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

                                      Form 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
                  For the quarterly period ended September 30, 2001

[ ] 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) 669-7564
                                     --------------
                              Issuer's telephone number

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

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

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

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

                     APPLICABLE ONLY TO CORPORATE ISSUERS

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

As of November 9, 2001, the registrant's outstanding common stock consisted of
14,420,000 shares.

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

<PAGE>

                          ONLINE INNOVATION, INC.

                           INDEX TO FORM 10QSB

PART I - FINANCIAL INFORMATION                                          PAGE NO.

   Item 1.     Financial Statements

   Item 2.     Management Discussion and Analysis
               or Plan of Operation

PART II - OTHER INFORMATION

   Item 1.     Legal Proceedings

   Item 2.     Changes in Securities

   Item 3.     Defaults Upon Senior Securities

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

   Item 5.     Other Information

   Item 6.     Exhibits and Reports on Form 8-K


SIGNATURES


EXHIBITS

<PAGE>


PART 1 - FINANCIAL INFORMATION

Item 1 - Financial Statements

Attached are the registrant's unaudited financial statements for the three month
period ended September 30, 2001, with comparative figures for the three month
period ended September 30, 2000 and the Independent Accountant's Report thereon.

<PAGE>

                                MOEN AND COMPANY
                              CHARTERED ACCOUNTANTS

PO Box 10129                                   Telephone:          (604)662-8899
1400 - 701 West Georgia Street                 Fax:                (604)662-8809
Vancouver, BC V7Y 1C6                      Email:   moenandcompany@attcanada.net
--------------------------------------------------------------------------------


                         INDEPENDENT ACCOUNTANTS' REPORT



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

We have reviewed the accompanying Balance Sheets of Online Innovation, Inc. (A
Delaware Corporation) (A Development Stage Company) as of September 30, 2001 and
September 30, 2000, and the Statements of Income, Retained Earnings (Deficit),
Cash Flows and Stockholders' Equity for the three month periods then ended.
These financial statements are the responsibility of the Company's management.

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

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



                                                       /s/ Moen and Company


                                                       Chartered Accountants

Vancouver, British Columbia, Canada
November 9, 2001


<PAGE>


                           ONLINE INNOVATION, INC.
                          (A Delaware Corporation)
                        (A Development Stage Company)
                               Balance Sheets
                              September 30, 2001
                               (In U.S. Dollars)
                                  (Unaudited)
               (With Comparative Figures at September 30, 2000)


                                    ASSETS             2001            2000
                                                   ------------    ------------
Current Assets
   Cash                                            $     16,457    $     10,225
   Prepaid expense                                         -              1,343
                                                   ------------    ------------
                                                         16,457          11,568

Deferred tax asset (Notes 12(b) and 13(c))               52,500          52,500
Fixed assets
   Computer equipment, at cost less
     accumulated depreciation (Note 5)                   58,563          78,318
Computer software development (Notes 2(c) and 6(b))
   Application development stage costs                  325,000         400,000
                                                   ------------    ------------
                                                   $    452,520    $    542,386
                                                   ============    ============

                    LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
   Accounts payable                                $     54,675    $      4,054
   Due to related parties (Note 4)                       30,000            -
   Loan payable (Note 15)                                30,000            -
   Agreement payable - Stratford Internet
    Technologies (Note 6(b))                               -             75,000
                                                   ------------    ------------
                                                        114,675          79,054
                                                   ------------    ------------

Stockholders' Equity
   Capital Stock (Note 3)
     Authorized:
       75,000,000 common shares at $0.001 par
        value per share
     Issued and outstanding - 14,420,000
      common shares
       (2000 - 13,468,333 common shares)                 14,420          13,468
     Paid in capital in excess of par value
       of stock                                       2,218,430       1,674,532
   Deficit accumulated during development
       stage (Note 1)                                (1,895,085)     (1,224,748)
   Cumulative translation (Note 2(b))                        80              80
                                                   ------------    ------------
                                                        337,845         463,332
                                                   ------------    ------------
                                                   $    452,520    $    542,386
                                                   ============    ============

