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 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  [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 May 10, 2001, the registrant's outstanding common stock consisted of
13,705,000 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, 2001, with comparative figures for the nine month period
ended March 31, 2000, and the Independent Accountant's Report thereon.

<PAGE>

                             ONLINE INNOVATION, INC.
                            (A Delaware Corporation)
                          (A Development Stage Company)
                                 Balance Sheet
                                 March 31, 2001
                                (In U.S. Dollars)
                                   (Unaudited)
                  (With Comparative Figures at March 31, 2000)


                                      ASSETS               2001         2000
                                                       -----------   ----------
Current Assets
   Cash                                                $    61,003   $  195,037
   Prepaid expense                                           1,325        3,358
                                                       -----------   ----------
                                                            62,328      198,395

Deferred tax asset (Note 13b(ii) and 14(c))                 52,500       52,500
Fixed assets
   Computer equipment, at cost less accumulated
    depreciation (Note 5)                                   62,248       93,106
Computer software development (Note 6(b))
   Application development stage costs                     400,000      400,000
                                                       -----------   ----------
                                                       $   577,076   $  744,001
                                                       ===========   ==========

                   LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
   Accounts payable                                    $    19,597   $   18,160
   Due to related parties (Notes 3 and 4)                   30,000         --
   Agreement payable - Stratford Internet
     Technologies (Note 6(b))                               75,000      125,000
                                                       -----------   ----------
                                                           124,597      143,160
                                                       -----------   ----------

Stockholders' Equity
   Capital Stock (Note 3)
     Authorized:
       75,000,000 common shares at $0.001 par value
         per share
     Issued and outstanding - 13,705,000 common
      shares
       (2000 - 13,255,000 common shares)                    13,705       13,255
   Paid in capital in excess of par value of stock       1,824,295    1,559,745
Deficit accumulated during development stage (note 1)   (1,385,601)    (971,647)
Cumulative translation                                          80         (512)
                                                       -----------   ----------
                                                           452,479      600,841
                                                       -----------   ----------
                                                       $   577,076   $  744,001
                                                       ===========   ==========

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.
                            (A Delaware Corporation)
                          (A Development Stage Company)
                          Statement of Profit and Loss
                                (In U.S. Dollars)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                Cumulative From
                                                 Inception Date
                                                  of Aug 1, 1997           Nine Months Ended                Quarter Ended
                                                    to March 31,               March 31,                       March 31,
                                                                   -------------------------------  -------------------------------
                                                        2001            2001            2000            2001            2000
                                               ------------------  --------------   --------------  --------------   --------------
<S>                                            <C>                 <C>              <C>             <C>              <C>
Administration Costs
   Depreciation                                $      44,890       $      24,105    $      12,762   $       8,035    $       7,946
   Compensation on stock option                      150,000                -              30,000            -              30,000
   Filing and transfer agent fees                     17,055               2,945            6,872           2,383            3,274
   Financing costs                                    22,550                -                -               -                -
   Management and consulting fees                    404,726              63,067          116,000          22,325           20,000
   Office expenses, net                              118,709              31,812           42,376          11,546           18,395
   Option payment, mineral properties                 30,000                -                -               -                -
   Professional fees                                 142,514              64,551           31,834          43,719           24,331
   Promotion, investor relations,
    and investor communications                       84,024                 985           68,819             505           43,111
   Computer technology and
    software development-preliminary
    development stage costs                          227,325                -               7,203            -                   1
   Website marketing/Banner
    advertising costs                                175,376              63,571           38,345          11,316           29,313
   Travel expenses                                    20,932               8,404            5,264            -                 950
                                               -------------       -------------    -------------   -------------    -------------
                                                  (1,438,101)           (259,440)        (359,475)        (99,829)        (177,321)
Deferred income taxes                                 52,500                -              10,500            -              10,500
                                               -------------       -------------    -------------   -------------    -------------
Net loss for the period                        $  (1,385,601)      $    (259,440)   $    (348,975)  $     (99,829)   $    (166,821)
                                               =============       =============    =============   =============    =============
Net loss per share, basic and diluted                              $       (0.03)   $       (0.03)  $       (0.01)   $       (0.01)
                                                                   =============    =============   =============    =============
</TABLE>

