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, 2003

[  ] 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, #118, Vancouver, British Columbia
  V6B 6L5 
  (Address of principal executive offices)

(604) 669-7564Issuer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 14, 2003, the registrants outstanding common
  stock consisted of 15,480,000 shares.

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



---

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 Item 3. Controls and Procedures


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

CERTIFICATIONS

EXHIBITS



---

PART 1  FINANCIAL INFORMATION

Item 1  Financial Statements

Attached are the registrants unaudited financial statements
  for the nine month period ended March 31, 2003, with comparative figures for
  the nine month period ended March 31, 2002, and the Independent Accountants
  Report thereon.









---

MOEN AND COMPANY CHARTERED ACCOUNTANTS

|Securities Commission Building       |            |                             
|------------------------------------ | ---------- | ----------------------------
|PO Box 10129                         | Telephone: | (604)
        662-8899      
|Suite 1400  701 West Georgia Street | Fax:       | (604)
        662-8809      
|Vancouver, British Columbia          | Email:     | moenandcompany@attcanada.net
|Canada V7Y 1C6                       |            |                             
|                                     |            |                             



INDEPENDENT ACCOUNTANTS REVIEW 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, 2003 and March 31, 2002, and the Statements of Income, 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 reviews 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 reviews, we are not aware of any material modifications
  that should be made to the accompanying financial statements for them to be
  in conformity with U.S. generally accepted accounting principles.

|                                    | Moen and Company   
|----------------------------------- | ---------------------
|                                    |                      
|                                    | Chartered Accountants
|                                    |                      
|Vancouver, British Columbia, Canada |                      
|May 12, 2003                        |                      



---

ONLINE INNOVATION, INC. (A Delaware Corporation)
  (A Development Stage Company)
  Balance Sheet
  March 31, 2003
  (In U.S. Dollars)
  (With Comparative Figures at March 31, 2002) (Unaudited)

|                                                                                                           |   | March 31,  |  
|---------------------------------------------------------------------------------------------------------- | - | ---------- | -
|                                                                                                           |   |            |  
|                                                                                                           |   | 2003       |  
|                                                                                                           |   |            |  
|ASSETS                                                                                                     |  
|Current Assets                                                                                             |   |            |  
|Cash                                                                                                       | $ | 8,094      |  
|Prepaid
      expense                                                                                      |   | --         |  
|                                                                                                           |   |            |  
|                                                                                                           |   | 8,094      |  
|Deferred tax asset(Note 12(b) and 13(c))                                                                   |   | 52,500     |  
|Fixed assets                                                                                               |   |            |  
|Computer
      equipment, at cost less accumulated depreciation (Note 5                                    |   | 36,284     |  
|Computer software development (Note
      6(b))                                                            |   |            |  
|Application
      development stage costs                                                                  |   | 325,000    |  
|                                                                                                           |   |            |  
|                                                                                                           |   |            |  
|                                                                                                           | $ | 421,878    |  
|                                                                                                           |   |            |  
|LIABILITIES AND STOCKHOLDERS'
      EQUITY                                                                 |  
|Current Liabilities                                                                                        |   |            |  
|Accounts
      payable                                                                                     | $ | 32,037     |  
|Management
      fees payable (Note 4(a)                                                                   |   | 55,000     |  
|Due to
      related parties (Notes 4(c)                                                                   |   | 44,112     |  
|Loans payable                                                                                              |   | --         |  
|                                                                                                           |   |            |  
|                                                                                                           |   | 131,149    |  
|                                                                                                           |   |            |  
|Stockholders' Equity                                                                                       |   |            |  
|Capital
      Stock (Note 3)                                                                               |   |            |  
|Authorized:                                                                                                |   |            |  
|75,000,000
      common shares at $0.001 par value per share                                               |   |            |  
|Issued
      and outstanding - 15,480,000 common shares (including a subscription for
      250,000 shares |   |            |  
|(2002
      - 14,420,000 common shares)                                                                    |   | 15,480     |  
|Paid
      in capital in excess of par value of stoc                                                       |   | 2,585,370  |  
|Deficit
      accumulated during development stage (note 1                                                 |   | (2,311,521 | )
|Cumulative
      translation adjustment (Note 2(b)                                                         |   | 1,400      |  
|                                                                                                           |   |            |  
|                                                                                                           |   | 290,729    |  
|                                                                                                           |   |            |  
|                                                                                                           | $ | 421,878    |  
|                                                                                                           |   |            |  

Approved on Behalf of the Board

"Chad D. Lee",Chief
  Executive Officer and Director

"Marlene C. Schluter",Chief Financial Officer and Director

See Accompanying Notes and Independent Accountants' Review
  Report

---

ONLINE INNOVATION, INC. (A Delaware Corporation)
  (A Development Stage Company)
  Statement of Income
  (In U.S. Dollars) (Unaudited)