Approved on Behalf of the Board

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

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

        See Accompanying Notes and Independent Accountants' Report

<PAGE>

                           ONLINE INNOVATION, INC.
                          (A Delaware Corporation)
                        (A Development Stage Company)
                            Statements of Income
                     Three Months Ended September 30, 2001
                              (In U.S. Dollars)
                                 (Unaudited)
    (With Comparative Figures for Three Months Ended September 30, 2000)

<TABLE>
<CAPTION>
                                                          Cumulative From
                                                          Inception Date
                                                          of Aug 1, 1997               Three Months Ended
                                                         to September 30,                September 30,
                                                                             ------------------------------------
                                                                2001               2001                   2000
                                                         -----------------   -----------------   -----------------
<S>                                                      <C>                 <C>                 <C>
Administration Costs
   Compensation on stock options                         $       150,000     $         -         $         -
   Commitment shares issued under
    funding agreement                                            345,600               -                   -
   Depreciation                                                   57,650              4,584               8,035
   Filing and transfer agent fees                                 18,774              1,109                 512
   Financing costs                                                22,550               -                   -
   Management and consulting fees                                443,586             15,000              17,568
   Office expenses, net                                          131,135              6,018              13,149
   Option payment, mineral properties                             30,000               -                   -
   Professional fees                                             195,019             12,726              16,362
   Promotion, investor relations,
    and investor communications                                   84,504                227                -
   Computer technology and
    software development-preliminary
    development stage costs                                      257,576            (73,179)               -
   Website marketing/Banner
    advertising costs                                            190,259              5,663              42,961
   Travel expenses                                                20,932               -                   -
                                                         ---------------     --------------      --------------
                                                              (1,947,585)            27,852             (98,587)
   Deferred income taxes                                          52,500               -                   -
                                                         ---------------     --------------      --------------
   Net loss for the period                               $    (1,895,085)    $       27,852      $      (98,587)
                                                         ===============     ==============      ==============

   Net loss per share, basic and diluted                                     $        (0.00)     $        (0.01)
                                                                             ==============      ==============
</TABLE>

        See Accompanying Notes and Independent Accountants' Report

<PAGE>

                           ONLINE INNOVATION, INC.
                          (A Delaware Corporation)
                        (A Development Stage Company)
                          Statement of Cash Flows
                   Three Months Ended September 30, 2001
                              (In U.S. Dollars)
                                 (Unaudited)
    (With Comparative Figures for Three Months Ended September 30, 2000)

<TABLE>
<CAPTION>
                                                          Cumulative From
                                                          Inception Date
                                                          of Aug 1, 1997               Three Months Ended
                                                         to September 30,                September 30,
                                                                             ------------------------------------
                                                                2001               2001                   2000
                                                         -----------------   -----------------   -----------------
<S>                                                      <C>                 <C>                 <C>
Cash Provided by (Used for)
Operating Activities
   Net loss for the period                               $    (1,895,085)    $       27,852      $      (98,587)
   Item not requiring use of cash:
     Depreciation                                                 57,650              4,584               8,035
     Compensation on stock options                                  -                  -                   -
     Commitment shares                                           345,600               -                   -
     Shares issued for services                                   11,750            (82,250)               -
     Cumulative translation                                           80               -                   -
   Changes in non-cash working capital items
     Deferred income tax                                         (52,500)              -                   -
     Prepaid expense (increase)
     Accounts payable (decrease)                                  54,675             25,452             (19,153)
     Agreement payable                                              -               (75,000)            (25,000)
                                                         ---------------     --------------      --------------
                                                              (1,477,830)           (99,362)           (134,705)
                                                         ---------------     --------------      --------------
Investing Activities
   Computer software development application
    development stage costs                                     (325,000)            75,000                -
   Fixed assets purchased                                       (116,213)            (2,019)               -
                                                         ---------------     --------------      --------------
                                                                (441,213)            72,981                -
                                                         ---------------     --------------      --------------