             See Accompanying Notes and Independent Accountants' Report

<PAGE>


                             ONLINE INNOVATION, INC.
                            (A Delaware Corporation)
                          (A Development Stage Company)
                              Statement of Cash Flows
                                (In U.S. Dollars)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                Cumulative From
                                                 Inception Date
                                                  of Aug 1, 1997           Nine Months Ended                Quarter Ended
                                                    to March 31,               March 31,                       March 31,
                                                                   -------------------------------  -------------------------------
                                                        2001            2001            2000            2001            2000
                                               ------------------  --------------   --------------  --------------   --------------
<S>                                            <C>                 <C>              <C>             <C>              <C>
Cash Provided by (Used for)
Operating Activities
   Net loss for the period                     $  (1,385,601)      $    (259,440)   $    (348,975)  $     (99,829)   $    (166,821)
   Item not requiring use of cash:
     Depreciation                                     44,890              24,105           12,762           8,035            7,946
     Compensation on stock options                      -                   -              30,000            -                -
     Cumulative translation                               80                 592              543            -                -
   Changes in non-cash working capital items
     Deferred income tax                             (52,500)               -             (10,500)           -             (10,500)
     Prepaid expense (increase)                       (1,325)                 18           (3,358)         (1,325)          (1,987)
     Accounts payable (decrease)                      19,597              (3,610)          (5,948)         (5,826)          15,660
     Agreement payable                                75,000             (25,000)         125,000            -                -
                                               -------------       -------------    -------------   -------------    -------------
                                                  (1,299,859)           (263,335)        (200,476)        (98,945)        (155,702)
                                               -------------       -------------    -------------   -------------    -------------
Investing Activities
   Computer software development
   Application development stage costs              (400,000)               -            (400,000)           -                -
   Fixed assets purchased                           (107,138)               -            (105,434)           -             (42,092)
                                               -------------       -------------    -------------   -------------    -------------
                                                    (507,138)               -            (505,434)           -             (42,092)
                                               -------------       -------------    -------------   -------------    -------------
Financing Activities
   Capital stock subscribed                        1,838,000             200,000          275,000         150,000           80,000
   Due to related parties                             30,000              30,000          (31,689)         10,000             -
                                               -------------       -------------    -------------   -------------    -------------
                                                   1,868,000             230,000          243,311         160,000           80,000
                                               -------------       -------------    -------------   -------------    -------------

(Decrease) in Cash during the period                  61,003             (33,335)        (462,599)         61,055         (117,794)

Cash, Beginning of period                               -                 94,338          657,636             (52)         312,831
                                               -------------       -------------    -------------   -------------    -------------

Cash, End of period                            $      61,003       $      61,003    $     195,037   $      61,003    $     195,037
                                               =============       =============    =============   =============    =============
</TABLE>

            See Accompanying Notes and Independent Accountants' Report

<PAGE>


                             ONLINE INNOVATION, INC.
                            (A Delaware Corporation)
                          (A Development Stage Company)
                     Statement of Retained Earnings (Deficit)
                                (In U.S. Dollars)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                Cumulative From
                                                 Inception Date
                                                  of Aug 1, 1997           Nine Months Ended                Quarter Ended
                                                    to March 31,               March 31,                       March 31,
                                                                   -------------------------------  -------------------------------
                                                        2001            2001            2000            2001            2000
                                               ------------------  --------------   --------------  --------------   --------------
<S>                                            <C>                 <C>              <C>             <C>              <C>
Balance (deficit), beginning of period         $        -          $  (1,126,161)   $    (622,672)  $  (1,285,772)   $    (804,826)

Net loss for the period                           (1,385,601)           (259,440)        (348,975)        (99,829)        (166,821)
                                               -------------       -------------    -------------   -------------    -------------

Balance (deficit), end of period               $  (1,385,601)      $  (1,385,601)   $    (971,647)  $  (1,385,601)   $    (971,647)
                                               =============       =============    =============   =============    =============
</TABLE>

        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 December 31, 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
 @$0.60 June 16, 2000,
 unissued                        66,667         67             39,933           40,000                                     40,000
                             ------------------------------------------------------------------------------------------------------

Balance, June 30, 2000       13,371,667     13,372          1,624,628        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

Exercise of warrants
 @$0.60 February 9, 2001,
 unissued                       250,000        250            149,750          150,000                                    150,000

Net loss for period
 ended March 31, 2001                                                                        (259,440)        592         (258,848)
                             ------------------------------------------------------------------------------------------------------

Balance, March 31, 2001      13,705,000    $13,705        $ 1,824,295      $ 1,838,000    $(1,385,601)     $   80     $    452,479
                             ======================================================================================================
</TABLE>

       See Accompanying Notes and Independent Accountants' Report

<PAGE>

                            ONLINE INNOVATION, INC.
                             (A Delaware Corporation)
                          (A Development Stage Company)
                          Notes to Financial Statements
                                 March 31, 2001
                                (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 March 31, 2001 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
                                 March 31, 2001
                                (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:

                                                       March 31,
                                         ---------------------------------------
                                                2001                 2000
                                         ------------------   ------------------
             Beginning balance, June 30  $             (512)  $          (1,055)
             Changes during the period                  592                 543
                                         ------------------   ------------------
             Ending balance, December 31 $               80   $            (512)
                                         ==================   ==================

             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 financial statements also include comparative figures for the
             quarter ended March 31, 2000 and the nine month period ended on
             that date.

