Operating expenses		-		-		(156	)		-		-		(6,814	)		(88,430	)
Other income		-		-		3			-		-		22			22,050
Loss before taxation		-		-		(153	)		-		-		(6,792	)		(96,380	)
Loss before minority interest		-		-		(153	)		-		-		(6,792	)		(96,380	)
Net loss attributable to discontinued operations		-		-		(153	)		-		-		(6,792	)		(96,380	)

Page 11

COL CHINA ONLINE INTERNATIONAL INC.

(A Development Stage Company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

7. Discontinued Operations (Continued)

Assets and liabilities of the discontinued operations, which have been included in the consolidated balance sheets, were as follows:

	march 31, 2010				June 30, 2009
	(US$)		(Rmb)		(Rmb)
	(Illustrative Only)
Deposits and other receivables		3,068		21,000		21,000
Net assets		3,068		21,000		21,000

8. Payable to Majority Shareholder

The amount due is unsecured, interest-free and must be repaid on demand. The fair value of the advance from majority stockholder, which is interest-free, cannot be estimated reliably due to the relationship between the stockholder and the Company.

9. Commitments and Contingencies

As of March 31, 2010 and June 30, 2009, the Company had no material outstanding commitments and contingencies.

10. Income Taxes

Page 12

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This document contains certain forward-looking statements that involve risks and uncertainties, such as statements of the Company’s plans, objectives, expectations and intentions. When used in this document, the words “expects”, “anticipates”, “intends” and “plans” and similar expressions are intended to identify certain of these forward-looking statements. The cautionary statements made in this document should be read as being applicable to all related forward-looking statements wherever they appear in this document. Our actual results could differ materially from those discussed in this document. Factors that could cause or contribute to such difference include those discussed below and in the Annual Report on Form 10-K for the year ended June 30, ~~2009~~2010.

Overview

COL China Online International, Inc. ~~( “COL International” or the “Company”)~~ was formed for the purpose of acquiring and conducting the engineering services and the internet related business of Migration Development Limited, a British Virgin Islands company (“Migration”), and raising equity capital to be utilized in the business of Migration. Migration held a 90% equity interest in Shenzhen Knowledge & Communication Co. Ltd., which was a Sino-foreign equity joint venture (the “Joint Venture”) in the People’s Republic of China (“PRC”).

Going ~~Concern~~concern – The ability of the Company to continue operations as a ~~“shell company” and as a~~ going concern is dependent upon the continuing support from Honview International Limited (“Honview”), a ~~former~~45.6% ~~shareholder of Migration, which is now a majority~~ stockholder of the Company, until such time as, when or if, the ~~combined entity of the~~ Company ~~and Migration~~ achieve profitable operations and/or additional funds are raised in future private and public offerings or the Company is party to a business combination ~~due to the termination of its operations, as described below~~.

Termination of Operations – The Company had focused on the business of providing internet and telecommunication convergence solutions to its customers up to the end of ~~its~~ 2007 fiscal year. Substantially all of the Company’s business activities ~~were~~have been suspended effectively ~~during~~in ~~the second half of calendar year~~ 2007. On November 23, 2007, the Board of Directors resolved to cease the Company’s primary operations due to the expiration of the Joint Venture’s business license on December 10, 2007. The Company ~~has~~intended ~~used~~to ~~the~~use any amounts collected from its ~~accounts receivables and~~ deposits paid and cash on hand to pay any outstanding liabilities or accounts payable, and expects that the remaining liabilities will be undertaken by Honview. The Company does not expect any assets to remain outstanding or to be available for distribution to the parties of the Joint Venture or shareholders of the Company.

InPage connection with the termination of substantially all of the Company’s operations on November 23, 2007, the Company effectively became a “shell company” under the Exchange Act. As a result, the Company is currently seeking to enter into a business combination with one or more yet to be identified privately held businesses. The Board of Directors believes that the Company will be attractive to privately held companies interested in becoming publicly traded by means of a business combination with the Company, without offering their own securities to the public. The Board of Directors does not expect to restrict its search for business combination candidates to any particular geographical area, industry or industry segment, and may enter into a combination with a private business engaged in any line of business. The Company’s discretion is, as a practical matter, unlimited in the selection of a combination candidate.11

~~Page~~Overview 13(continued)