Financing Activities
   Capital stock subscribed                                    1,875,500               -                 50,592
   Loan payable                                                   30,000             30,000                -
   Due to related parties                                         30,000               -                   -
                                                         ---------------     --------------      --------------
                                                               1,935,500             30,000              50,592
                                                         ---------------     --------------      --------------

Cash increase (decrease) during the period                        16,457              3,619             (84,113)
Cash, Beginning of period                                           -                12,838              94,338
                                                         ---------------     --------------      --------------

Cash, End of period                                      $        16,457     $       16,457      $       10,225
                                                         ===============     ==============       =============
</TABLE>

        See Accompanying Notes and Independent Accountants' Report

<PAGE>

                           ONLINE INNOVATION, INC.
                          (A Delaware Corporation)
                        (A Development Stage Company)
                       Statements of Retained Earnings
                                   (Deficit)
                    Three Months Ended September 30, 2001
                              (In U.S. Dollars)
                                 (Unaudited)
    (With Comparative Figures for Three Months Ended September 30, 2000)

<TABLE>
<CAPTION>
                                                          Cumulative From
                                                          Inception Date
                                                          of Aug 1, 1997               Three Months Ended
                                                         to September 30,                September 30,
                                                                             ------------------------------------
                                                                2001               2001                   2000
                                                         -----------------   -----------------   -----------------
<S>                                                      <C>                 <C>                 <C>
Balance (deficit), beginning of period                   $          -        $   (1,922,937)     $   (1,126,161)

Net loss for the period                                       (1,895,085)            27,852             (98,587)
                                                         ---------------     --------------      --------------

Balance (deficit), end of period                         $    (1,895,085)    $   (1,895,085)     $   (1,224,748)
                                                         ===============     ==============       =============
</TABLE>


