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

                                   Form 10-QSB/A
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
    1934
                  For the quarterly period ended March 31, 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 [  ]  No [X]

                  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 May 15, 2000 the registrant's outstanding common stock consisted of
13,255,000 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 March 31, 2000, with comparative figures for the nine month period
ended March 31, 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)
(formerly Sinaloa Gold Corp.)
(A Development Stage Company)

We have reviewed the accompanying Balance Sheets of Online Innovation, Inc. (A
Delaware Corporation) (formerly Sinaloa Gold Corp.) (A Development Stage
Company) as of March 31, 2000 and March 31, 1999, and the Statements of Profit
and loss, Retained Earnings (Deficit), Cash Flows and Stockholders' Equity for
the nine 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.


                                                          "Moen and Company"


                                                           Chartered Accountants

Vancouver, British Columbia, Canada
May 12, 2000

<PAGE>


                            ONLINE INNOVATION, INC.
                         (formerly Sinaloa Gold Corp.)
                            (A Delaware Corporation)
                          (A Development Stage Company)
                                Balance Sheet
                               March 31, 2000
                             (In U.S. Dollars)
                                (Unaudited)
                (With Comparative Figures at March 31, 1999)


                                    ASSETS               2000          1999
                                                         ----          ----
Current Assets
  Cash                                                $ 195,037      $   1,035
  Prepaid expense                                         3,358           --
                                                       --------       --------
                                                        198,395          1,035
Deferred tax asset (Note 14)                             42,000           --
Fixed assets
  Computer equipment (Note 5)                            93,106           --
Computer software development (Note 6(b))
  Application development stage costs                   400,000           --
                                                       --------       --------
                                                      $ 733,501      $   1,035
                                                       ========       ========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
  Accounts payable                                    $  18,160      $  14,417
  Loans, unsecured, non interest bearing and
   with no specific terms of repayment                     --           32,358
  Due to related parties (Notes 3 and 4)                   --           40,000
  Agreement payable - Stratford Internet
   Technologies (Note 6(b))                             125,000           --
                                                       --------       --------
                                                        143,160         86,775
                                                       --------       --------
Stockholders' Equity
  Capital Stock (Note 3)
    Authorized:
      75,000,000 common shares at $0.001 par value
    Issued and outstanding-13,255,000 common shares
      (1999 - 10,585,000 common shares)                  13,255         10,585
    Paid in capital in excess of par value of stock   1,529,745         77,415
  Deficit accumulated during development stage
    (note 1)                                           (952,147)      (173,740)
  Cumulative translation                                   (512)          --
                                                       --------       --------
                                                        590,341        (85,740)
                                                       --------       --------
                                                      $ 733,501      $   1,035
                                                       ========       ========
Approved on Behalf of the Board

/s/ Chad D. Lee              , Director
----------------------------

/s/ Marlene C. Schluter"     , Director
----------------------------







           See Accompanying Notes and Independent Accountants' Report

<PAGE>

                            ONLINE INNOVATION, INC.
                         (formerly Sinaloa Gold Corp.)
                            (A Delaware Corporation)
                          (A Development Stage Company)
                          Statement of Profit and Loss
                        Nine Months Ended March 31, 2000
                                 (In U.S. Dollars)
                                    (Unaudited)
           (With Comparative Figures for Nine Months Ended March 31, 1999)


                                                         2000          1999
                                                         ----          ----

Administration Costs
  Depreciation                                        $  12,762      $    --
  Filing and transfer agent fees                          6,872          1,256
  Financing costs                                          --            3,300
  Management and consulting fees                        116,000          3,500
  Office expenses, net                                   42,376         17,208
  Professional fees                                      31,834          2,651
  Promotion, investor relations, and investor
     communications                                      68,819          1,650
  Computer technology and software development
    preliminary development stage costs                   7,203           --
  Website marketing/Banner advertising costs             38,345           --
  Travel expenses                                         5,264           --
                                                       --------       --------
Net loss for the period                               $(329,475)     $ (29,565)
                                                       ========       ========

Net loss per share, basic and diluted                 $   (0.03)     $    0.00
                                                       ========       ========