~~The~~In ~~Company~~connection ~~has~~with ~~not~~the ~~entered~~termination ~~into~~of ~~any~~substantially ~~agreement,~~all ~~arrangement~~of orthe ~~understanding~~Company’s ofoperations ~~any~~on ~~kind~~November ~~with~~23, ~~any~~2007, ~~person~~the ~~regarding~~Company effectively became a ~~business~~“shell ~~combination~~company”. ~~Depending~~Under ~~upon~~Rule 12b-2 of the ~~nature~~Securities Exchange Act of 1934, as amended (the ~~transaction~~“Exchange Act”), ~~the~~a ~~current~~“shell ~~officers~~company” ~~and~~is ~~directors~~defined ofas ~~the~~a ~~Company~~company ~~probably~~that ~~will~~has ~~resign~~(1) ~~their~~no ~~directorship~~or nominal operations; and ~~officer~~(2) ~~positions~~either: ~~with~~(a) ~~the~~no ~~Company~~or innominal ~~connection~~assets; ~~with~~(b) ~~any~~assets ~~consummation~~consisting solely of acash ~~business~~and ~~combination.~~cash ~~The~~equivalents; ~~current~~or ~~management~~(c) isassets ~~not~~consisting ~~expected~~of toany ~~have~~amount ~~any~~of ~~control~~cash ~~over~~and ~~the~~cash ~~conduct~~equivalents ofand nominal other assets. Because the Company’s ~~business~~is ~~following~~now effectively a shell company, under the ~~completion~~Exchange ofAct, it is currently seeking to enter into a business combination. ~~The~~with ~~Company~~one ~~has~~or nomore ~~plans,~~yet ~~understandings,~~to ~~agreements,~~be oridentified ~~commitments~~privately ~~with~~held ~~any~~businesses. ~~individual~~The orBoard ~~entity~~of toDirectors ~~act~~believes asthat athe ~~finder~~Company ofwill orbe asattractive ato ~~business~~privately ~~consultant~~held companies interested in ~~regard~~becoming topublicly ~~any~~traded by means of a business ~~opportunities~~combination ~~for~~with the Company~~. In addition~~, ~~there~~without ~~are~~offering notheir ~~plans~~own securities to ~~use~~the ~~advertisements,~~public. The ~~notices~~Board orof ~~any~~Directors ~~general~~does ~~solicitation~~not inexpect ~~the~~to restrict its search for business combination candidates. ~~The~~to ~~Company~~any ~~has~~particular ~~relied~~geographical onarea, ~~private~~industry ~~financing~~or ~~from~~industry ~~Honview~~segment, ~~which~~and ~~amount~~may ~~due~~enter isinto ~~repayable~~a oncombination ~~demand.~~with ~~Honview~~a ~~has~~private ~~confirmed~~business toengaged ~~the~~in ~~Company~~any ~~that~~line itof ~~will~~business. ~~not~~The ~~demand~~Company’s ~~repayment~~discretion ~~for~~is, ~~the~~as ~~current~~a ~~fiscal~~practical ~~year~~matter, ~~and~~unlimited in the ~~Company~~selection ~~has~~of ~~classified such amount as~~ a ~~non-current~~combination ~~liability~~candidate.

~~Accounting~~Since ~~Treatment~~November ~~After~~23, ~~Termination~~2007, ofthe ~~Operations~~Company –has Innot ~~connection~~entered ~~with~~into ~~the~~any ~~expiration~~agreement, arrangement or understanding of ~~the~~any ~~Joint~~kind ~~Venture~~with ~~license~~any onperson ~~December~~regarding 10a business combination. Depending upon the nature of the transaction, ~~2007~~the ~~and~~current inofficers ~~accordance~~and ~~with~~directors of the ~~applicable~~Company ~~accounting~~probably ~~guidance,~~will ~~all~~resign ~~assets~~their directorship and ~~liabilities~~officer ~~associated~~positions with the ~~Joint~~Company ~~Venture~~in ~~are~~connection ~~separately~~with ~~disclosed~~any inconsummation ~~note~~of 7a tobusiness ~~the~~combination. ~~financial~~The ~~statements.~~current ~~Discontinued~~management ~~operations~~is ~~are~~not ~~reported~~expected asto ahave ~~separate~~any ~~component~~control ~~within~~over the ~~consolidated~~conduct ~~statements~~ of ~~operations~~the ~~and~~Company’s ~~outside~~business offollowing the ~~loss~~completion ~~from~~of ~~continuing~~a ~~operations~~business combination. AsThe aCompany ~~result~~has no plans, ~~net~~understandings, ~~revenues~~agreements, or ~~cost~~commitments ofwith ~~sales,~~any ~~all~~individual or entity to act as a finder of ~~which~~or ~~related~~as a business consultant in regard to any business opportunities for the ~~joint~~Company. ~~venture~~In addition, there are no ~~longer~~plans ~~report~~to ~~separately~~use advertisements, notices or any general solicitation in the ~~consolidated~~search ~~statements~~for ofcombination ~~operations~~candidates.