        See Accompanying Notes and Independent Accountants' Report

<PAGE>


                           ONLINE INNOVATION, INC.
                          (A Delaware Corporation)
                        (A Development Stage Company)
                      Statement of Stockholders' Equity
         From Date of Inception on August 1, 1997 to September 30, 2001
                              (In U.S. Dollars)
                                 (Unaudited)
<TABLE>
<CAPTION>
==================================================================================================================================
                                       Number of                Additional     Total     Retained                       Total
                                        Common         par       Paid-in      Capital    Earnings    Cumulative     Stockholders'
                                        Shares        Value      Capital       Stock     (Deficit)   Translation        Equity
                                   -----------------------------------------------------------------------------------------------
<S>                                <C>            <C>         <C>          <C>          <C>          <C>          <C>
Net loss for eleven month period
 ended June 30, 1998                                                                    $   (144,175)             $   (144,175)
Issued for cash, @$0.01
 October 23, 1997                   1,500,000     $  1,500    $   13,500   $   15,000                                   15,000
Issued for cash, @$0.001
 May 8, 1997                          500,000          500                        500                                      500
Issued for assignment of option
 on mineral properties, @$0.0035
 September 30, 1997                 8,500,000        8,500        21,500       30,000                                   30,000
                                   -----------------------------------------------------------------------------------------------
                                   10,500,000       10,500        35,000       45,500       (144,175)                  (98,675)
Shares subscribed and fully
 paid and issued, @$0.50
 April 6, 1999                         85,000           85        42,415       42,500                                   42,500
                                   -----------------------------------------------------------------------------------------------
Balance, June 30, 1998             10,585,000       10,585        77,415       88,000       (144,175)                  (56,175)
Net loss for year ended
 June 30, 1999                                                                              (478,497)                 (478,497)
Compensation on stock options                                    120,000      120,000                                  120,000
Cumulative translation                                                                               $   (1,055)        (1,055)
Issued for cash, @$0.50
 April 6, 1999                         20,000           20         9,980       10,000                                   10,000
Issued for cash, @$0.50
 April 6, 1999                        100,000          100        49,900       50,000                                   50,000
Issued for private business
 (note 7), @$0.50
 April 2, 1999                        400,000          400       199,600      200,000                                  200,000
Issued for cash (note 14),
 @$0.50 April 15, 1999              1,600,000        1,600       798,400      800,000                                  800,000
                                   -----------------------------------------------------------------------------------------------
Balance, June 30, 1999             12,705,000       12,705     1,255,295    1,268,000       (622,672)    (1,055)       644,273
Cumulative translation                                                                                      543            543
Shares subscribed and fully
paid, @$0.50 January 4, 2000          450,000          450       224,550      225,000                                  225,000
Net loss for year
 ended June 30, 2000                                                                        (503,489)                 (503,489)
Cumulative translation
 Issued for exercise of
 option @ $0.50
 March 13, 2000                       100,000          100        49,900       50,000                                   50,000
Compensation on stock options                                     30,000       30,000                                   30,000
Exercise of warrants @ $0.50
 May 9, 2000                           50,000           50        24,950       25,000                                   25,000
Exercise of warrants @ $0.60
 June 16, 2000                         66,667           67        39,933       40,000                                   40,000
                                   -----------------------------------------------------------------------------------------------
Balance, June 30, 2000             13,371,667       13,372     1,624,628    1,638,000     (1,126,161)      (512)       511,327
Exercise of warrants @$0.60
 August 17, 2000                       83,333           83        49,917       50,000                                   50,000
Exercise of warrants @$0.60
 February 9, 2001                     250,000          250       149,750      150,000                                  150,000
Issued for services at an
 ascribed price of $0.47 per
 share on June 11, 2001               200,000          200        93,800       94,000                                   94,000
Issue for cash, @$0.75
 June 19, 2001                         50,000           50        37,450       37,500                                   37,500
Issued as commitment shares
 at an ascribed price of $0.54
 per share on June 25, 2001           640,000          640       344,960      345,600                                  345,600
Net loss for year ended
 June 30, 2001                                                                             (796,776)                  (796,776)
Cumulative translation                                                                                      592            592
                                   -----------------------------------------------------------------------------------------------
Balance, June 30, 2001             14,595,000       14,595     2,300,505    2,315,100    (1,922,937)         80        392,243
Cancellation of 175,000
 shares on August 23, 2001           (175,000)        (175)      (82,075)     (82,250)                                 (82,250)
Net income for quarter ended
 September 30, 2001                                                                          27,852                     27,852
                                   -----------------------------------------------------------------------------------------------
Balance, September 30, 2001        14,420,000     $ 14,420    $2,218,430   $2,232,850   $(1,895,085) $       80   $    337,845
                                   ===============================================================================================
</TABLE>

        See Accompanying Notes and Independent Accountants' Report


<PAGE>

                              ONLINE INNOVATION, INC.
                             (A Delaware Corporation)
                          (A Development Stage Company)
                          Notes to Financial Statements
                               September 30, 2001
                                (In U.S. Dollars)
                                   (Unaudited)

Note 1.   BUSINESS OPERATIONS

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

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

Note 2.   SIGNIFICANT ACCOUNTING POLICIES

          a)   Administration Costs

               Administration costs are written off to operations when incurred.

          b)   Translation of Foreign Currency

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

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

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

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

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

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

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

<PAGE>

                              ONLINE INNOVATION, INC.
                             (A Delaware Corporation)
                          (A Development Stage Company)
                          Notes to Financial Statements
                               September 30, 2001
                                (In U.S. Dollars)
                                   (Unaudited)

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

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

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

                                                    Three Months
                                                    September 30,
                                              ---------------------------
                                                  2001          2000
                                              ---------------------------
               Beginning balance,
                September 30, 2001 & 2000     $        80   $     (1,055)
               Changes during the period             -             1,135
                                              -----------   ------------
               Ending balance, September
                30, 2001 & 2000               $        80   $         80
                                              ===========   ============

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

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

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

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

               Amortization of computer software costs of $325,000 will commence
               when the software service is available to be marketed. The
               amortization period is for twenty-six months on a straight-line
               basis. The software is not available to be marketed as at
               September 30, 2001, and therefore no amortization of this cost
               has been charged to operations for the period ended September 30,
               2001.