|                                         | Cumulative From |            |   |                   |          |   |                    |         |   |   |         |   |   |        
|---------------------------------------- | --------------- | ---------- | - | ----------------- | -------- | - | ------------------ | ------- | - | - | ------- | - | - | -------
|                                         | Inception Date  |            |   |                   |          |   |                    |         |   |   |         |   |   |        
|                                         | on Aug 1, 1997  |            |   | Nine Months Ended |          |   | Three Months Ended |        
|                                         | to March 31,    |            |   | March 31,         |          |   | March 31,          |        
|                                         |                 |            |   |                   |          |   |                    |         |  
|                                         |                 | 2003       |   |                   | 2003     |   |                    | 2002    |   |   | 2003    |   |   | 2002   
|                                         |                 |            |   |                   |          |   |                    |         |   |   |         |   |   |        
|                                         |                 |            |   |                   |          |   |                    |         |   |   |         |   |   |        
|Administration Costs                     |                 |            |   |                   |          |   |                    |         |   |   |         |   |   |        
|Compensation
      on stock option       | $               | 150,000    |   | $                 | --       |   | $                  | --      |   | $ | --      |   | $ | --     
|Funding
      agreement commitment costs |                 | 345,600    |   |                   | --       |   |                    | --      |   |   | --      |   |   | --     
|Depreciation                             |                 | 80,805     |   |                   | 10,407   |   |                    | 13,250  |   |   | 3,469   |   |   | 4,082  
|Filing
      and transfer agent fees     |                 | 25,008     |   |                   | 4,664    |   |                    | 2,086   |   |   | --      |   |   | 317    
|Financing
      costs                    |                 | 22,550     |   |                   | --       |   |                    | --      |   |   | --      |   |   | --     
|Interest
      on loans                  |                 | 4,851      |   |                   | 4,851    |   |                    | --      |   |   | --      |   |   | --     
|Management
      and consulting fees     |                 | 616,258    |   |                   | 108,465  |   |                    | 61,659  |   |   | 28,023  |   |   | 19,665 
|Office
      expenses, net               |                 | 173,678    |   |                   | 21,881   |   |                    | 21,374  |   |   | 2,983   |   |   | 11,738 
|Option
      payment, mineral properties |                 | 30,000     |   |                   | --       |   |                    | --      |   |   | --      |   |   | --     
|Professional
      fees                  |                 | 219,218    |   |                   | 10,035   |   |                    | 19,054  |   |   | 1,182   |   |   | 963    
|Promotion,
      investor relations,     |                 |            |   |                   |          |   |                    |         |   |   |         |   |   |        
|and
      investor communications        |                 | 87,125     |   |                   | 2,521    |   |                    | 227     |   |   | 1,981   |   |   | --     
|Computer
      technology and            |                 |            |   |                   |          |   |                    |         |   |   |         |   |   |        
|software
      development-preliminary   |                 |            |   |                   |          |   |                    |         |   |   |         |   |   |        
|development
      stage costs            |                 | 344,807    |   |                   | 55,136   |   |                    | (43,811 | ) |   | 7,252   |   |   | 8,331  
|Website
      marketing/Banner           |                 |            |   |                   |          |   |                    |         |   |   |         |   |   |        
|advertising
      costs                  |                 | 224,195    |   |                   | 27,451   |   |                    | 7,782   |   |   | 6,624   |   |   | 1,089  
|Travel
      expenses                    |                 | 39,926     |   |                   | 7,896    |   |                    | 15,456  |   |   | 7,031   |   |   | 15,456 
|                                         |                 |            |   |                   |          |   |                    |         |   |   |         |   |   |        
|                                         |                 | 2,364,021  |   |                   | 253,307  |   |                    | 97,077  |   |   | 58,545  |   |   | 61,641 
|Deferred income taxes                    |                 | (52,500    | ) |                   | --       |   |                    | --      |   |   | --      |   |   | --     
|                                         |                 |            |   |                   |          |   |                    |         |   |   |         |   |   |        
|                                         |                 |            |   |                   |          |   |                    |         |   |   |         |   |   |        
|Net loss (profit) for the period         | $               | (2,311,521 | ) | $                 | (253,307 | ) | $                  | (97,077 | ) | $ | (58,545 | ) | $ | (61,641
|                                         |                 |            |   |                   |          |   |                    |         |   |   |         |   |   |        
|                                         |                 |            |   |                   |          |   |                    |         |   |   |         |   |   |        
|Net loss per share, basic and diluted    |                 |            |   | $                 | (0.02    | ) | $                  | (0.01   | ) | $ | (0.00   | ) | $ | (0.00  
|                                         |                 |            |   |                   |          |   |                    |         |   |   |         |   |   |        

See Accompanying Notes and Independent Accountants' Review
  Report

---

ONLINE INNOVATION, INC. (A Delaware Corporation)
  (A Development Stage Company)
  Statement of Cash Flows
  (In U.S. Dollars) (Unaudited)