           See Accompanying Notes and Independent Accountants' Report

<PAGE>

                            ONLINE INNOVATION, INC.
                         (formerly Sinaloa Gold Corp.)
                            (A Delaware Corporation)
                          (A Development Stage Company)
                            Statement of Cash Flows
                        Nine Months Ended March 31, 2000
                                (In U.S. Dollars)
                                   (Unaudited)
        (With Comparative Figures for Nine Months Ended March 31, 1999)


                                                         2000          1999
                                                         ----          ----
Cash Provided by (Used for)
Operating Activities
  Net loss for the period                             $(329,475)     $ (29,565)
  Item not requiring use of cash:
   Depreciation                                          12,762           --
  Cumulative translation                                    543           --
  Changes in non-cash working capital items
   Prepaid expense (increase)                            (3,358)          --
   Accounts payable (decrease)                           (5,948)        12,667
   Agreement payable                                    125,000           --
                                                       --------       --------
                                                       (200,476)       (16,898)
                                                       --------       --------
Investing Activities
  Computer software development
   Application development stage costs                 (400,000)          --
  Fixed assets purchased                               (105,434)          --
                                                       --------       --------
                                                       (505,434)          --
                                                       --------       --------
Financing Activities
  Due to related parties                                (31,689)          --
  Capital stock subscribed, shares unissued             275,000           --
                                                       --------       --------
                                                        243,311           --
                                                       --------       --------

(Decrease) in Cash during the period                   (462,599)       (16,898)
Cash, Beginning of period                               657,636         17,933
                                                       --------       --------
Cash, End of period                                   $ 195,037      $   1,035
                                                       ========       ========







           See Accompanying Notes and Independent Accountants' Report

<PAGE>

                            ONLINE INNOVATION, INC.
                         (formerly Sinaloa Gold Corp.)
                            (A Delaware Corporation)
                          (A Development Stage Company)
                    Statement of Retained Earnings (Deficit)
                               March 31, 2000
                              (In U.S. Dollars)
                                 (Unaudited)
                 (With Comparative Figures at March 31, 1999)
                                                         2000          1999
                                                         ----          ----

Balance (deficit), beginning of period                $(622,672)     $(144,175)

Net loss for the period                                (329,475)       (29,565)
                                                       --------       --------
Balance (deficit), end of period                      $(952,147)     $(173,740)
                                                       ========       ========












           See Accompanying Notes and Independent Accountants' Report

<PAGE>


                            ONLINE INNOVATION, INC.
                         (formerly Sinaloa Gold Corp.)
                            (A Delaware Corporation)
                          (A Development Stage Company)
                       Statement of Stockholders' Equity
            From Date of Inception on August 1, 1997 to March 31, 2000
                                  (in U.S. Dollars)
                                     (Unaudited)

<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                     1,500,000     $ 1,500      13,500     $   15,000                                    15,000

Issued for cash,
 @$0.001                      500,000         500                        500                                       500

Issued for
 assignment of
 option on
 mineral properties,
 @$0.0035                   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  but
 unissued (issued
 2/16/99), @$0.50              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)

 2/16/99 issued for
  cash, @$0.50                 20,000           20      9,980         10,000                                    10,000

 4/20/99 issued for
  cash, @$0.50                100,000          100     49,900         50,000                                    50,000

 6/2/99 issued for
  private business
  (note 7), @$0.50            400,000          400    199,600        200,000                                   200,000

 6/22/99 issued for
  cash (note 14),
  @$0.50                    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       450,000          450    224,550        225,000                                   225,000

Net loss for nine
 months ended March
 31, 2000                                                                         (329,475)                   (329,475)

Cumulative translation
Issued for exercised
 of option @ $0.50            100,000          100     49,900         50,000                                    50,000
                       ----------------------------------------------------------------------------------------------------

Balance, March 31,
 2000                      13,255,000       13,255  1,529,745      1,543,000      (952,147)     (512)          590,341
                       ====================================================================================================
</TABLE>

                 See Accompanying Notes and Independent Accountants' Report

<PAGE>

                            ONLINE INNOVATION, INC.
                             (A Delaware Corporation)
                          (formerly Sinaloa Gold Corp.)
                          (A Development Stage Company)
                          Notes to Financial Statements
                                 March 31, 2000
                                (in U.S. Dollars)
                                   (Unaudited)