InResults ~~addition, the Company reentered the development stage upon the expiration~~ of the joint venture license. The results of operations that have accumulated since the Company reentered the development stage are presented in the consolidated statements of operations. The accumulated deficit before reentering development stage and the accumulated deficit since reentering the development stage (inception) have been separately presented in the consolidated balance sheets, consolidated statements of changes in stockholders’ deficit and the consolidated statements of cash flows for the period from December 10, 2007 (inception) to March 31, 2010.Operations

~~Results~~General ofand ~~Operations~~administrative ~~for~~included salaries and other expenses. For the ~~Three~~period ended September 30, 2010 and ~~Nine~~2009, ~~Months~~general ~~Ended~~and ~~March~~administrative 31expenses decreased to Rmb193,193 ~~2010~~(US$28,843) from Rmb 193,902.

~~General~~There ~~and~~was ~~administrative~~no ~~expenses~~revenue for ~~continuing operations included salaries and other expenses. For~~ the ~~nine~~periods ~~months~~ ended ~~March~~September 3130, 2010 and ~~2009,~~September ~~general and administrative expenses decreased to Rmb584~~30,~~197~~ ~~(US$85,349) from Rmb605,836, and for the three months ended March 31, 2010 and~~ 2009, ~~general~~due ~~and administrative expenses increased~~ to ~~Rmb196,123~~the ~~(US$28,653)~~Company’s ~~from~~cessation ~~Rmb185,858~~of ~~due~~business tosince anDecember ~~increase in professional fees~~2007.

~~There~~The ~~was~~foregoing norevenues ~~revenue~~and ~~for~~expenses ~~the~~have ~~three-month~~resulted orin ~~nine-month~~net ~~periods~~losses ~~ended~~of ~~March~~Rmb193,193 31(US$28,843) ~~2010~~ and ~~March 31~~Rmb193,902 ~~2009~~for ~~due~~the toperiods ~~the~~ended ~~Company’s~~September ~~cessation~~30, of2010 ~~business~~and ~~upon~~2009, ~~expiration~~respectively. ofThe ~~the~~Company ~~Joint~~expects ~~Venture’s~~to ~~business~~continue ~~license~~to inincur ~~December~~non-operating ~~2007~~expenses as a shell company.

~~Operating~~The ~~expenses~~Company ~~for~~has ~~discontinued~~recorded ~~operations~~other ~~included~~comprehensive ~~bank~~income ~~charges~~of Rmb368,200 (US$54,971) and ~~other~~RmbNil ~~expenses. For~~for the ~~three~~periods ended September 30, 2010 and ~~nine~~2009, respectively, directly into the stockholders’ deficit. This comprehensive income for the three months ended ~~March~~September 3130, 2010, ~~general~~is ~~and~~mainly ~~administrative~~the ~~expenses~~result ~~were~~of ~~RmbNil~~unrealized ~~when~~gain ~~compare~~on translation of United States dollar advances from Honview from US$ to ~~Rmb156~~Rmb ~~and~~on ~~Rmb6,814~~consolidation ~~for~~due to the appreciation of Rmb during the three ~~and~~months ~~nine~~ended September 30, 2010 while no such gain was recorded for the three months ended ~~March~~September 3130, 2009 because the exchange rate between United States dollar and Rmb was comparatively stable during that period..

The foregoing revenues and expenses have resulted in net losses of Rmb196,123 (US$28,653), an increase from Rmb186,011 for the three months ended March 31, 2010 and 2009, respectively, and in net losses of Rmb584,197 (US$85,349), a decrease from Rmb612,628, for the nine months ended March 31, 2010 and 2009, respectively. The Company expects to continue to incur non-operating expenses as a shell company.

Page 14

The Company has recorded directly into the stockholders’ deficit other comprehensive income of RmbNil, a decrease from Rmb19,413 for the three months ended March 31, 2010 and 2009, respectively, and other comprehensive income of RmbNil, a decrease from Rmb59,147, for the nine months ended March 31, 2010 and 2009, respectively. The comprehensive income during fiscal 2009 is mainly the result of unrealized gain on translation of United States dollar advances from, Honview, from US$ to Rmb on consolidation.

Liquidity and Capital Resources

As of ~~March~~September 3130, 2010 and June 30, ~~2009~~2010, the Company had a negative working capital of ~~Rmb98~~Rmb250,~~135~~291 (US$1437,~~338~~368) and ~~Rmb167~~Rmb178,~~657~~894, respectively. As of ~~March~~September 3130, 2010, advances from the ~~majority~~45.6% stockholder totaled ~~Rmb81~~Rmb80,~~038~~997,~~185~~509 (US$1112,~~839~~092,~~449~~609) compared to ~~advances~~advance from the ~~majority~~45.6% stockholder of ~~Rmb80~~Rmb81,~~384~~243,~~466~~913 as of June 30, ~~2009~~2010. The ~~majority~~45.6% stockholder has confirmed its intention to provide financial support to the Company ~~during fiscal 2010~~.

