United States Securities and Exchange Commission
                            Washington, D.C. 20549

                                  Form 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
    1934

                 For the quarterly period ended September 30, 2000

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT

          For the transition period from           to
                                         ---------    ------------------

                       Commission File Number: 0-29285
                                               -------

                             ONLINE INNOVATION, INC.
                (Name of Small Business Issuer in its charter)

          Delaware                                         52-2058364
          --------                                         ----------
   (state or other jurisdiction of                  (I.R.S. Employer I.D. No.)
   incorporation or organization)

            1118 Homer Street, #218, Vancouver, British Columbia V6B 6L5
            ------------------------------------------------------------
                        (Address of principal executive offices)

                                     (604) 669-7564
                                     --------------
                                Issuer's telephone number

         -------------------------------------------------------------------
         Former name, former address, and former fiscal year, if changed
                                  since last report

Check whether the registrant (1) filed all reports required to be filed by
sections 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X]  No [  ]

                 APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                     PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.
YES [  ]  NO [  ] N/A

                          APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

As of November 7, 2000, the registrant's outstanding common stock consisted of
13,305,000 shares.

Transitional Small Business Disclosure Format (Check one):  YES [  ]  NO [X]

<PAGE>

                              ONLINE INNOVATION, INC.

                                 INDEX TO FORM 10QSB

PART I - FINANCIAL INFORMATION                                          PAGE NO.

   Item 1.     Financial Statements

   Item 2.     Management Discussion and Analysis
               or Plan of Operation

PART II - OTHER INFORMATION

   Item 1.     Legal Proceedings

   Item 2.     Changes in Securities

   Item 3.     Defaults Upon Senior Securities

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

   Item 5.     Other Information

   Item 6.     Exhibits and Reports on Form 8-K


SIGNATURES


EXHIBITS

<PAGE>



PART 1 - FINANCIAL INFORMATION

Item 1 - Financial Statements

Attached are the registrant's unaudited financial statements for the nine month
period ended September 30, 2000, with comparative figures for the nine month
period ended September 30, 1999, and the Independent Accountant's Report
thereon.

<PAGE>

                                MOEN AND COMPANY
                              CHARTERED ACCOUNTANTS
PO Box 10129
1400 IBM Tower
701 West Georgia Street                              Telephone:    (604)662-8899
Vancouver, BC   V7Y 1C6                                    Fax:    (604)662-8809

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


                         INDEPENDENT ACCOUNTANTS' REPORT



To the Directors and Shareholders of
Online Innovation, Inc. (A Delaware Corporation)
(A Development Stage Company)

We have reviewed the accompanying Balance Sheets of Online Innovation, Inc. (A
Delaware Corporation (A Development Stage Company) as of September 30, 2000, and
September 30, 1999 and the Statements of Profit and loss, Retained Earnings
(Deficit), Cash Flows and Stockholders' Equity for the three month periods then
ended.  These financial statements are the responsibility of the Company's
management.

We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants.  A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters.  It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole.  Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements for them to be in conformity
with generally accepted accounting principles.



                                                            /s/ Moen and Company


                                                           Chartered Accountants

Vancouver, British Columbia, Canada
October 31, 2000





<PAGE>

                              ONLINE INNOVATION, INC.
                             (A Delaware Corporation)
                           (A Development Stage Company)
                                   Balance Sheet
                                September 30, 2000
                                 (In U.S. Dollars)
                                   (Unaudited)
              (With Comparative Figures at September 30, 1999)
                                       ASSETS

                                                    2000                1999
                                              -------------       --------------
Current Assets
   Cash                                       $      10,225       $     266,682
   Prepaid expense                                    1,343                -
                                              -------------       --------------
                                                     11,568             266,682
                                              -------------       --------------
Deferred income tax (Notes 13 and 14)                52,500              42,000
                                              -------------       --------------
Fixed assets (Note 5)
   Computer equipment, at cost                      107,138                 511
   Less: accumulated depreciation                   (28,820)                (77)
                                              -------------       --------------
                                                     78,318                 434
                                              -------------       --------------
Computer software development
  (Note 2(d) and  6(b))
   Application development stage costs              400,000             400,000
                                              -------------       --------------
                                              $     542,386       $     709,116
                                              =============       ==============


                     LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
   Accounts payable and accrued               $       4,054       $       3,000
   Agreement payable - Stratford
    Internet Technologies (Note 6(b))                75,000             125,000
                                              -------------       --------------
                                                     79,054             128,000
                                              -------------       --------------
Shareholders' Equity
   Capital Stock (Note 3)
     Authorized:
       75,000,000 common shares at
         $0.001 par value
     Issued and outstanding
       13,468,333 common share
         (1999 - 12,705,000 shares) -
         par value                                   13,468              12,705
       Paid in capital in excess of
         par value of stock                       1,674,532           1,255,295
   Deficit accumulated during development
    stage (Note 1)                               (1,224,748)           (685,829)
   Cumulative translation                                80              (1,055)
                                              -------------       --------------
                                                    463,332             581,116
                                              -------------       --------------
                                              $     542,386       $     709,116
                                              =============       ==============

Approved on Behalf of the Board

  /s/ Chad D. Lee
------------------------------

  /s/ Marlene C. Schluter
------------------------------


            See Accompanying Notes and Independent Accountants' Report

<PAGE>

                              ONLINE INNOVATION, INC.
                             (A Delaware Corporation)
                           (A Development Stage Company)
                           Statement of Profit and Loss
                      Three Months Ended September 30, 2000
                                 (In U.S. Dollars)
                                   (Unaudited)
      (With Comparative Figures for Three Months Ended September 30, 1999)