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 and was previously in the mining resource industry and has not
      generated any revenues from its planned operations.  The deficit to March
      31, 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)
                          (formerly Sinaloa Gold Corp.)
                          (A Development Stage Company)
                          Notes to Financial Statements
                                 March 31, 2000
                                (in U.S. Dollars)
                                   (Unaudited)


Note 2.     SIGNIFICANT ACCOUNTING POLICIES (cont'd)

      Depreciation is remeasured 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:

                                           Nine Months           Year Ended
                                          Ended March 31,         June 30,
                                     ---------------------   -------------------
                                       2000         1999       1999       1998
                                     --------     --------   --------    -------
      Beginning balance             $    (512)   $  (1,055)  $    --    $    --
      Changes during the period           --           543     (1,055)       --
                                     --------     --------   --------    -------
      Ending balance                $    (512)        (512)    (1,055)       --
                                     ========     ========   ========    =======

      Capital accounts are translated at their historical exchange rates when
      the capital stock was 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 unaudited interim financial statements also include comparative
      figures for the nine month period ended March 31, 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 will commence when the software
      service is available to be marketed.  The amortization period is for five
      years on a straight-line basis.

<PAGE>

                            ONLINE INNOVATION, INC.
                             (A Delaware Corporation)
                          (formerly Sinaloa Gold Corp.)
                          (A Development Stage Company)
                          Notes to Financial Statements
                                 March 31, 2000
                                (in U.S. Dollars)
                                   (Unaudited)


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, 1998, and March 31, 1999       10,585,000    $    88,000
                                                     ============    ===========

      Balance, June 30, 1999                           12,705,000      1,268,000

      Issued during the period:
        for cash                                          550,000        275,000
                                                     ------------    -----------
      Balance, March 31, 2000                          13,255,000      1,543,000
                                                     ============    ===========

   c) Warrants outstanding
      There are 1,050,000 common share purchase warrants outstanding as at March
      31, 2000 to be exercised at $0.50 per common share to April 14, 2000 and
      thereafter at $0.60 per share to April 14, 2001.

Note 4.     RELATED PARTY TRANSACTIONS:

   a) Management fees in the total amount of $45,000 are recorded for the nine
      months ended March 31, 2000, at $2,500 per month each for Ms. Marlene
      Schluter, Director and Officer of the Company and Mr. Chad Lee, Director
      and Officer of the Company, or consulting companies owned by them.
   b) Ms. Marlene Schluter and Mr. Chad Lee were reimbursed for travel and
      office costs paid on behalf of the Company, of $7,234.40 and $3,972.27,
      respectively, during the nine months ended March 31, 2000

<PAGE>


                            ONLINE INNOVATION, INC.
                             (A Delaware Corporation)
                          (formerly Sinaloa Gold Corp.)
                          (A Development Stage Company)
                          Notes to Financial Statements
                                 March 31, 2000
                                (in U.S. Dollars)
                                   (Unaudited)


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 at March 31 are as follows:

                                                          March 31,
                                                  --------------------------
                                                   2000               1999
                                                  -------            -------
             Cost                                $105,945           $   --
             Accumulated depreciation             (12,839)              --
                                                  -------            -------
             Net balance                         $ 93,106           $   --
                                                  =======            =======

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)
                          (formerly Sinaloa Gold Corp.)
                          (A Development Stage Company)
                          Notes to Financial Statements
                                 March 31, 2000
                                (in U.S. Dollars)
                                   (Unaudited)

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 upon delivery of the contract.  This amount
           has been paid,
      ii)  the balance of $125,000 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 $125,000 US to Stratford is disclosed as a
           current liability as at March 31, 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:

              2000            CAD$ 1,503
              2001            CAD$ 1,604
              2002            CAD$ 1,337

<PAGE>

                            ONLINE INNOVATION, INC.
                             (A Delaware Corporation)
                          (formerly Sinaloa Gold Corp.)
                          (A Development Stage Company)
                          Notes to Financial Statements
                                 March 31, 2000
                                (in U.S. Dollars)
                                   (Unaudited)

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 three years for monthly rent and costs of CAD$1,987.50.

      The first and the last months rent of  CAD$3,975.00 (CAD$1,987.50 X 2) is
      due at the time of signing.  This amount has been paid and CAD$3,975
      (US$3,358.19) is recorded as prepaid expense as at March 31, 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 March 31, 2000.
   b) No liability for potential pension costs has been recorded at March 31,
      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 $952,147.  The
      potential tax benefit has not been recorded, as an equivalent reserve has
      been provided due to unlikely application of the loss.