<PAGE>

                              ONLINE INNOVATION, INC.
                             (A Delaware Corporation)
                          (A Development Stage Company)
                          Notes to Financial Statements
                               September 30, 2001
                                (In U.S. Dollars)
                                   (Unaudited)

Note 3.   CAPITAL STOCK

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

          b)   Common shares issued and outstanding are as follows:

                                                       Shares       $
                                                   -----------  -----------
               Balance, June 30, 2001              14,595,000   $ 2,315,100
               Canceled on August 23, 2001           (175,000)      (82,250)
                                                   -----------  -----------
               Balance, September 30, 2001         14,420,000   $ 2,232,850
                                                   ===========  ===========

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

Note 4.   RELATED PARTY TRANSACTIONS:

          a) (i)    Pursuant to a management agreement effective November 1,
                    1998, the Company pays $2,500 per month to MCS Management
                    Ltd., a company wholly owned by Ms. Marlene C. Schluter,
                    Director, Secretary, and Treasurer of the Company, for
                    management services provided to the Company by MCS
                    Management Ltd.

             (ii)   Pursuant to a management agreement effective July 1, 1999,
                    the Company pays $2,500 per month to Netgain Management
                    Solutions Inc., a company wholly owned by Mr. Chad D. Lee,
                    President, Chief Financial Officer, CEO, and Director of the
                    Company.

          b)   Directors and Officers of the Company are beneficial owners of
               common shares of the Company, as follows, at September 30, 2001:

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

          c)   As at September 30, 2001 loans to the Company unpaid are as
               follows:

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

               These loans are non interest bearing, are unsecured, and have no
               specific terms of repayment.

<PAGE>

                              ONLINE INNOVATION, INC.
                             (A Delaware Corporation)
                          (A Development Stage Company)
                          Notes to Financial Statements
                               September 30, 2001
                                (In U.S. Dollars)
                                   (Unaudited)

Note 5   FIXED ASSETS - COMPUTER EQUIPMENT

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

         The cost and accumulated depreciation are as follows:

                                                        September 30,
                                                 ---------------------------
                                                        2001            2000
                                                 -----------     -----------
         Cost                                    $   116,213     $   107,138
         Accumulated depreciation                    (57,450)        (28,820)
                                                 -----------     -----------
         Net balance                             $    58,563     $    78,318
                                                 ===========     ===========

Note 6.   COMPUTER TECHNOLOGY AND WEBSITE COSTS

          a)   Acquisition From Online Innovation

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

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

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

          b)   Computer Software Costs capitalized

               By agreement dated July 30, 1999 between the Company and
               Stratford Internet Technologies ("Stratford"), Stratford had been
               engaged to create, maintain, upgrade and supply artwork, computer
               files, and coding for a website at www.virtuallydating.com for
               the amount of $400,000 US, less unpaid amount of $75,000 reversed
               in these financial statement for the quarter ended September 30,
               2001, due to bankruptcy of Stratford for a net amount of
               $325,000, which is capitalized in these financial statements.


<PAGE>

                              ONLINE INNOVATION, INC.
                             (A Delaware Corporation)
                          (A Development Stage Company)
                          Notes to Financial Statements
                               September 30, 2001
                                (In U.S. Dollars)
                                   (Unaudited)


Note 7.   LEASE OBLIGATIONS

          a)   Computer Lease

               On June 1, 1999, the Company entered into a 36 month lease with
               Leasing Solution (Canada) Inc. for computer equipment to be used
               by the Company. Lease payments are expensed as they are incurred.
               Lease obligations for balance of the fiscal year ending June 30,
               2002 total CAD$910.

          b)   Lease of Premises

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

Note 8   COMPENSATION/STOCK OPTION/DEFERRED COMPENSATION ARRANGEMENT

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

          b)   No liability for potential pension costs has been recorded to
               June 30, 2001.

Note 9   NET LOSS PER SHARE

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

Note 10  INCOME TAXES

          The Company has losses carried forward to future years of $1,977,335.
          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,
          agreement payable, loan 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.