          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 March
             31, 2001, and therefore no amortization of this cost has been
             charged to operations for the nine month period ended March 31,
             2001.

<PAGE>

                            ONLINE INNOVATION, INC.
                             (A Delaware Corporation)
                          (A Development Stage Company)
                          Notes to Financial Statements
                                 March 31, 2001
                                (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                 66,667              40,000
                                          ------------------  ------------------
                                                  13,371,667           1,638,000
             Subscribed August 17, 2000               83,333              50,000
             Subscribed February 9, 2001             250,000             150,000
                                          ------------------  ------------------
             Balance, March 31, 2001              13,705,000   $       1,838,000
                                          ==================  ==================


          c) Options for National Financial Communication Group, and Fordee
             Management Company.  (See Note 13(b) and Note 14)

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.

             The payments in (i) and (ii) above, total $15,000 per quarter, for
             a total of $45,000 for each of the nine month periods ended March
             31, 2001 and 2000.

          b) Directors and Officers of the Company are beneficial owners of
             common shares of the Company, as follows, at March 31, 2001:

                         Chad D. Lee               5,500,000 common shares
                         Marlene C. Schluter       2,500,000 common shares
                                                   ---------
                                                   8,000,000
                                                   =========

          c) During the quarter ended March 31, 2001 loans to the Company unpaid
             at March 31, 2001 are as follows:

                         Chad D. Lee               $  20,000
                         Marlene C. Schluter          10,000
                                                   ---------
                                                   $  30,000
                                                   =========

<PAGE>

                            ONLINE INNOVATION, INC.
                             (A Delaware Corporation)
                          (A Development Stage Company)
                          Notes to Financial Statements
                                 March 31, 2001
                                (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:

                                                       March 31,
                                         ---------------------------------------
                                                2001                 2000
                                         ------------------   ------------------
             Cost                        $          107,138   $         105,945
             Accumulated depreciation               (44,890)            (12,839)
                                         ------------------   ------------------
             Net balance                 $           62,248   $          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.

            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 for a total of $325,000.

<PAGE>


                            ONLINE INNOVATION, INC.
                             (A Delaware Corporation)
                          (A Development Stage Company)
                          Notes to Financial Statements
                                 March 31, 2001
                                (In U.S. Dollars)

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

               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 March 31, 2001, as it is expected to be paid within the
                   next twelve months, and the cost of $400,000 is carried as a
                   deferred development expense until the website is completed.
                   However, on March 20, 2001, Stratford Internet Technologies
                   notified the Company and advised that they had ceased
                   operations.  Although a trustee has been appointed to handle
                   their affairs, Stratford is attempting to fulfill their
                   obligations to the Company pursuant to the agreement with the
                   Company.  If Stratford is unable to complete the website's
                   development under the existing contract, the Company will
                   hire other consultants to continue development, and cost to
                   complete the website should not exceed the amount of $75,000.

              iii) the issuance of 300,000 common shares, restricted under Rule
                   144, which will bear a one year trading 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, below.

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

         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.

<PAGE>

                            ONLINE INNOVATION, INC.
                             (A Delaware Corporation)
                          (A Development Stage Company)
                          Notes to Financial Statements
                                 March 31, 2001
                                (In U.S. Dollars)


Note 8.  COMPENSATION/STOCK OPTION/DEFERRED COMPENSATION ARRANGEMENT

         a) At the Annual General Meeting of the Company, the 2000 Incentive
            Stock Plan was approved that provides for the grant, at the
            discretion of the Board of Directors, or a Committee appointed by
            it, of options and rights to purchase an aggregate of not to
            exceed 1,500,000 common shares of common shares of the Company to
            officers, directors, employees and consultants of the Company.

         b) No liability for potential pension costs has been recorded at March
            31, 2001.

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 $1,386,926.
         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 at March 31, 2001 consist of cash
         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 instruments approximates their carrying values.

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.

<PAGE>


                            ONLINE INNOVATION, INC.
                             (A Delaware Corporation)
                          (A Development Stage Company)
                          Notes to Financial Statements
                                 March 31, 2001
                                (In U.S. Dollars)

Note 13. CONSULTING AGREEMENTS

         a) 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.

         b) 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 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. FORDEE MANAGEMENT COMPANY

         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 December 31,
            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
                                 March 31, 2001
                                (In U.S. Dollars)

Note 14. FORDEE MANAGEMENT COMPANY (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, 2001, 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
                                 March 31, 2001
                                (In U.S. Dollars)

Note 15. CONTINGENT LIABILITIES (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 - Dismissal of 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, claiming
            damages against Mr. Chad Lee, Director, President and CEO of Online
            Innovation, Inc. (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.
            The Plaintiffs sued the Defendants for breach of contract,
            repudiation, breach of trust and/or conversion of shares.  The
            Plaintiffs did not name the Company as a Defendant in the action and
            no claims have been made against the Company for breach of any
            consulting agreement.