|                                               |   | Cumulative From |   |   |                   |   |   |                    |   |   |         |   |   |         |  
|---------------------------------------------- | - | --------------- | - | - | ----------------- | - | - | ------------------ | - | - | ------- | - | - | ------- | -
|                                               |   | Inception Date  |   |   |                   |   |   |                    |   |   |         |   |   |         |  
|                                               |   | on Aug 1, 1997  |   |   | Nine Months Ended |   |   | Three Months Ended |  
|                                               |   | to March 31,    |   |   | March 31,         |   |   | March 31,          |  
|                                               |   |                 |   |   |                   |   |   |                    |  
|                                               |   | 2003            |   |   | 2003              |   |   | 2002               |   |   | 2003    |   |   | 2002    |  
|                                               |   |                 |   |   |                   |   |   |                    |   |   |         |   |   |         |  
|Cash Provided by (Used for)                    |   |                 |   |   |                   |   |   |                    |   |   |         |   |   |         |  
|Operating Activities                           |   |                 |   |   |                   |   |   |                    |   |   |         |   |   |         |  
|Net profit
      (loss) for the period         | $ | (2,311,521      | ) | $ | (253,307          | ) | $ | (97,077            | ) | $ | (58,545 | ) | $ | (61,641 | )
|Items not
      requiring use of cash          |   |                 |   |   |                   |   |   |                    |   |   |         |   |   |         |  
|Shares
      issued for funding agreemen       |   |                 |   |   |                   |   |   |                    |   |   |         |   |   |         |  
|commitment
      costs                         |   | 345,600         |   |   | --                |   |   | --                 |   |   | --      |   |   | --      |  
|Shares
      issued for services and           |   |                 |   |   |                   |   |   |                    |   |   |         |   |   |         |  
|loans
      payable                            |   | 44,750          |   |   | 33,000            |   |   | --                 |   |   | --      |   |   | --      |  
|Shares
      cancelled                         |   | --              |   |   | --                |   |   | (82,250            | ) |   | --      |   |   | --      |  
|Depreciation                                   |   | 80,805          |   |   | 10,407            |   |   | 13,250             |   |   | 3,469   |   |   | 4,082   |  
|Cumulative
      translation adjustmen         |   | 1,400           |   |   | 1,126             |   |   | 194                |   |   | --      |   |   | 194     |  
|Changes
      in non-cash working capital item |   |                 |   |   |                   |   |   |                    |   |   |         |   |   |         |  
|Deferred
      income tax                      |   | (52,500         | ) |   | --                |   |   | --                 |   |   | --      |   |   | --      |  
|Prepaid
      expense                          |   | --              |   |   | 2,209             |   |   | (2,209             | ) |   | 2,209   |   |   | --      |  
|Accounts
      payable                         |   | 32,037          |   |   | (14,490           | ) |   | 65,758             |   |   | (1,248  | ) |   | 30,543  |  
|Management
      fees payable                  |   | 55,000          |   |   | 2,500             |   |   | --                 |   |   | 5,000   |   |   | --      |  
|Agreement
      payable                        |   | --              |   |   | --                |   |   | (75,000            | ) |   | --      |   |   | --      |  
|                                               |   |                 |   |   |                   |   |   |                    |   |   |         |   |   |         |  
|                                               |   | (1,804,429      | ) |   | (218,555          | ) |   | (177,334           | ) |   | (49,115 | ) |   | (26,822 | )
|                                               |   |                 |   |   |                   |   |   |                    |   |   |         |   |   |         |  
|Investing Activities                           |   |                 |   |   |                   |   |   |                    |   |   |         |   |   |         |  
|Computer
      software developmen             |   |                 |   |   |                   |   |   |                    |   |   |         |   |   |         |  
|Application
      development stage cost       |   | (325,000        | ) |   | --                |   |   | 75,000             |   |   | --      |   |   | --      |  
|Fixed assets
      purchased                   |   | (117,089        | ) |   | (435              | ) |   | (2,460             | ) |   | --      |   |   | --      |  
|                                               |   |                 |   |   |                   |   |   |                    |   |   |         |   |   |         |  
|                                               |   | (442,089        | ) |   | (435              | ) |   | 72,540             |   |   | --      |   |   | --      |  
|                                               |   |                 |   |   |                   |   |   |                    |   |   |         |   |   |         |  
|Financing Activities                           |   |                 |   |   |                   |   |   |                    |   |   |         |   |   |         |  
|Capital
      stock subscribed                 |   | 2,210,500       |   |   | 335,000           |   |   | --                 |   |   | --      |   |   | --      |  
|Loan payable
      (repayment                  |   | --              |   |   | (85,000           | ) |   | 100,000            |   |   | --      |   |   | 33,548  |  
|Loan from
      Fusion Capital (repayment      |   | --              |   |   | (50,000           | ) |   | --                 |   |   | --      |   |   | --      |  
|Due to
      related parties                   |   | 44,112          |   |   | 14,112            |   |   |                    |   |   | 14,112  |   |   | (5,161  | )
|                                               |   |                 |   |   |                   |   |   |                    |   |   |         |   |   |         |  
|                                               |   | 2,254,612       |   |   | 214,112           |   |   | 100,000            |   |   | 14,112  |   |   | 28,387  |  
|                                               |   |                 |   |   |                   |   |   |                    |   |   |         |   |   |         |  
|Cash increase (decrease)                       |   |                 |   |   |                   |   |   |                    |   |   |         |   |   |         |  
|during
      the period                        |   | 8,094           |   |   | (4,878            | ) |   | (4,794             | ) |   | (35,003 | ) |   | 1,565   |  
|Cash, Beginning of period                      |   | --              |   |   | 12,972            |   |   | 12,838             |   |   | 43,097  |   |   | 6,479   |  
|                                               |   |                 |   |   |                   |   |   |                    |   |   |         |   |   |         |  
|                                               |   |                 |   |   |                   |   |   |                    |   |   |         |   |   |         |  
|Cash, End of period                            | $ | 8,094           |   | $ | 8,094             |   | $ | 8,044              |   | $ | 8,094   |   | $ | 8,044   |  
|                                               |   |                 |   |   |                   |   |   |                    |   |   |         |   |   |         |  