                                      Cumulative From
                                       Inception Date
                                       of Aug 1, 1997       Three Months Ended
                                     to September 30,         September 30,
                                                      --------------------------
                                           2000           2000          1999
                                     ---------------- ------------  ------------
Administration Costs
   Compensation expense - stock
     options                           $     150,000   $     -     $       -
   Depreciation                               28,820        8,035          -
   Filing and transfer agent fees             14,622          512           822
   Financing costs                            22,550         -             -
   Management and consulting fees            359,227       17,568        40,500
   Office expenses, net                      100,046       13,149         7,649
   Option payment on mineral
     properties                               30,000         -             -
   Professional fees                          94,325       16,362         3,184
   Promotion, investor relations,                            -           11,002
    and investor communications               83,039         -             -
   Computer technology and
    website costs                            227,325         -             -
   Website marketing/Banner
    advertising costs                        154,766       42,961          -
   Travel expenses                            12,528         -             -
                                        ------------    ----------   ----------
                                          (1,277,248)      (98,587)     (63,157)
Deferred tax expense                          52,500          -            -
                                        ------------    ----------   ----------
Net loss for the period                $  (1,224,748)  $   (98,587) $   (63,157)
                                        ============    ==========   ==========

Net loss per share, basic and diluted
                                                       $     (0.01) $     (0.01)
                                                        ==========   ==========




             See Accompanying Notes and Independent Accountants' Report

<PAGE>

                              ONLINE INNOVATION, INC.
                             (A Delaware Corporation)
                           (A Development Stage Company)
                              Statement of Cash Flows
                      Three Months Ended September 30, 2000
                                 (In U.S. Dollars)
                                    (Unaudited)
        (With Comparative Figures for Three Months Ended September 30, 1999)

                                      Cumulative From
                                       Inception Date
                                       of Aug 1, 1997       Three Months Ended
                                     to September 30,         September 30,
                                                      --------------------------
                                           2000           2000          1999
                                     ---------------- ------------  ------------
Cash Provided by (Used for)
Operating Activities
   Net loss for the period             $  (1,224,748)  $   (98,587) $   (63,157)
   Items not requiring use of cash:
    Compensation on stock options            150,000          -            -
    Common shares issued for computer
     technology and website costs            200,000          -            -
    Depreciation                              28,820         8,035         -
   Cumulative translation                         80          -            -
   Changes in non-cash working
     capital items
    Prepaid expense                           (1,343)                      -
    Accounts payable and accrued
     increase                                  4,054       (19,153)     (21,108)
    Deferred income tax                      (52,500)         -            -
    Agreement payable                         75,000       (25,000)     125,000
                                        ------------    ----------   ----------
                                            (820,637)     (134,705)      40,735
                                        ------------    ----------   ----------

Investing Activities
   Computer software development            (400,000)         -        (400,000)
   Fixed assets purchased                   (107,138)         -            -
                                        ------------    ----------   ----------
                                            (507,138)         -        (400,000)
                                        ------------    ----------   ----------

Financing Activities
   Capital stock subscribed and
    issued                                 1,338,000        50,592         -
   Due to related parties                       -             -         (31,689)
                                        ------------    ----------   ----------
                                           1,338,000        50,592      (31,689)
                                        ------------    ----------   ----------
Increase in Cash During the Period            10,225       (84,113)    (390,954)
Cash, Beginning of Period                       -           94,338      657,636
                                        ------------    ----------   ----------

Cash, End of Period                    $      10,225   $    10,225  $   266,682
                                        ------------    ----------   ----------

             See Accompanying Notes and Independent Accountants' Report

<PAGE>

                              ONLINE INNOVATION, INC.
                             (A Delaware Corporation)
                           (A Development Stage Company)
                      Statement of Retained Earnings (Deficit)
                                September 30, 2000
                                 (In U.S. Dollars)
                                    (Unaudited)
         (With Comparative Figures for Three Months Ended September 30, 1999)

                                      Cumulative From
                                       Inception Date
                                       of Aug 1, 1997       Three Months Ended
                                     to September 30,         September 30,
                                                      --------------------------
                                           2000           2000          1999
                                     ---------------- ------------  ------------

Balance (deficit), beginning of period $        -      $(1,126,161) $  (622,672)

Net loss for the period                   (1,224,748)      (98,587)     (63,157)
                                        ------------    ----------   ----------
Balance (deficit), end of period       $  (1,224,748)  $(1,224,748) $  (685,829)
                                        ============    ==========   ==========



            See Accompanying Notes and Independent Accountants' Report



<PAGE>

                              ONLINE INNOVATION, INC.
                             (A Delaware Corporation)
                           (A Development Stage Company)
                         Statement of Stockholders' Equity
          From Date of Inception on August 1, 1997 to September 30, 2000
                                 (In U.S. Dollars)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                          Number of                    Additional        Total         Retained                     Total
                           Common           par         Paid-in         Capital        Earnings     Cumulative     Stockholders'
                           Shares          Value        Capital          Stock         (Deficit)    Translation     Equity
                     ------------------------------------------------------------------------------------------------------------
<S>                      <C>           <C>             <C>           <C>             <C>             <C>         <C>
Net loss for eleven
 month period ended
 June 30, 1998                                                                       $    (144,175)              $  (144,175)

Issued for cash,
 @$0.01 October 23,
 1997                     1,500,000    $    1,500      $   13,500    $   15,000                                       15,000

Issued for cash,
 @$0.001 May 8, 1997        500,000           500                           500                                          500

Issued for assignment
 of option on mineral
 properties, @$0.0035
 September 30, 1997       8,500,000         8,500          21,500        30,000                                       30,000
                     ------------------------------------------------------------------------------------------------------------
                         10,500,000        10,500          35,000        45,500           (144,175)                  (98,675)

Shares subscribed and
 fully paid and issued,
 @$0.50 April 6, 1999        85,000            85          42,415        42,500                                       42,500
                     ------------------------------------------------------------------------------------------------------------
Balance, June 30, 1998   10,585,000        10,585          77,415        88,000           (144,175)                  (56,175)

Net loss for year
 ended June 30, 1999                                                                      (478,497)                 (478,497)

Compensation on
 stock options                                            120,000       120,000                                      120,000

Cumulative translation                                                                               (1,055)          (1,055)

Issued for cash,
 @$0.50 April 6, 1999        20,000            20           9,980        10,000                                       10,000

Issued for cash,
 @$0.50 April 6, 1999       100,000           100          49,900        50,000                                       50,000