~~Cash~~Page used in operating activities for the nine months ended March 31, 2010 was Rmb658,379 (US$96,187) as compared with Rmb672,829 for the nine months ended March 31, 2009. The cash used in operations was to fund operating losses of Rmb584,197 (US$85,349 ) and Rmb612,628 for the nine months ended March 31, 2010 and 2009, respectively.12

Cash ~~flows~~used ~~from~~in ~~financing~~operating activities ~~have~~for ~~generally~~the ~~come~~three ~~from~~months ~~advances~~ended bySeptember ~~the~~30, ~~majority~~2010 ~~stockholder~~was ofRmb120,867 ~~the~~(US$18,045) ~~Company. During~~as compared with Rmb109,272 for the ~~nine~~three months ended ~~March~~September 3130, ~~2010~~2009. The ~~and~~cash ~~2009,~~used ~~the~~in ~~majority~~operations ~~stockholder~~was ~~has~~to ~~advanced~~fund ~~Rmb653~~operating losses of Rmb193,~~719~~193 (US$9528,~~507~~843) and ~~Rmb669~~Rmb193,~~945~~902 tofor the ~~Company~~three months ended September 30, 2010 and 2009, respectively.

Cash flows from financing activities have generally come from advances by the 45.6% stockholder of the Company. During the three months ended September 30, 2010 and 2009, the 45.6% stockholder has advanced Rmb118,901 (US$17,751) and Rmb105,304, respectively.

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the U.S., or U.S. GAAP, requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

The ~~financial statements included elsewhere in this Quarterly Report on Form 10-Q, including the~~ critical accounting policies and use of estimates, are discussed in and should be read in conjunction with the annual consolidated financial statements and notes included in the latest ~~Annual Report on~~ Form 10-K, as filed with the SEC, which includes audited consolidated financial statements for the two fiscal years ended June 30, ~~2009~~2010.

Off Balance Sheet Arrangements

The Company does not have any off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Item 4T3. ~~Controls~~Quantitative and ~~Procedures~~Qualitative Disclosures About Market Risk

None

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company's management, with the participation of its chief executive officer and chief financial officer, evaluated the effectiveness of the Company's disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) and pursuant to Rules 13a-15(b) and 15d-15(b) under the Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

~~Page~~Based 15on the Company's evaluation, the Company’s management, including its chief executive officer and chief financial officer, concluded that as of the end of the period covered by this report, the Company's disclosure controls and procedures were effective to ensure that information the Company is required to disclose in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to management, including the Company's chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

~~Based~~Page on the Company's evaluation, its chief executive officer and chief financial officer concluded that the Company's disclosure controls and procedures are designed at a reasonable assurance level and were fully effective as of March 31, 2010 in providing reasonable assurance that information the Company is required to disclose in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to management, including the Company's chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.13

Changes in Internal Control over Financial Reporting.

The Company regularly reviews its system of internal control over financial reporting and makes changes to its processes and systems to improve controls and increase efficiency, while ensuring that the Company maintains an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating activities, and migrating processes.

There were no changes in the Company's internal controls over financial reporting (as such term is defined under Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this ~~Quarterly~~ Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

Page 1614

PART II – OTHER INFORMATION

Item 6. Exhibits.
31.1		~~Section~~Rule ~~302~~13a-14(a) / 15d-14(a) Certification of Chief Executive Officer ~~and Chief Financial Officer~~
32.1		Section ~~906~~1350 Certification of Chief Executive Officer ~~and Chief Financial Officer~~

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	COL CHINA ONLINE INTERNATIONAL INC.
Date: November 18, 2010
		(Registrant)
	COL CHINA ONLINE INTERNATIOONAL INC.
Date: May 14, 2010	By:	/s/ Chi Keung Wong
	(Registrant)
		Chi Keung Wong
	By: /s/ Chi Keung Wong
		Chief Executive Officer and Chief Financial Officer
	Chi Keung Wong
		(Principal Executive Officer and Principal Accounting Officer)
	Chief Executive Officer and
	Chief Financial Officer
	(Principal Accounting Officer)

Page 1815

EXHIBIT INDEX

Exhibit No. Description
31.1		~~Section~~Rule ~~302~~13a-14(a) / 15d-14(a) Certification of Chief Executive Officer ~~and Chief Financial Officer~~
32.1		Section ~~906~~1350 Certification of Chief Executive Officer ~~and Chief Financial Officer~~

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