See Accompanying Notes and Independent Accountants' Review
  Repor**t**

---

ONLINE INNOVATION, INC. (A Delaware Corporation)
  (A Development Stage Company)
  Statement of Retained Earnings (Deficit)
  (In U.S. Dollars)
  (Unaudited)

|                                 |   | Cumulative From |   |   |                   |   |   |                    |   |   |            |   |   |            |  
|-------------------------------- | - | --------------- | - | - | ----------------- | - | - | ------------------ | - | - | ---------- | - | - | ---------- | -
|                                 |   | Inception Date  |   |   |                   |   |   |                    |   |   |            |   |   |            |  
|                                 |   | of Aug 1, 1997  |   |   | Nine Months Ended |   |   | Three Months Ended |  
|                                 |   | to March 31,    |   |   | March 31,         |   |   | March 31,          |  
|                                 |   |                 |   |   |                   |   |   |                    |  
|                                 |   | 2003            |   |   | 2003              |   |   | 2002               |   |   | 2003       |   |   | 2002       |  
|                                 |   |                 |   |   |                   |   |   |                    |   |   |            |   |   |            |  
|                                 |   |                 |   |   |                   |   |   |                    |   |   |            |   |   |            |  
|Balance (deficit), beginning     |   |                 |   |   |                   |   |   |                    |   |   |            |   |   |            |  
|of period                        | $ | --              |   | $ | (2,058,214        | ) | $ | (1,922,937         | ) | $ | (2,252,976 | ) | $ | (1,958,373 | )
|                                 |   |                 |   |   |                   |   |   |                    |   |   |            |   |   |            |  
|Net profit (loss) for the period |   | (2,311,521      | ) |   | (253,307          | ) |   | (97,077            | ) |   | (58,545    | ) |   | (61,641    | )
|                                 |   |                 |   |   |                   |   |   |                    |   |   |            |   |   |            |  
|                                 |   |                 |   |   |                   |   |   |                    |   |   |            |   |   |            |  
|Balance (deficit), end of period | $ | (2,311,521      | ) | $ | (2,311,521        | ) | $ | (2,020,014         | ) | $ | (2,311,521 | ) | $ | (2,020,014 | )
|                                 |   |                 |   |   |                   |   |   |                    |   |   |            |   |   |            |  





See Accompanying Notes and Independent Accountants' Review
  Report

---





---

ONLINE INNOVATION, INC. (A Delaware Corporation)
  (A Development Stage Company)
  Notes to Financial Statements
  March 31, 2003
  (In U.S. Dollars)
  (Unaudited)

|Note 1. | BUSINESS OPERATIONS            
|------- | -------------------------------
|        |                                
|        | a)                             
|        |                                
|        | b)                             
|        |                                
|Note 2. | SIGNIFICANT ACCOUNTING POLICIES
|        |                                
|        | a)                             
|        |                                
|        |                                
|        |                                
|        | b)                             
|        |                                
|        |                                

| |  |  |                                                    |   | Quarter Ended | 
| |  |  | -------------------------------------------------- | - | ------------- | 
| |  |  |                                                    |   | March 31,     | 
| |  |  |                                                    |   |               | 
| |  |  |                                                    |   | 2003          | 
| |  |  |                                                    |   |               | 
| |  |  | Beginning balance, September 30, 2002 &
      2001 | $ | 1,400         | 
| |  |  | Changes during the period                          |   | --            | 
| |  |  |                                                    |   |               | 
| |  |  | Ending balance, December 31, 2002 & 2001           | $ | 1,400         | 
| |  |  |                                                    |   |               | 



---

ONLINE INNOVATION, INC. (A Delaware Corporation)
  (A Development Stage Company)
  Notes to Financial Statements
  March 31, 2003
  (In U.S. Dollars)
  (Unaudited)



|Note 2. | SIGNIFICANT ACCOUNTING POLICIES (contd)
|------- | ----------------------------------------
|        |                                         
|        |                                         
|        |                                         
|        | c)                                      
|        |                                         
|        |                                         
|        |                                         
|Note 3. | CAPITAL STOCK                           
|        |                                         
|        | a)                                      
|        |                                         
|        | b)                                      
|        |                                         

| |  |  |                                             | Shares     |  |   | $         | 
| |  |  | ------------------------------------------- | ---------- |  | - | --------- | 
| |  |  |                                             |            |  |   |           | 
| |  |  | Balance, June 30, 2002                      | 14,420,000 |  | $ | 2,232,850 | 
| |  |  | Issued
      for cash during period         | 950,000    |  |   | 335,000   | 
| |  |  | Issued
      for loan payable during period | 110,000    |  |   | 33,000    | 
| |  |  |                                             |            |  |   |           | 
| |  |  | Balance, March 31, 2003                     | 15,480,000 |  | $ | 2,600,850 | 
| |  |  |                                             |            |  |   |           | 
| |  |  |                                             |            |  |   |           | 

|Note 4. | RELATED PARTY TRANSACTIONS
|------- | --------------------------
|        |                           
|        | a)                        
|        |                           
|        |                           
|        |                           
|        |                           
|        |                           
|        | b)                        
|        |                           