Issued for private
 business(note 7),
 @$0.50 April 2, 1999       400,000           400         199,600       200,000                                      200,000

Issued for cash(note
 14), @$0.50 April 15,
 1999                     1,600,000         1,600         798,400       800,000                                      800,000
                     ------------------------------------------------------------------------------------------------------------

Balance, June 30,
 1999                    12,705,000        12,705       1,255,295     1,268,000           (622,672)  (1,055)         644,273

Cumulative translation                                                                                  543              543

Shares subscribed and
 fully paid, @$0.50
 January 4, 2000            450,000           450         224,550       225,000                                      225,000

Net loss for year
 ended June 30, 2000                                                                      (503,489)                 (503,489)

Cumulative translation
 Issued for exercise of
 option @ $0.50
 March 13, 2000             100,000           100          49,900        50,000                                       50,000

Compensation on stock
 options                                                   30,000        30,000                                       30,000

Exercise of warrants
 @ $0.50 May 9, 2000         50,000            50          24,950        25,000                                       25,000

Exercise of warrants
 @ $0.50 June 16, 2000,
 unissued                    80,000            80          39,920        40,000                                       40,000
                     ------------------------------------------------------------------------------------------------------------

Balance, June 30, 2000   13,385,000        13,385       1,624,615     1,638,000         (1,126,161)    (512)         511,327

Exercise of warrants
 @$0.60 August 17,
 2000, unissued              83,333            83          49,917        50,000                                       50,000

Net loss for period
 ended Sept 30, 2000                                                                       (98,587)     592          (97,995)
                     ------------------------------------------------------------------------------------------------------------

Balance, September
 30, 2000                13,468,333        13,468       1,674,532     1,688,000         (1,224,748)      80          463,332
                     ============================================================================================================
</TABLE>

          See Accompanying Notes and Independent Accountants' Report

<PAGE>

                              ONLINE INNOVATION, INC.
                             (A Delaware Corporation)
                           (A Development Stage Company)
                           Notes to Financial Statements
                                 September 30, 2000
                                  (In U.S. Dollars)


Note 1.   BUSINESS OPERATIONS

a)   The Company was incorporated on May 7, 1997 under the Company Act of the
     State of Delaware, U.S.A. and commenced inception of business on August 1,
     1997.  The Company changed it's name from Micro Millennium, Inc. to Sinaloa
     Gold Corp. on October 16, 1997 and subsequently changed it's name from
     Sinaloa Gold Corp. to Online Innovation, Inc. on April 8, 1999.

b)   The Company is in its development stage in the internet/e-commerce
     industry as a website development company and was previously in the mining
     resource industry and has not generated any revenues from its planned
     operations. The deficit to September 30, 2000 has been accumulated during
     the development stage.

Note 2.   SIGNIFICANT ACCOUNTING POLICIES

a)   Administration Costs

     Administration costs are written off to operations when incurred.

b)   Translation of Foreign Currency

     The functional currency of the Company is the Canadian Dollar and the
     reporting currency is the United States Dollar.

     The assets, liabilities, and operations of the Company are expressed in the
     functional currency of the Company, the Canadian Dollar, in conformity with
     US GAAP, before they are translated into the reporting currency, the United
     States Dollar.

     Monetary assets and liabilities are translated at the current rate of
     exchange.

     The weighted average exchange rate for the period is used to translate
     revenue, expenses, and gains or losses from the functional currency to the
     reporting currency.

     The gain or loss on translation is reported as a separate component of
     stockholders' equity and not recognized in net income. Gains or losses on
     remeasurement are recognized in current net income.

     Gains or losses from foreign currency transactions are recognized in
     current net income.

     Fixed assets are measured at historical exchange rates that existed at the
     time of the transaction.

<PAGE>

                              ONLINE INNOVATION, INC.
                             (A Delaware Corporation)
                           (A Development Stage Company)
                           Notes to Financial Statements
                                 September 30, 2000
                                  (In U.S. Dollars)

Note 2.   SIGNIFICANT ACCOUNTING POLICIES (cont'd)
          (b) Translation of Foreign Currency (cont'd)

      Depreciation is measured at historical exchange rates that existed at the
      time the underlying related asset was acquired.

      An analysis of the changes in the cumulative translation adjustment as
      disclosed as part of stockholders' equity, is as follows:


                                               Three Months Ended
                                                  September 30,
                                          ----------------------------
                                             2000              1999
                                          ----------         ---------
              Beginning balance           $   (1,055)        $    -
              Changes during the period        1,135            (1,055)
                                          ----------         ---------
              Ending balance              $       80         $  (1,055)
                                          ==========         =========

     Capital accounts are translated at their historical exchange rates when the
     capital stock is issued.

     The effect of exchange rate changes on cash balances is reported in the
     statement of cash flows as a separate part of the reconciliation of change
     in cash and cash equivalents during the year.

  c) Comparative Figures

     These audited annual financial statements also include comparative figures
     for three months ended September 30, 1999.

  d) Amortization of Computer Software
     Development - Application Development Stage Costs

     The company is in the application development stage relating to the
     development of computer software, and accordingly, costs are capitalized.
     When the company is in the post-implementation / operation stage costs will
     be expensed as incurred.

     Amortization of computer software costs of $400,000 will commence when the
     software service is available to be marketed. The amortization period is
     for twenty-six months on a straight-line basis. The software is not
     available to be marketed as at September 30, 2000 and therefore no
     amortization of this cost has been charged to operations for the three
     month period ended September 30, 2000.