<PAGE>

                              ONLINE INNOVATION, INC.
                             (A Delaware Corporation)
                          (A Development Stage Company)
                          Notes to Financial Statements
                               September 30, 2001
                                (In U.S. Dollars)
                                   (Unaudited)


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 expiring
                January 31, 2003. February 1, 2000 is the measurement date and
                the vesting date. There are five options for 50,000 shares each
                at prices of $2.00, $3.00, $4.00, $5.00, $7.00 per share,
                respectively.

          (b)   The compensation of $30,000 was expensed in the year ended June
                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
                                                                       =========

          (c)   Action Stocks Incorporated

                The Company accounts for stock-based compensation issued to non-
                employees and consultants in accordance with the provisions of
                SFAS 123 and the Emerging issues Task Force consensus in issue
                No. 96-18("EITF 96-18"), "Accounting for Equity Instruments that
                are issued to Other Than Employees for Acquiring or in
                Conjunction with Selling, Goods or Services".

                On June 11, 2001, the Company entered into a Promotion Agreement
                with Action Stocks Incorporated, providing for the promotion by
                Action of Online Innovation, Inc. to the general investment
                community for a term of 6 months. The compensation to Action
                under this Agreement consisted of 200,000 Common Shares, at
                $0.47 per share payable over a six month period as follows:

                1st Month:   25,000 Common Shares, (upon execution of contract)
                2nd Month:   25,000 Common Shares
                3rd Month:   25,000 Common Shares
                4th Month:   25,000 Common Shares
                5th Month:   50,000 Common Shares
                6th Month:   50,000 Common Shares
                            -------
                            200,000
                            =======

<PAGE>

                              ONLINE INNOVATION, INC.
                             (A Delaware Corporation)
                          (A Development Stage Company)
                          Notes to Financial Statements
                               September 30, 2001
                                (In U.S. Dollars)
                                   (Unaudited)


Note 12  CONSULTING AGREEMENTS (cont'd)

          On July 9, 2001, the Company exercised it's right to terminate the
          agreement in accordance with the termination clause of the agreement.
          The company has issued 25,000 common shares under this agreement to
          Action Stocks, Incorporated. The remaining 175,000 shares issued in
          Action Stocks Incorporated name are in the possession of Online
          Innovation, Inc. and are cancelled as of August 23, 2001, and
          accordingly during the quarterly ended September 30, 2001, the amount
          of $82,250, representing 175,000 shares at $0.47 per share has been
          credited to expense with a corresponding reduction in Capital Stock
          represented by a reduction in par value of $175 and a reduction in
          additional paid-in capital of $82,075.

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 are outstanding as at September
               30, 2001.

          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
                                                                     ==========


<PAGE>

                              ONLINE INNOVATION, INC.
                             (A Delaware Corporation)
                          (A Development Stage Company)
                          Notes to Financial Statements
                               September 30, 2001
                                (In U.S. Dollars)
                                   (Unaudited)

Note 14 COMMON STOCK PURCHASE AGREEMENT WITH FUSION CAPITAL FUND II,
        LCC

        On June 25, 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. The stock will be purchased at a rate of
        $10,000 per trading day, or $200,000 every 20 trading days. The purchase
        price of the stock will be based on the market price of the Company's
        common shares at the time of purchase.

        The Company will have the right to decrease the daily purchase rate of
        $10,000 at any time. In the event of such a decrease, it will also have
        the right to increase the daily purchase rate back to $10,000 at any
        time. In addition, if the closing price of the Company's shares is above
        $3.00 for five consecutive trading days, the Company will have the right
        to increase the daily purchase rate above $10,000. If the Company
        chooses to increase the daily purchase rate above $10,000 and the
        closing price of the Company's shares falls below $3.00, the daily
        purchase rate will be reduced to $10,000. The Company may, at any time,
        suspend purchases under the Agreement. In addition, no purchase will be
        made if such purchase would cause Fusion, together with any of its
        affiliates, to own in excess of 9.9% of the Company's common stock.