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



---

ONLINE INNOVATION, INC. (A Delaware Corporation)
  (A Development Stage Company)
  Notes to Financial Statements
  March 31, 2003
  (In U.S. Dollars)
  (Unaudited)



|Note 4. | RELATED PARTY TRANSACTIONS (contd)
|------- | -----------------------------------
|        |                                    
|        | c)                                 

|        |                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                   |   |        | 
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------- | - | ------ | 
|        |                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | Netgain Management Solutions Inc. | $ | 7,660  | 
|        |                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | Chad D. Lee                       |   | 20,000 | 
|        |                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | Snowy Creek Resources Ltd.        |   | 6,452  | 
|        |                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | Marlene C. Schluter               |   | 10,000 | 
|        |                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                   |   |        | 
|        |                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                   | $ | 44,112 | 
|        |                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                   |   |        | 
|        |                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                   |   |        | 
|        |                                                                                                                                                                                      | Netgain Management Solutions Inc. is
        owned by Mr. Chad D. Lee, Chief Executive Officer, Director and a shareholder
        of the company; Snowy Creek Resources Ltd. is owned by Ms. Marlene C.
        Schluter, Chief Financial Officer, Director and a shareholder of the company.
        These loans are non interest bearing, are unsecured, and have no specific
        terms of repayment, and are disclosed as current liabilities in these
        financial statements.
|        |                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                  
|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, |  
| |  |  | ------------------------ | - | --------- | -
| |  |  |                          |   |           |  
| |  |  |                          |   | 2003      |  
| |  |  |                          |   |           |  
| |  |  | Cost                     | $ | 117,089   |  
| |  |  | Accumulated depreciation |   | (80,805   | )
| |  |  |                          |   |           |  
| |  |  | Net balance              | $ | 36,284    |  
| |  |  |                          |   |           |  
| |  |  |                          |   |           |  

|Note 6. | COMPUTER TECHNOLOGY AND WEBSITE COSTS                                                                                                                                                                                                                                                                                                                                                                                                                              
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Note 7. | LEASE OBLIGATIONS
      Lease of Premises
      The Company entered into leases for two adjoining offices
        located at #118-1118 Homer Street, Vancouver and #119-1118 Homer Street,
        respectively, effective November 1, 2002 with S & W 97 Enterprises
        Ltd. for the term of one year for monthly rent and costs of CAD$900 and
        CAD$700, respectively, with options to renew the leases for a further
        term of one year, each.
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    



---

ONLINE INNOVATION, INC. (A Delaware Corporation)
  (A Development Stage Company)
  Notes to Financial Statements
  March 31, 2003
  (In U.S. Dollars)
  (Unaudited)



|Note 8.  | COMPENSATION/STOCK OPTION/DEFERRED COMPENSATION
      ARRANGEMENT                                                                                                                                                                                                                                                                                                                                           
|-------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|         |                                                                                                                                                                                                                                                                                                                                                                                                             
|         | a)                                                                                                                                                                                                                                                                                                                                                                                                          
|         |                                                                                                                                                                                                                                                                                                                                                                                                             
|         | b)                                                                                                                                                                                                                                                                                                                                                                                                          
|         |                                                                                                                                                                                                                                                                                                                                                                                                             
|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 $2,311,521. The potential tax benefit has not
        been recorded, as an equivalent reserve has been provided due to uncertainty
        of application of the losses.                                                                                                                                                                  
|         |                                                                                                                                                                                                                                                                                                                                                                                                             
|Note 11. | FINANCIAL INSTRUMENTS                                                                                                                                                                                                                                                                                                                                                                                       
|         |                                                                                                                                                                                                                                                                                                                                                                                                             
|         | The Companys financial
        instruments consist of cash, accounts payable, management fees payable,
        and due to related parties. 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. | CONSULTING AGREEMENTS                                                                                                                                                                                                                                                                                                                                                                                       
|         |                                                                                                                                                                                                                                                                                                                                                                                                             
|         | National Financial Communications Corp.                                                                                                                                                                                                                                                                                                                                                                     
|         |                                                                                                                                                                                                                                                                                                                                                                                                             

| | (a) | 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. 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 expired 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.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (b) | The compensation of $30,000
        was expensed in the year ended September 30, 2000. 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  | 
| |  |  |                                                                           |   |         | 



---

ONLINE INNOVATION, INC. (A Delaware Corporation)
  (A Development Stage Company)
  Notes to Financial Statements
  March 31, 2003
  (In U.S. Dollars)
  (Unaudited)



|Note 13. | 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 have not been exercised,
        and accordingly have expired.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                       
| | (b) | Fordee Management Company is an unrelated third party                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                       
| | (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 14. | COMMON STOCK PURCHASE AGREEMENT WITH FUSION CAPITAL
      FUND II, LCC                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|         | On June 25, 2001, as disclosed in the Companys Form 8K dated
          July 6, 2001, Online Innovation, Inc. entered into a Common Stock Purchase
          Agreement with Fusion Capital Fund II, LLC, a Chicago based institutional
          investor. Pursuant to the Agreement, and subject to certain terms and
          conditions, Fusion has agreed to purchase $6,000,000 of the Company's
          common stock.
        Under the Agreement, the Company is not able to commence sales of
          its common stock to Fusion, and Fusion is not obligated to make any
          purchases of the Company's common stock, until the Company has filed
          a registration statement under the Securities Act of 1933 with the Securities
          and Exchange Commission. The Company has not filed a registration statement
          surrounding the Common Stock Purchase Agreement because of the current
          market conditions but will do so when management deems it to be appropriate.
        The 640,000 commitment shares issued pursuant to the Agreement are
          recorded as issued at an ascribed price of $0.54 per share for $345,600,
          during the fiscal year ended June 30, 2001.
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Note 15. | CONSULTING AGREEMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