<PAGE>

                              ONLINE INNOVATION, INC.
                             (A Delaware Corporation)
                           (A Development Stage Company)
                           Notes to Financial Statements
                                 September 30, 2000
                                  (In U.S. Dollars)

Note 3.   CAPITAL STOCK

  a) Authorized: 75,000,000 common shares at $0.001 par value.

  b) Common shares issued and outstanding are as follows:

                                                     Shares               $
                                                   ----------         ---------
                      Balance, June 30, 2000       13,305,000        $1,598,000
                       Subscribed June 16, 2000
                         but unissued (d)              80,000            40,000
                                                   ----------         ---------
                                                   13,385,000         1,638,000
                      Subscribed August 17, 2000
                        but unissued (d)               83,333            50,000
                                                   ----------         ---------
                      Balance, September 30, 2000  13,468,333         1,688,000
                                                   ==========         =========

  c) Warrants outstanding
     There are 950,000 common share purchase warrants outstanding as at
     September 30, 2000 that can be exercised at $0.60 per share to April 14,
     2001.

  d) 163,333 of the shares, in (b) above, have not been issued by the transfer
     agent at September 30, 2000, who confirms that 13,305,000 common shares, in
     total, have been issued to that date.

Note 4.   RELATED PARTY TRANSACTIONS:

  a) (i)  Pursuant to a management agreement effective November 1, 1998, the
     Company pays $2,500 per month to MCS Management Ltd., a company wholly
     owned by Ms. Marlene C. Schluter, Director, Secretary, and Treasurer of the
     Company, for management services provided to the Company by MCS Management
     Ltd.
     (ii) Pursuant to a management agreement effective July 1, 1999, the Company
     pays $2,500 per month to Netgain Management Solutions Inc., a company
     wholly owned by Mr. Chad D. Lee, President, Chief Financial Officer, CEO,
     and Director of the Company.

     Payments of the above for three months ended September 30, 2000, total as
     follows:
                        MCS Management Ltd.               $    7,500
                        Netgain Management Solutions Inc.      7,500
                                                          ----------
                                                          $   15,000
                                                          ==========

  b) Ms. Marlene Schluter and Mr. Chad Lee were reimbursed for office costs paid
     on behalf of the Company, of $1,682.43 and $4,207.44, respectively, during
     three months ended September 30, 2000.

  c) Directors and Officers of the Company are beneficial owners of common
     shares of the Company, as follows, at September 30, 2000:
                        Chad D. Lee                 5,500,000 common shares
                        Marlene C. Schluter         2,500,000 common shares
                                                    ---------
                                                    8,000,000
                                                    =========

<PAGE>

                              ONLINE INNOVATION, INC.
                             (A Delaware Corporation)
                           (A Development Stage Company)
                           Notes to Financial Statements
                                 September 30, 2000
                                  (In U.S. Dollars)

Note 5   FIXED ASSETS - COMPUTER EQUIPMENT

     The Company depreciates its computer equipment using the declining-balance
     basis at the rate of 30% per annum.

     The cost and accumulated depreciation are as follows:

                                                       September 30,
                                                  ----------------------
                                                     2000       1999
                                                  ---------    ---------
                     Cost                         $ 107,138    $     511
                     Accumulated depreciation       (28,820)         (77)
                                                  ---------    ---------
                     Net balance                  $  78,318    $     434
                                                  =========    =========

Note 6.   COMPUTER TECHNOLOGY AND WEBSITE COSTS

  a) Acquisition From Online Innovation

     i)    The Company by resolution dated April 2, 1999, acquired from Online
           Innovation, a non-reporting private Canadian unincorporated entity,
           100% interest in all of its proprietary and intellectual property
           associated with its business plan and concepts and its world wide web
           site domain name: www.virtuallydating.com.

     ii)   Consideration for this purchase is the issuance of 400,000 common
           shares of the Company at a price of $0.50 per share. These shares
           were issued on June 2, 1999 and the amount of $200,000 has been
           included as an expense of operations for the year ended June 30,
           1999.

     iii)  Online Innovation has not had any historical revenue or expenses; it
           also has no liabilities and the only asset is a business plan and
           concepts and the abovementioned world wide web site domain name.



<PAGE>

                              ONLINE INNOVATION, INC.
                             (A Delaware Corporation)
                           (A Development Stage Company)
                           Notes to Financial Statements
                                 September 30, 2000
                                  (In U.S. Dollars)


Note 6.   COMPUTER TECHNOLOGY AND WEBSITE COSTS (cont'd)

  b) Agreement with Stratford Internet Technologies.

     By agreement dated July 30, 1999 between the Company and Stratford Internet
     Technologies ("Stratford"), Stratford has been engaged to create, maintain,
     upgrade and supply artwork, computer files, and coding for a website at
     www.virtuallydating.com for the amount of $400,000 US, which is capitalized
     -----------------------
     in these financial statements, and 300,000 common shares of the Company.
     The payment schedule is as follows:

     i)    a deposit of $275,000 US was paid upon delivery of the contract, and
           additional payments totaling $50,000 have been paid.
     ii)   the balance of $75,000 US represents the expenditure for completion
           of development of and roll out of the website which is due upon
           completion of development of the website and the Company raising
           secondary financing. The Company has received $225,000 US to December
           31, 1999 on the exercise of 450,000 share purchase warrants. The
           obligation to pay $75,000 US to Stratford is disclosed as a current
           liability as at September 30, 2000, as it is expected to be paid
           within the next twelve months, and the cost is carried as a deferred
           development expense until the website is completed.
     iii)  the issuance of 300,000 common shares, restricted under Rule 144,
           which will bear a one year tradable restriction upon contract
           delivery. The obligation to issue these shares has not been recorded
           in these financial statements but is disclosed as a contingent
           liability in Note 15.

Note 7.   LEASE OBLIGATIONS

  a) Computer Lease
     On June 1, 1999, the Company entered into a 36 month lease with Leasing
     Solution (Canada) Inc. for computer equipment to be used by the Company.
     Lease payments are expensed as they are incurred. Lease obligations are as
     follows:

                      Balance of Fiscal Year Ending June 30,
                                    2001     CAD$   1,203
                                    2002     CAD$   1,213


<PAGE>

                              ONLINE INNOVATION, INC.
                             (A Delaware Corporation)
                           (A Development Stage Company)
                           Notes to Financial Statements
                                 September 30, 2000
                                  (In U.S. Dollars)


Note 7. LEASE OBLIGATIONS (cont'd)

  b) Lease of Premises
     The Company entered into a lease for offices on April 1, 1998 with 535424
     BC Ltd. for three years for monthly rent and costs of CAD$827.63 plus GST.
     This agreement was terminated on October 31, 1999.

  c) Lease of Premises
     The Company entered into a lease for offices on November 1, 1999 with
     570679 BC Ltd. for two years for monthly rent and costs of CAD$1,987.50,
     with an option to renew for a third year.