        The Company will not be obligated to sell and Fusion will not be able to
        purchase any common stock under the Agreement if the purchase price for
        the stock (based on the market price of the Company's shares at the time
        of purchase) would be less than $0.75. The Company may, at its
        discretion, increase this "floor price". The Company may also, with the
        consent of Fusion, decrease the floor price. Fusion is prohibited,
        during the term of the Agreement, from effecting any short sales of the
        Company's common stock or entering into any hedging transaction which
        establishes a net short position with respect to the Company's common
        stock.

        As consideration for entering into the Agreement, the Company has agreed
        to issue 640,000 shares of its common stock to Fusion. In addition, the
        Company has agreed to issue to Fusion share purchase warrants entitling
        Fusion to purchase up to 320,000 shares of the Company's common stock at
        a price of $0.75. The warrants are exercisable for a period of 5 years
        from the date of issue. Subject to certain conditions, Fusion has agreed
        not to transfer or sell any of these shares for 600 trading days from
        the date of the Agreement.


<PAGE>

                              ONLINE INNOVATION, INC.
                             (A Delaware Corporation)
                          (A Development Stage Company)
                          Notes to Financial Statements
                               September 30, 2001
                                (In U.S. Dollars)
                                   (Unaudited)


Note 14 COMMON STOCK PURCHASE AGREEMENT WITH FUSION CAPITAL FUND II,
        LCC (cont'd)

        Under the Agreement, the Company is not obligated 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 respecting at least 2,000,000 of the
        shares of the Company's common stock to be issued pursuant to the
        Agreement. The registration statement must also register the 640,000
        commitment shares issued by the Company and any shares to be acquired by
        Fusion pursuant to the exercise of the warrants described above.

        The Company intends to use the proceeds of the financing to fund ongoing
        operations. Funds will be utilized for general and administrative
        expenses, ongoing development of the Company's internet based products
        and services and for marketing of those products and services.

        The 640,000 commitment shares are recorded as issued at an ascribed
        price of $0.54 per share, as at the preceding fiscal year ended June 30,
        2001.

NOTE 15  LOAN PAYABLE

        The Company received Convertible Bridge Financing from Progressive
        Contracting Ltd. of $30,000 and this loan is secured by a Promissory
        Note dated August 29, 2001, with interest payable of 10% per annum,
        maturing August 31, 2002.

        The Promissory Note has conversion terms, as follows:

        (a)   After August 31, 2002 (the "Maturity Date"), Progressive
              Contracting Ltd. shall have the right, at his option, on or after
              the Maturity Date to convert the principal amount of this Note,
              together with all accrued interest thereon in accordance with the
              provisions of and upon satisfaction of the conditions contained in
              this Note, into fully paid and nonassessable shares of the
              Company's Common Stock at a conversion price of $0.30 per share
              (the "Conversion Shares").

        (b)   The conversion rights of Progressive Contracting Ltd. set forth in
              this Section may be exercised only on the "Maturity Date" and at
              any time thereafter but prior to payment in full of the principal
              amount of and accrued interest on this Note.

        The directors and officers of Progressive Contracting Ltd. are arm's
        length third parties.


<PAGE>

Item 2 - Management Discussion and Analysis or Plan of Operation

General

The Company's business is conducted through its website,
www.VirtuallyDating.com. The website was operational for beta testing in
February, 2000 and became operational in July, 2000.  The website is only
operational in terms of limited member services, however. The e-commerce
portion of the website and key value added components are not yet operational.
Since the e-commerce portion of the website will include the payment
infrastructure for merchandise and membership fees, the Company is not currently
charging membership fees. The Company is currently working with a group of web
development consultants to complete the development and deployment of the
e-commerce component of the website. The Company currently anticipates that the
e-commerce functions will be operational by December 31, 2001. In addition, the
Company will be developing other features and functions for the website (see
"additional website development" below). In addition to website development,
over the next 12 months the Company will also be focusing on marketing and
financing.

Forward Looking Statements

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

Marketing Strategies

   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 has been 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.  As indicated above, the website
was launched in July, 2000. Member services are fully functional, but the

<PAGE>

e-commerce component of the website, which will include the fee payment
infrastructure, is not yet operational. As of November 14, 2001, the Company
had 36,058 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 year and its plans to raise capital in the upcoming
year.