| | (a) | A consulting agreement between Damon
        G. Hoy and the Company is effective on June 15, 2002. The Company agrees
        to pay the Consultant a consulting fee of $2,500Cdn per month.                    
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                 
| | (b) | A consulting agreement between Fortune
        Capital Management and the Company is effective on August 1, 2002.
        The Company agrees to pay the Consultant a consulting fee of $2,500 per
        month.
| |     |                                                                                                                                                                                                                 
| | (c) | A consulting agreement between Jon Wiggens
        and the Company is effective on July 15, 2002. The Company agrees to pay
        the Consultant a consulting fee of $3,000Cdn per month.                     



---

Item 2  Plan of Operation

General

The Company's business is conducted through its website, www.VirtuallyDating.com.
  The primary focus of the www.VirtuallyDating.com website is matchmaking. In
  addition to providing matchmaking services for single adults through a specialized
  search engine for members, the site provides various interactive, entertainment
  related components that facilitate social interaction between members. The website
  became fully operational on September 3, 2002, when the e-commerce portion of
  the website and certain value added components were completed.

Prior to full launch the website was available for use free
  of charge and had developed an established user base of approximately 39,000
  members. Members who registered prior to full launch were given 30 days to determine
  whether to continue as members and pay to use the site. The Company is currently
  offering free 10-day trials and an introductory special in which users may purchase
  a 1-year membership for $19.95. This introductory offer was originally made
  for a 30 day period but has been extended by the Company for an indefinite period.
  The Company intends to continue the introductory offer until it has been able
  to carry out marketing activities to promote the website. After the introductory
  offer has been completed, memberships will be available for $10.95 per month,
  $29.95 for three months, $49.95 for 6 months and $79.95 for 1 year.

With the full launch of the website the Company now intends
  to focus its energies on marketing the website in order to develop a paying
  member base and generate revenues. The Company is not currently certain, however,
  exactly what resources will be devoted to marketing or what steps will be taken
  in this area. The Companys current financial resources are limited. The
  Company will, therefore, initially be working towards securing financing on
  favorable terms. Once the Companys financial situation is clearer to management,
  management will make the necessary strategic decisions respecting marketing
  efforts and other uses of financial resources. Over the next 12 months, depending
  on resources available, management anticipates that administrative expenses,
  ongoing website maintenance costs, development costs (related to proposed new
  products) and marketing will be the Companys primary expenses. Specific
  marketing strategies are listed below. The Company will implement these strategies
  based on cost-effectiveness as resources become available.

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 principal 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

General

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 as much of its energies as possible 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 Companys goal is to capture 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.

The website was launched in July 2000, but the e-commerce
  component of the website, which includes the fee payment infrastructure, was
  not operational until September 3, 2002. Prior to September 3, 2002, therefore,
  memberships were offered free of charge. Registered members as of September
  3, 2002 were given 30 days to decide whether to continue as members and pay
  membership fees. The Company is currently offering free 10-day trials and an
  introductory special in which users may purchase a 1-year membership for $19.95.
  As of May 14, 2003, the website had 46,685 registered members. The Company hopes
  to increase this number once it has secured the financing necessary to undertake
  more intensive marketing activities. The Companys inability to secure
  adequate financing over the past fiscal year has limited its ability to spend
  money on marketing. The Companys ability to undertake marketing activities
  in the upcoming 12 months will be dependent on its ability to secure financing.
  Readers should refer to the section entitled Cash Requirements for
  a discussion of the Companys attempts to raise capital in the past quarter
  and its plans to raise capital in the upcoming year.

Online Advertising

Online advertising can take a number of different forms. Banner
  advertising is the most common form. 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. In the
  upcoming 12 months, the Company will continue with its efforts to forge strategic
  partnerships with key industry players. The Company hopes that by doing so it
  will 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 intends 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 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.

Current Marketing Efforts

On August 1, 2002, the Company entered into an agreement with
  Fortune Capital Management (USA) Inc. (Fortune), pursuant to which
  Fortune has agreed to provide sales and marketing services the Company. Under
  the terms of the agreement, Fortune is to provide marketing concepts for the
  VirtuallyDating website, explore strategic partnerships for the website and
  provide conceptual design for marketing materials to advertise the website.
  The Company will pay $2,500 per month to Fortune and reimburse Fortune for expenses
  incurred in carrying out its duties under the agreement. The Agreement is for
  a term of 12 months.

Additional Website Development

The Company retains the services of 3 web-programming consultants
  to perform maintenance and additional development work. The consultants work
  under the Companys direct supervision and are paid by the Company on a
  monthly basis. Payment is tied to and based on the completion of specific tasks.
  The Company currently intends to continue to develop new features which will
  make the website more attractive to prospective members. Proposed features may
  include a WebPage entitled "Hey Bartender" which will provide recipes for alcoholic
  cocktails. Members will 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.