     The first and the last month rent of CAD$3,975.00 (CAD$1,987.50 X 2) is due
     at the time of signing. $1,343 US is recorded as prepaid expense as at
     September 30, 2000.

Note 8   COMPENSATION/STOCK OPTION/DEFERRED COMPENSATION ARRANGEMENT

  a) The Company does not have a stock option plan or deferred compensation
     plan as at September 30, 2000.
  b) No liability for potential pension costs has been recorded at September
     30, 2000.

Note 9   NET LOSS PER SHARE

     Net loss per common share is computed by dividing net loss by the weighted
     average of shares outstanding during the period.

Note 10   INCOME TAXES

     The Company has losses carried forward to future years of $1,225,499. The
     potential tax benefit has not been recorded, as an equivalent reserve has
     been provided due to uncertainty of application of the losses.

Note 11 FINANCIAL INSTRUMENTS

     The Company's financial instruments consist of cash, prepaid expense,
     accounts payable and agreement payable. It is management's opinion that the
     Company is not exposed to significant interest, currency or credit risks
     arising from these financial instruments. The fair value of these financial
     statements approximates their carrying values.

<PAGE>


                              ONLINE INNOVATION, INC.
                             (A Delaware Corporation)
                           (A Development Stage Company)
                           Notes to Financial Statements
                                 September 30, 2000
                                  (In U.S. Dollars)


Note 12 PRIVATE PLACEMENT

  a) By resolution dated April 15, 1999, the directors determined to effect a
     private placement to total 3.2 million common shares of the Company at a
     price of $0.50 per share with one share purchase warrant entitling the
     buyer to purchase one additional common share of the Company at a purchase
     price of $0.50 per common share at any time prior to the first anniversary
     of the date of acceptance on April 15, 1999 (expired) or at a purchase
     price of $0.60 per common share at any time after the first anniversary but
     prior to the second anniversary of the acceptance.

  b) Of the above placement, the Company received subscriptions for 1,600,000
     common shares and received $800,000. An Issuance Resolution covering the
     issuance of these shares was approved by the Company on June 22, 1999.
     There are 1,050,000 common share purchase warrants outstanding at September
     30, 2000.

Note 13 CONSULTING AGREEMENTS

  a) Fortune Capital Management (USA) Inc.

     By agreement dated March 31, 1999, the Company agreed to retain Fortune
     Capital Management (USA) Inc. as a consultant to provide corporate finance
     services and related office administration services to the Company for a
     consultant fee of $6,000 per month, for a period of one year commencing on
     the date of this agreement. The term of this agreement may only be extended
     by the written agreement of the Company and the consultant. The Company may
     terminate the agreement at its option upon the breach by the consultant of
     its obligations pursuant to the agreement provided that the Company has
     given written notice of default to the consultant and the consultant has
     failed to remedy the default within 30 days of receipt of written notice
     from the Company. The consultant may terminate the agreement at any time
     upon thirty days written notice to the Company. The agreement may not be
     assigned by the consultant without the prior written consent of the
     Company. This agreement expired on February 28, 2000.

  b) The Pinnacle Group

     i)    By agreement dated April 14, 1999, the Company appointed The Pinnacle
           Group as the company's financial public relations advisor for a
           period of six months commencing May 1, 1999 for $3,500 per month to
           develop and execute an investor relations/financial communications
           program. This agreement was cancelled in July 1999.


<PAGE>

                              ONLINE INNOVATION, INC.
                             (A Delaware Corporation)
                           (A Development Stage Company)
                           Notes to Financial Statements
                                 September 30, 2000
                                  (In U.S. Dollars)

Note 13 CONSULTING AGREEMENTS (cont'd)

  c) 535424 BC Ltd.

     By agreement dated April 1, 1999, the Company has engaged 535424 BC Ltd. to
     provide the Company with professional marketing, research and developmental
     services at a total cost of $2,500 per month. The Company terminated this
     contract on May 5, 2000.

  d) National Financial Communications Corp.

     (i)    By agreement dated February 1, 2000, the company engaged National
            Financial  Communications Corp., an arm's length company, to render
            public relations and communication services for a period of one year
            commencing February 1, 2000 and terminating February 1, 2001, at
            $10,000 per month. The amount of $20,000 has been incurred to March
            31, 2000. By mutual agreement the services were suspended in April
            2000 until the company becomes fully reporting. As part of the
            agreement, National Financial Communications Corp. is granted the
            following options on February 1, 2000 to purchase shares of the
            company, exercisable, commencing February 1, 2000, and expiring
            January 31, 2003.  February 1, 2000 is the measurement date and the
            vesting date. There are five options for 50,000 shares each at
            prices of $2.00, 3.00, 4.00, 5.00, 7.00 per share, respectively.

     (ii)   The compensation of $30,000 is expensed in these financial
            statements. The options are nonforfeitable.
                Option price of 50,000 shares at $2.00 per share   $ 100,000
                Market price at date of issuance of option -
                   50,000 shares at $2.60                            130,000
                Compensation added to paid-in capital              $  30,000
                                                                 -----------
                Deferred income tax - 35% of $30,000               $  10,500
                                                                 ===========

Note 14 STOCK OPTIONS

  a) As at February 2, 1999 the Company granted to Fordee Management Company
     with stock options to purchase 400,000 common share of the Company at a
     price of $0.20 per share with the expiry date of October 3, 2002. These
     options are outstanding as at September 30, 2000.

  b) Fordee Management Company is an unrelated third party


<PAGE>

                              ONLINE INNOVATION, INC.
                             (A Delaware Corporation)
                           (A Development Stage Company)
                           Notes to Financial Statements
                                 September 30, 2000
                                  (In U.S. Dollars)