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)
                          (formerly Sinaloa Gold Corp.)
                          (A Development Stage Company)
                          Notes to Financial Statements
                                 March 31, 2000
                                (in U.S. Dollars)
                                   (Unaudited)


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 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 March
      31, 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.

   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)
                          (formerly Sinaloa Gold Corp.)
                          (A Development Stage Company)
                          Notes to Financial Statements
                                 March 31, 2000
                                (in U.S. Dollars)
                                   (Unaudited)


Note 13    CONSULTING AGREEMENTS (cont'd)

   c) 535424 BC Ltd.

      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 plus GST of $175.

   d) National Financial Communications Corp.

      By agreement dated February 1, 2000, the company engaged National
      Financial Communications Corp. 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 to purchase shares of the company,
      exercisable, commencing February 1, 2000, and ending two years subsequent
      to the termination date of the agreement:

               Number of Shares               Option Price per Share
               ----------------               ----------------------

                    50,000                              $2.00
                    50,000                              $3.00
                    50,000                              $4.00
                    50,000                              $5.00
                    50,000                              $7.00
                    ------
        Total      250,000
                   =======

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 March 31, 2000.

   b) Fordee Management Company is an unrelated third party

<PAGE>

                            ONLINE INNOVATION, INC.
                             (A Delaware Corporation)
                          (formerly Sinaloa Gold Corp.)
                          (A Development Stage Company)
                          Notes to Financial Statements
                                 March 31, 2000
                                (in U.S. Dollars)
                                   (Unaudited)


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 March 31, 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.  If the Company chose not to make

<PAGE>

                            ONLINE INNOVATION, INC.
                             (A Delaware Corporation)
                          (formerly Sinaloa Gold Corp.)
                          (A Development Stage Company)
                          Notes to Financial Statements
                                 March 31, 2000
                                (in U.S. Dollars)
                                   (Unaudited)


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

      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.

<PAGE>

Item 2 - Management Discussion and Analysis or Plan of Operation

General

Online Innovation, Inc. (the "Company") is a website development company. The
Company is currently developing a website designed to facilitate social
interaction between single adults, with an emphasis on entertainment and
matchmaking. The Company's business will be conducted almost exclusively
through its website, www.virtuallydating.com. The website is currently
operational on beta test basis only, which was uploaded on the world wide web on
January 19, 2000. Management expects that the website will be fully operational
by the end of June 2000. The Company is currently devoting most of its time and
energy to the development of the website. This involves supervising the website
development consultants retained by the Company, providing creative input,
ensuring that the website is operational within the time currently scheduled and
ensuring that the components function in a manner and at a level acceptable to
the Company's management.

The Company has also begun to focus on marketing activities. Membership drives
and other marketing activities will be the primary component of the Company's
activities once the website is fully functioning.  It is anticipated that
marketing expenses will be the Company's most significant expenses in the 12
months after 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 12 month period following launch of the website on
marketing activities. The Company intends to advertise online, through print
media and possibly, depending on the resources available, through television,

<PAGE>

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, for a
total of 150,000 members within three years of launch. 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.

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 intends to place 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 intends to explore the various forms of online advertising available
and to focus 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 will initially be 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 after the launch of the website. 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 June 30, 2000. Management will be seeking to arrange

<PAGE>

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 $125,000
in expenditures to complete the development of and roll out 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. This amount 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 after the website becomes operational 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

Once the website is launched, 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.

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.

<PAGE>

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 was exercisable for
a term of 2 years and entitled 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.

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.

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:   June 9, 2000                             ONLINE INNOVATION, INC.
     ----------------------                            (Registrant)

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


<PAGE>




May 15, 2000


Securities and Exchange Commission
450 Fifth Street
Washington, D.C. 20549


Commissioners:

We consent to the inclusion of our report dated May 12, 2000 on our review of
interim financial information of Online Innovation, Inc. for the nine months
ended March 31, 2000 in Online Innovation, Inc.'s quarterly report on Form 10QSB
for the quarter then ended.


Signed        /s/ Moen and Company


Vancouver, British Columbia, Canada

<PAGE>