In addition to the foregoing, on July 15, 2002, the Company
  entered into a consulting agreement with Jon Wiggens, pursuant to which Mr.
  Wiggens has agreed to provide graphic design services to the Company for both
  the VirtuallyDating website and the Companys corporate website. In addition,
  Mr. Wiggens will provide the Company with graphic design services in connection
  with its ongoing marketing efforts, in the areas of both print media and online
  marketing. The agreement was originally for a term of 3 months but is currently
  being continued on a month to month basis. The Company is required to pay Mr.
  Wiggens a monthly fee of $3,000 (CDN) for services performed

---

under the agreement and to reimburse Mr. Wiggens for expenses
  incurred in carrying out his duties under the agreement.

During the period covered by this report the Company added
  an additional section to its website. The section offers Dear Abby
  style editorial content, addressing dating questions or dilemmas. Within this
  section, paid users may have one on one dating or relationship type questions
  answered directly by the Companys in-house relationship coach known on
  the site as Bridgette. Members can ask questions directly to Bridgette,
  who in turn sends the member her advice or reply. The reply is sent directly
  to the members personal mailbox hosted on the www.virtuallydating.com
  website.

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.

Cash Requirements

The Company currently has sufficient working capital to meet
  its operating requirements until June 30, 2003. In order to fund business activity
  beyond this date, the Company will need to arrange additional financing. Website
  development and marketing efforts will be dependent on the Companys ability
  to raise such additional financing. 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.

On June 25, 2001, as disclosed in the Companys Form
  8K dated July 6, 2001, Online Innovation, Inc. entered into a Common Stock Purchase
  Agreement with Fusion Capital Fund II, LLC, a Chicago based institutional investor.
  Pursuant to the Agreement, and subject to certain terms and conditions, Fusion
  has agreed to purchase $6,000,000 of the Company's common stock. Under the Agreement,
  the Company is not able to commence sales of its common stock to Fusion, and
  Fusion is not obligated to make any purchases of the Company's common stock,
  until the Company has filed a registration statement under the Securities Act
  of 1933 with the Securities and Exchange Commission. The Company has not filed
  a registration statement surrounding the Common Stock Purchase Agreement because
  of the current market conditions but will do so when management deems it to
  be appropriate.

On March 25, 2003, the Company received a loan of $10,000
  (CDN) from Snowy Creek Resources, Ltd. This loan is unsecured and has no specific
  interest or repayment terms. Snowy Creek Resources is a private company for
  which Marlene C. Schluter acts as president and director. Ms. Schluter is also
  a director of the Company.

---

On March 13, 2003, the Company received a loan of $7,500 (CDN)
  from NetGain Management Solutions, Inc. This loan is unsecured and has no specific
  interest or repayment terms. NetGain Management Solutions, Inc. is a private
  company wholly owned by Chad Lee. Mr. Lee is a director of the Company.

The Company intends to use available finances to fund ongoing
  operations. Funds will be utilized for general and administrative expenses,
  website maintenance and development, marketing and expenses related to the filing
  and preparation of a registration statement respecting the stock to be issued
  under the Stock Purchase Agreement.

Item 3  Controls And Procedures

The Company is managed exclusively by its principal executive
  officer and principal financial officer. The Company does not have management
  or employees which are separate from these 2 individuals. As a result, all disclosure
  decisions are made directly by the principal executive officer and principal
  financial officer of the Company and are based on direct knowledge of the Companys
  affairs held by them. These individuals also carry out all bookkeeping and other
  record keeping activities undertaken by the Company and make all business decisions
  for the Company. While the Company retains the services of a small number of
  consultants, none of these individuals has control over formal disclosure decisions
  or disclosure contained in documents such as press releases and financial reports.
  All formal disclosure documents are reviewed and approved by the Companys
  principal executive officer and principal financial officer and are based on
  first hand knowledge of these individuals (as opposed to knowledge derived from
  reports from employees, consultants or managers). As a consequence, the Companys
  principal executive officer and principal financial officer are of the view
  that the Companys disclosure controls and procedures are effective and
  result in full and true disclosure of material facts related to the Companys
  affairs.

There were no significant changes in the Companys internal
  controls or in other factors that could significantly affect these controls
  subsequent to the date of their evaluation, including any significant deficiencies
  or material weaknesses of internal controls that would require corrective action.

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.

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.

No securities were sold or issued by the Company during the period covered by this report.

---

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. No material arrearage in the payment of dividends and no delinquency
  with respect to any preferred stock of the Company has occurred.

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                                                                               
|    |                                                                                  
|    | 99.1                                                                             
|    |                                                                                  
|    | 99.2                                                                             
|    |                                                                                  
|(b) | No reports on form 8-K were filed during the period covered
      by this report.





---

SIGNATURES

In accordance with the requirements of section 13 or 15(d)
  of the Exchange Act, the registrant caused this report to be signed on its behalf
  by the undersigned, thereunto duly authorized.

|Date:   May
      15, 2003 |  | ONLINE INNOVATION, INC.          
|-------------------------- |  | ---------------------------------
|                           |  | (Registrant)                     
|                           |  |                                  
|                           |  |                                  
|                           |  | By:/s/ Chad D. Lee               
|                           |  | Chad D. Lee, President, Director,
|                           |  | Principal Executive Officer      
|                           |  |                                  
|                           |  |                                  
|                           |  | By:/s/ Marlene C. Schluter       
|                           |  | Marlene C. Schluter, Director,   
|                           |  | Principal Financial Officer      

In accordance with the Exchange Act, this report has been
  signed below by the following persons on behalf of the registrant and in the
  capacities and on the dates indicated.