Note 14 STOCK OPTIONS (cont'd)

  c) The compensation of $120,000 applicable to issuance of this option was
     expensed in the year ended June 30, 1999, and was added to paid-in capital,
     computed as follows:

            Option price of 400,000 shares at $0.20 per share   $   80,000
            Market price at date of issuance of option             400,000
               shares at $0.50 per share                           200,000
                                                                 ---------
            Compensation added to paid-in capital               $  120,000
                                                                 =========
            Deferred income tax - 35% of $120,000               $   42,000
                                                                 =========

Note 15 CONTINGENT LIABILITIES

  a) Liability to issue common shares
     By agreement dated July 30, 1999 as outlined in Note 6(b), above, the
     Company engaged Stratford Internet Technologies to design and maintain an
     e-commerce website for the Company. An additional obligation of the
     Company, in this agreement, is the obligation to issue 300,000 common
     shares upon completion of the website. As the website had not been
     completed by September 30, 2000, these shares are not recorded as at that
     date and no paid up cost or value related thereto has been recorded in
     these financial statements.

  b) Terminated Mexican property option agreement

     The Company held the option to acquire an interest in subsurface mineral
     rights on four mineral properties located in the State of Sinaloa, Mexico.
     The interest was acquired by way of assignment of all rights under an
     option agreement between CL Communications Group, (an unincorporated entity
     wholly owned by the president of the Company) and the owner of the interest
     in the mineral properties [see note 2(a) and note 4(d)]. The option
     agreement was entered into on September 30, 1997. The rights under the
     option agreement were assigned to the Company by CL communications Group on
     the same day. The owner of the mineral properties is an unrelated third
     party. The terms of the option agreement were set out in part in a written
     agreement. Some of the terms were agreed upon verbally between the parties.
     The option agreement required the Company to pay a total of $900,000 in
     staged payments over three years, to incur exploration and development
     expenditures on the properties of $4,500,000 and to issue 3,000,000 shares
     to the property owner upon signing of a formal joint venture agreement
     between the parties. Other than an initial cash payment of $30,000 (which
     was made by CL Communications Group and for which the Company issued
     8,500,000 shares to CL Communications Group), the cash and share payments
     and exploration expenditures were to be made solely at the Company's
     discretion.

<PAGE>

                              ONLINE INNOVATION, INC.
                             (A Delaware Corporation)
                           (A Development Stage Company)
                           Notes to Financial Statements
                                 September 30, 2000
                                  (In U.S. Dollars)

Note 15 b) Terminated Mexican property option agreement (cont'd)

     If the Company chose not to make further payments, it would earn no
     interest in the properties. Management determined that, under the economic
     conditions prevailing at the time, development of the mineral properties
     was not economically feasible. As a result, the Company chose not to make
     further payments and, therefore, earned no interest in the properties. The
     Company has been advised by its counsel that the written agreement could be
     construed as an agreement of purchase and sale, in which case the Company
     could be held liable to make full payment and incur the required
     exploration and development expenditures as set out above. Management of
     the Company is of the opinion that the likelihood of such an assertion
     being made and upheld is remote. Management is, therefore, of the view that
     it has no further obligations relating to the option agreement and,
     accordingly, no liabilities are recorded in these financial statements
     relating to this matter.

Note 16   SUBSEQUENT EVENTS
          Lawsuit Against Directors, Officers, and Third Parties

     On October 4, 2000, Mr. Darin Wong and 535424 B.C. Ltd. (a private company
     owned by Mr. Wong) (collectively, the "Plaintiffs") filed a statement of
     claim in the British Columbia Supreme Court against Mr. Chad Lee, Director,
     President and CEO of the Company, Ms. Marlene C. Schluter, Director,
     Secretary and Treasurer of the Company, Ms. Sharmen Vigouret and Mr.
     Stanley Ross (collectively, the "Defendants"). 535424 B.C. Ltd was formerly
     retained by the Company to provide consulting services to the Company. The
     Plaintiffs are suing the Defendants for breach of contract, repudiation,
     breach of trust and/or conversion of shares. In their statement of claim,
     the Plaintiffs allege that Mr. Wong was induced by the Defendants to
     transfer 603,400 common shares in the capital stock of the Company owned by
     Mr. Wong to the Defendants on the basis of an oral agreement which the
     Plaintiffs allege they entered into with the Defendants. The Plaintiffs
     allege that pursuant to the oral agreement they were to be entitled to
     participate in the management and development of the Company and to be paid
     remuneration for their services. The Plaintiffs also allege that the
     Defendants represented that they would place their respective equity
     holdings in the Company (including the 603,400 shares the Plaintiffs
     allege Mr. Wong transferred to the Defendants) into an offshore account,
     jointly direct and control the trading and disposition of shares subject to
     a pooling agreement and participate equally in the resulting profits. The
     Plaintiffs further claim that since May, 2000, the Defendants have excluded
     the Plaintiffs from participation in the Company's business, caused the
     Company to cancel the consulting agreement between the Company and 535424
     B.C. Ltd., denied the existence of any oral agreement or any pooling
     agreement between the Plaintiffs and the Defendants and refused to
     acknowledge that Mr. Wong has any interest in the shares which Mr. Wong
     alleges he transferred to the Defendants.

<PAGE>

                              ONLINE INNOVATION, INC.
                             (A Delaware Corporation)
                           (A Development Stage Company)
                           Notes to Financial Statements
                                 September 30, 2000
                                  (In U.S. Dollars)

Note 16   SUBSEQUENT EVENTS
          Lawsuit Against Directors, Officers, and Third Parties (cont'd)

     The allegations set out in the Plaintiffs' statement of claim have not been
     proven in Court. The Defendants filed their Statement of Defence in the
     British Columbia Supreme Court on October 23, 2000. In their defence, the
     Defendants deny all allegations made by the Plaintiffs in their Statement
     of Claim. In particular, the Defendants deny the existence of any oral
     agreement, pooling agreement or offshore account. The Statement of Defence
     further pleads that Chad Lee and Marlene C. Schluter terminated the
     consulting agreement between the Company and 535424 B.C. Ltd. in accordance
     with the provisions of the consulting agreement.