            On October 23, 2000, the Defendants filed a Statement of Defence in
            the British Columbia Supreme Court, denying all allegations made by
            the Plaintiffs in their Statement of Claim.

            On May 11, 2001, the Plaintiffs filed in the British Columbia
            Supreme Court, a Consent Dismissal Order.  The Court Order states
            that the Plaintiffs action be dismissed without costs to either
            party.  The Court Order further states that the dismissal of the
            Plaintiffs claim is of the same force and effect as a judgment of
            the Supreme Court rendered after a hearing on the merits.

            The Plaintiffs did not receive any payment or any other benefit from
            the Defendants.  Mutual Releases were executed by all parties.

<PAGE>

                            ONLINE INNOVATION, INC.
                             (A Delaware Corporation)
                          (A Development Stage Company)
                          Notes to Financial Statements
                                 March 31, 2001
                                (In U.S. Dollars)

NOTE 17. SUBSEQUENT EVENTS - Proposed Equity Funding

            The Company has commenced negotiation with a firm of investment
            bankers to raise equity funding.  No definitive agreement has been
            finalized at the date of issuance of these financial statements.

            The funding being negotiated would be used for working capital,
            marketing, website development and maintenance, and for
            administration costs, and costs of raising the proposed funds.

            The funding being negotiated would be pursuant to the rules of the
            SEC and would be offered and sold pursuant to a registration
            statement including a preliminary prospectus or final prospectus.

            When terms of the funding agreement have been finalized, the Company
            will file the appropriate documentation with the SEC.


<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 upcoming 12 months.

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 May 10, 2001, the
Company had 31,154 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.  Management 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 June 30, 2001.  Management will be seeking to arrange
additional financing for the Company in the upcoming months through private
placements, public offerings and/or bank financing.  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.  However, management
cannot provide any assurances that additional financing will be available, or if
available, will be on terms acceptable to the Company.  Furthermore, funds
raised through private placements or public offerings could be dilutive to
existing shareholders.  If adequate working capital is not available, the

<PAGE>

Company may be required to curtail its operations. Moreover any statement
regarding the Company's ability to fund its operations from expected cash flows
is speculative in nature and inherently subject to risks and uncertainties, some
of which cannot be predicted or quantified.

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 the website development
consultants in connection with the development of the Company's website.  The
balance is payable upon completion of development of the website and, if
necessary, upon completion of appropriate financing by the Company.

On March 20, 2001, the website development consultants notified the Company and
advised that they had ceased operations.  Although a trustee has been appointed
to handle their affairs, the website development consultants are trying to
fulfill their obligations to the Company pursuant to their agreement with the
Company, and complete the development of the website.  If the website
development consultants cannot finish the website's development, the Company
will hire other consultants to complete its development.

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.

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.

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>

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, claiming damages 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 sued the
Defendants for breach of contract, repudiation, breach of trust and/or
conversion of shares.  The Plaintiffs did not name the Company as a Defendant in
the action and no claims have been made against the Company for breach of
consulting agreements.

On October 23, 2000, the Defendants filed a Statement of Defence in the British
Columbia Supreme Court, denying all allegations made by the Plaintiffs in their
Statement of Claim.

On May 11, 2001, the Plaintiffs filed a Consent Dismissal Order in the British
Columbia Supreme Court.  The Order states that the Plaintiffs' action is
dismissed without costs to either party.  The Order further states that the
dismissal of the Plaintiffs' claim is of the same force and effect as a judgment
of the Supremes Court rendered after a hearing on the merits.  The Plaintiffs
did not receive any payment or any other benefit from the Defendants.  The
parties also executed mutual releases.

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 February 23, 2001, a total of 400,000 shares were issued by the Company
pursuant to the exercise of share purchase warrants issued in conjunction with
the unit offering.  As of April 15, 2001, there were 600,000 share purchase
warrants which expired, unexercised.

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.

<PAGE>

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 other information reportable pursuant to this section.

Item 6 - Exhibits and Reports on Form 8-K

(a)     Exhibits

        15    Letter on Unaudited Financial Information

(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:  May 14, 2001                                  ONLINE INNOVATION, INC.
       ------------------------
                                                     (Registrant)


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


<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 March 31, 2001 and
March 31, 2000, 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.



                                                            /s/ Moen and Company


                                                           Chartered Accountants

Vancouver, British Columbia, Canada
May 11, 2001

<PAGE>