By:  /s/ Chad D. Lee
  Chad D. Lee, President, Director,
  Principal Executive Officer

Date: May 15, 2003



By:  /s/ Marlene C. Schluter
  Marlene C. Schluter, Director,
  Principal Financial Officer

Date: May 15, 2003



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CERTIFICATION BY PRINCIPAL EXECUTIVE OFFICER

I, Chad D. Lee certify that:

|1. | I have reviewed this quarterly report on Form
      10-QSB of Online Innovation, Inc. (the Company);                                                                                                                                                                                                                                                                                                                           
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|2. | Based on my knowledge, this
        quarterly report does not contain any untrue statement of a material fact
        or omit to state a material fact necessary to make the statements made,
        in light of the circumstances under which such statements were made, not
        misleading with respect to the period covered by this quarterly report;                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|3. | Based on my knowledge, the
        financial statements, and other financial information included in this
        quarterly report, fairly present in all material respects the financial
        condition, results of operations and cash flows of the Company as of,
        and for, the periods presented in this quarterly report;                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|4. | The registrants other certifying
        officers and I are responsible for establishing and maintaining disclosure
        controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
        for the registrant and have:                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|5. | The registrants other
        certifying officers and I have disclosed, based on our most recent evaluation,
        to the registrants auditors and the audit committee of registrants
        board of directors (or persons performing the equivalent function):                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|6. | The registrants other
        certifying officers and I have indicated in this quarterly report whether
        or not there were significant changes in internal controls or in other
        factors that could significantly affect internal controls subsequent to
        the date of our most recent evaluation, including any corrective actions
        with regard to significant deficiencies and material weaknesses.

Date: May 15, 2003



/s/ Chad D. Lee
  Chad D. Lee, President, Director,
  Principal Executive Officer



---

CERTIFICATION BY PRINCIPAL FINANCIAL OFFICER

I, Marlene C. Schluter certify that:

|1. | I have reviewed this quarterly report on Form
      10-QSB of Online Innovation, Inc. (the Company);                                                                                                                                                                                                                                                                                                                           
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|2. | Based on my knowledge, this
        quarterly report does not contain any untrue statement of a material fact
        or omit to state a material fact necessary to make the statements made,
        in light of the circumstances under which such statements were made, not
        misleading with respect to the period covered by this quarterly report;                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|3. | Based on my knowledge, the
        financial statements, and other financial information included in this
        quarterly report, fairly present in all material respects the financial
        condition, results of operations and cash flows of the Company as of,
        and for, the periods presented in this quarterly report;                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|4. | The registrants other certifying
        officers and I are responsible for establishing and maintaining disclosure
        controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
        for the registrant and have:                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|5. | The registrants other certifying
        officers and I have disclosed, based on our most recent evaluation, to
        the registrants auditors and the audit committee of registrants
        board of directors (or persons performing the equivalent function):                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|6. | The registrants other
        certifying officers and I have indicated in this quarterly report whether
        or not there were significant changes in internal controls or in other
        factors that could significantly affect internal controls subsequent to
        the date of our most recent evaluation, including any corrective actions
        with regard to significant deficiencies and material weaknesses.



Date: May 15, 2003



/s/ Marlene C. Schluter
  Marlene C. Schluter, Director,
  Principal Financial Officer



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CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
  AS ADOPTED PURSUANT TO SECTION 906
  OF THE SARBANES-OXLEY ACT OF 2002



In connection with the Quarterly Report of Online Innovation, Inc. (the "Company")
  on Form 10-QSB for the period ending March 31, 2003 as filed with the Securities
  and Exchange Commission (the "Report"), I, Chad D. Lee, Principal Executive
  Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted
  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

|(1) | The Report fully complies
        with the requirements of Section 13(a) or 15(d) of the Securities Exchange
        Act of 1934; and                               
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                     
|(2) | The information contained
        in the Report fairly presents, in all material respects, the financial
        condition and results of operations of the Company.



Date: May 15, 2003



/s/ Chad D. Lee
  Chad D. Lee, President, Director,
  Principal Executive Officer



---



CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
  AS ADOPTED PURSUANT TO SECTION 906
  OF THE SARBANES-OXLEY ACT OF 2002



In connection with the Quarterly Report of Online Innovation, Inc. (the "Company")
  on Form 10-QSB for the period ending March 31, 2003 as filed with the Securities
  and Exchange Commission (the "Report"), I, Marlene C. Schluter, Principal Financial
  Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted
  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

|(1) | The Report fully complies
        with the requirements of Section 13(a) or 15(d) of the Securities Exchange
        Act of 1934; and                               
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                     
|(2) | The information contained
        in the Report fairly presents, in all material respects, the financial
        condition and results of operations of the Company.



Date: May 15, 2003



/s/ Marlene C. Schluter
  Marlene C. Schluter, Director,
  Principal Financial Officer



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