     The Company has not been named as a Defendant in the action and no claims
     have been made against the Company for breach of consulting agreements or
     other agreements or for any other matters. Management of the Company is of
     the opinion that this action will not have a material affect on the
     Company.


<PAGE>

Item 2 - Management Discussion and Analysis or Plan of Operation

General

Online Innovation, Inc. (the "Company") is a website development company. The
Company developed a website designed to facilitate social interaction between
single adults, with an emphasis on entertainment and matchmaking. The Company's
business is conducted almost exclusively through its website,
www.virtuallydating.com. The Company launched its website subsequent to its
year end of June 30, 2000. Although it is fully operational, the Company is
continuing to improve the website's performance and new features are being
developed.

The Company is also focusing on marketing activities. Membership drives and
other marketing activities are the primary components of the Company's
activities. It is anticipated that marketing expenses will be the Company's
most significant expenses in the 12 months subsequent to the launch of the
website.

Forward Looking Statements

All statements, other than statements of historical facts, included in this
report that address activities, events or developments that the Company expects,
believes, intends or anticipates will or may occur in the future, are
forward-looking statements. Forward-looking statements are inherently subject
to risks and uncertainties, many of which cannot be predicted with accuracy and
some of which might not even be anticipated. Future events and actual results,
financial and otherwise, could differ materially from those set forth in or
contemplated by the forward-looking statements herein. These risks and
uncertainties include, but are not limited to, the Company's reliance on current
revenues; the uncertainties associated with the introduction of new
products/services; management of growth, including the ability to attract and
retain qualified employees; the ability to integrate acquisitions made by the
Company and the costs associated with such acquisitions; dependence on its chief
executive officer; substantial competition from larger companies with greater
financial and other resources than the Company; the success of its marketing
strategy; its dependence on suppliers for some of its products; currency
fluctuations and other risks associated with foreign sales and foreign
operations; quarterly fluctuations in revenues, income and overhead expense; and
potential product liability risk associated with its existing and future
products. Readers are cautioned not to put undue reliance on forward-looking
statements. The Company disclaims any intent or obligation to update publicly
these forward-looking statements, whether as a result of new information, future
events or otherwise.

Marketing Strategies

Management believes that marketing will be the key to the Company's success in
the short term and in the long term. As a result, management intends to focus
much of its energies in the upcoming 12 months on marketing activities. The
Company intends to advertise online, through print media and possibly, depending
on the resources available, through television, radio and billboards. The goal
is to capture, at a minimum, 50,000 subscribing members in each of the three
years following the launch of the website, which occurred in July 2000, for a
total of 150,000 members within three years of launch. As of November 3, 2000,
the Company had 22,676 members. The target market for the Company's service is
single adults, aged 18-49, with basic computer skills and access to the
internet. The Company intends to focus on the North American market in the
short term and consider other markets at a later date.

<PAGE>


Online Advertising

Online advertising can take a number of different forms. Banner advertising is
the most common form. Banner advertisements are small banners which appear on
the perimeter of another Company's website and provide information about the
advertising company. Generally, a link to the advertising company's website
will be provided. The Company is placing banner advertisements on those
websites which management believes will enable the Company to most effectively
reach its target market.

Affiliations with other websites also provide an avenue for marketing for
internet companies. Companies with similar markets can form various types of
strategic alliances to promote one another's products and services. The key
component is usually a link to the affiliate company's website. By forging
strategic partnerships with key industry players, the Company hopes to be able
to increase traffic on its website.

Another form of online advertising being considered by the Company involves
sponsoring e-mails or newsletters sent by other internet companies. Through
payment of a sponsorship fee, the Company would be shown as the sponsor of a
particular e-mail or newsletter sent by an entity to its members. By selecting
an entity with a large membership, the Company can reach large target markets.
A message identifying the sponsor and a link to the sponsor's website are
provided.

Management is exploring the various forms of online advertising available and
focusing its initial energy on this sector because of the relatively low cost
and the ability to reach its target market (i.e. personal computer users)
effectively. It will, however, assess other marketing tools and utilize those
which it feels will enable it to reach its target market in the most efficient
and cost effective manner.

Print Media, T.V., Radio and Billboards

While management is of the view that online advertising is the most
cost-effective marketing tool, it also believes that other, more traditional
methods of marketing will be effective and must be developed to the fullest
extent possible. It envisions placing advertisements in the personals sections
of major newspapers and in high circulation magazines with general readership to
brand the VirtuallyDating name and to expose the Company to a wider audience.
Determination as to whether these types of advertisements will be placed will
depend on funds available in the upcoming 12 months. In addition,
advertisements on television, radio and on billboards will be considered and
utilized if the Company has the capital available to purchase advertising
space/time from these sources.

Cash Requirements

The Company currently has sufficient working capital to meet its operating
requirements until November 30, 2000. Management will be seeking to arrange
additional equity financing for the Company in the upcoming months. Any
additional funds raised will likely be utilized for marketing, website
development and maintenance and for general and administrative expenses. The
quantity of funds to be raised and the terms of any equity financing to be
undertaken will be negotiated by the Company's management as opportunities to
raise funds arise. The Company will be required to incur an additional $75,000
in expenditures to complete the development and roll out of its website. This
represents the balance of the fees which the Company is required to pay to its
website development consultants in connection with the development of the
Company's website. The Company paid its website development consultants $50,000

<PAGE>

in its last quarter. The balance is payable upon completion of development of
the website and, if necessary, upon completion of appropriate financing by the
Company.

Specific plans related to marketing and any additional website development which
may occur in the upcoming months will be devised once financing has been
completed and management knows what funds will be available for these purposes.
If additional financing is unavailable, the Company will, to the extent
possible, rely on revenue generated from memberships and other sources
identified above to meet its financial needs. There is no guarantee, however,
that revenues from ongoing operations will be sufficient to meet the Company's
working capital requirements on an ongoing basis.

Additional Website Development

The Company intends to continue to develop new features which will make the
website more attractive to prospective members. Proposed features may include
the development of live video chat functions for members whose personal
computers have the capacity to perform video conferencing/interaction. In
addition, the Company intends to create a webpage entitled "Hey Bartender" which
would provide recipes for alcoholic cocktails. Members would be invited to post
their own favorite recipes on the page. Another section entitled "Postcards
From Stanley" may be created. This section would feature travel reviews of
destinations geared towards singles.

The Company recently launched an "Avatar Poker" game. An avatar is a
personalized caricature which represents the member throughout the site. The
avatar serves to introduce members to other members and provide another way in
which the members can express themselves. The "Avatar Poker" game is an
interactive game that permits four players to play with one another. The
players/members participating in the poker game are represented by their avatar.

Purchase of Equipment

At this time, the Company does not anticipate the purchase of any significant
equipment.

Employees

The Company currently has no full or part time employees. The Company retains
consultants to provide it with services related to the administration,
management and development of the Company. At this time, the Company does not
anticipate any significant changes in staffing.


PART II - OTHER INFORMATION

Item 1 - Legal Proceedings

There are no legal proceedings reportable pursuant to this section. As of the
date of this report, the Company has not been served with notice of any legal
proceedings and does not contemplate undertaking any legal proceedings.

On October 4, 2000, Mr. Darin Wong and 535424 B.C. Ltd. (a private company owned
by Mr. Wong) (collectively, the "Plaintiffs") filed a statement of claim in the

<PAGE>

British Columbia Supreme Court against Mr. Chad Lee, Director, President and CEO
of the Company, Ms. Marlene C. Schluter, Director, Secretary and Treasurer of
the Company, Ms. Sharmen Vigouret and Mr. Stanley Ross (collectively, the
"Defendants"). 535424 B.C. Ltd was formerly retained by the Company to provide
consulting services to the Company. The Plaintiffs are suing the Defendants for
breach of contract, repudiation, breach of trust and/or conversion of shares.
In their statement of claim, the Plaintiffs allege that Mr. Wong was induced by
the Defendants to transfer 603,400 common shares in the capital stock of the
Company owned by Mr. Wong to the Defendants on the basis of an oral agreement
which the Plaintiffs allege they entered into with the Defendants. The
Plaintiffs allege that pursuant to the oral agreement they were to be entitled
to participate in the management and development of the Company and to be paid
remuneration for their services. The Plaintiffs also allege that the Defendants
represented that they would place their respective equity holdings in the
Company (including the 603,400 shares the Plaintiffs allege Mr. Wong transferred
to the Defendants) into an offshore account, jointly direct and control the
trading and disposition of shares subject to a pooling agreement and participate
equally in the resulting profits. The Plaintiffs further claim that since May,
2000, the Defendants have excluded the Plaintiffs from participation in the
Company's business, caused the Company to cancel the consulting agreement
between the Company and 535424 B.C. Ltd., denied the existence of any oral
agreement or any pooling agreement between the Plaintiffs and the Defendants and
refused to acknowledge that Mr. Wong has any interest in the shares which Mr.
Wong alleges he transferred to the Defendants.

The allegations set out in the Plaintiffs' statement of claim have not been
proven in Court. The Defendants filed their Statement of Defence in the British
Columbia Supreme Court on October 23, 2000. In their defence, the Defendants
deny all allegations made by the Plaintiffs in their Statement of Claim. In
particular, the Defendants deny the existence of any oral agreement, pooling
agreement or offshore account. The Statement of Defence further pleads that
Chad Lee and Marlene C. Schluter terminated the consulting agreement between the
Company and 535424 B.C. Ltd. in accordance with the provisions of the consulting
agreement.

The Company has not been named as a Defendant in the action and no claims have
been made against the Company for breach of consulting agreements or other
agreements or for any other matters. Management of the Company is of the
opinion that this action will not have a material affect on the Company.
Item 2 -Change in Securities

No instruments defining the rights of the holders of any class of registered
securities were modified during the period covered by this report. No rights
evidenced by any class of registered securities were materially limited or
qualified by the issuance or modification of any other class of securities
during the period covered by this report.

On April 15, 1999, the Company completed a sale of 1,600,000 units at a price of
$0.50 per unit. Each unit consisted of one share of the Company's common stock
and one share purchase warrant. Each share purchase warrant is exercisable for
a term of 2 years and entitles the holder to purchase one share of the Company's
common stock at a price of $0.50 until April 15, 2000 or at a price of $0.60 any
time after April 15, 2000 but before April 15, 2001. The offering was made
without registration under the Securities Act in reliance on the exemption from
registration provided by sections 4(2) and 3(b) of the Securities Act and by
Regulation D promulgated thereunder.

<PAGE>

On January 4, 2000, a total of 450,000 shares were issued by the Company
pursuant to the exercise of share purchase warrants issued in conjunction with
the unit offering. On March 13, 2000, a total of 100,000 shares were issued by
the Company pursuant to the exercise of share purchase warrants issued in
conjunction with the unit offering. As of September 30, 2000, the Company did
not issue any additional shares pursuant to the exercise of share purchase
warrants issued in conjunction with the unit offering. Therefore, there were
1,050,000 common share purchase warrants outstanding as at September 30, 2000.

Item 3 - Defaults Upon Senior Securities

There have been no material defaults in the payment of principal, interest,
sinking or purchase fund installments or any other material defaults with
respect to indebtedness of the Company exceeding 5% of the total assets of the
Company.

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

No matters have been submitted to a vote of security holders during the period
covered by this report, through the solicitation of proxies or otherwise.

Item 5 - Other Information

There is no information reportable pursuant to this section.

Item 6 - Exhibits and Reports on Form 8-K

(a)   Exhibits

   15   Letter on Unaudited Financial Information

   27   Financial Data Schedule

(b)   No reports on form 8-K were filed during the period covered by this
report.



<PAGE>

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.


Date: November 8, 2000                                ONLINE INNOVATION, INC.
      -------------------------
                                                            (Registrant)


                                                       By: /s/ Chad D. Lee
                                                          --------------------
                                                          Chad D. Lee, President


<PAGE>