The target market for the Company's service is single adults, aged 18-49, with
basic computer skills and access to the internet. The Company intends to focus
on the North American market in the short term and consider other markets at a
later date.

   Online Advertising
   ------------------

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

Affiliations with other websites also provide an avenue for marketing for
internet companies. Companies with similar markets can form various types of
strategic alliances to promote one another's products and services. The key
component is usually a link to the affiliate company's website. 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
focusing its initial energy on this sector because of the relatively low cost
and the ability to reach its target market (i.e. personal computer users)
effectively. It will, however, assess other marketing tools and utilize those
which it feels will enable it to reach its target market in the most efficient
and cost effective manner.

   Print Media, T.V., Radio and Billboards
   ---------------------------------------

While management is of the view that online advertising is the most
cost-effective marketing tool, it also believes that other, more traditional
methods of marketing will be effective and must be developed to the fullest
extent possible. Management envisions placing advertisements in the personals
sections of major newspapers and in high circulation magazines with general
readership to brand the VirtuallyDating name and to expose the Company to a
wider audience. Determination as to whether these types of advertisements will

<PAGE>

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.

Additional Website Development

Initial work on the Company's website was performed by Stratford Internet
Technologies Inc. (Stratford") pursuant to a consulting agreement between the
Company and Stratford. As disclosed in the Company's most recent Form 10KSB,
however, Stratford was unable to complete the development of the Company's
website in accordance with the terms of the consulting agreement. As a result
of this failure and upon learning that a trustee in bankruptcy had been
appointed to manage Stratford's affairs, the Company terminated its relationship
with Stratford and retained independent consultants to complete the development
of the website. The consultants performing the development services are 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 or portions of
the development work. The Company's focus with respect to website development
during the upcoming months will be to complete the development and launch of the
e-commerce functions.  The Company anticipates that this work will be completed
by December 31, 2001. The Company anticipates that it will cost an additional
$75,000 to complete the development and launch the e-commerce functions.
After the e-commerce functions have been added to the website, the Company
intends to continue to develop new features which will make the website more
attractive to prospective members. Proposed features may include the
development of live video chat functions for members whose personal computers
have the capacity to perform video conferencing/interaction. In addition, the
Company intends to create a webpage entitled "Hey Bartender" which would provide
recipes for alcoholic cocktails. Members would be invited to post their own
favorite recipes on the page. Another section entitled "Postcards From Stanley"
may be created. This section would feature travel reviews of destinations
geared towards singles.

Purchase of Equipment

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

Employees

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

Cash Requirements

The Company currently has sufficient working capital to meet its operating
requirements until December 31, 2001. 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.

<PAGE>

As disclosed in the Company's most recent 8-K filing, the Company recently
entered into a Common Stock Purchase Agreement (the "Stock Purchase Agreement")
with Fusion Capital Fund II, LLC, a Chicago based institutional investor
("Fusion"). Pursuant to the Stock Purchase Agreement, subject to certain terms
and conditions discussed further below, Fusion has agreed to purchase $6,000,000
of the Company's common stock. The stock will be purchased at a rate of $10,000
per trading day, or $200,000 every 20 trading days. The purchase price of the
stock will be based on the market price of the Company's common shares at the
time of purchase. Under the Stock Purchase Agreement, the Company is not
obligated 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 respecting at least 2,000,000 of the shares
of the Company's common stock to be issued pursuant to the Stock Purchase
Agreement. In order to secure the funds available under the Stock Purchase
Agreement, therefore, it will be necessary for the Company to focus its energies
on preparing and filing a registration statement with the Securities and
Exchange Commission.  The Company anticipates that this process will cost
approximately $100,000 and take approximately 6 months to complete.

In order to complete the registration process, the Company will have to secure
intermediate financing.  On August 29, 2001, the Company negotiated a $30,000
loan. The loan is due and payable on August 31, 2002 (the "Maturity Date") and
is secured by a convertible promissory note.  The loan bears interest at a rate
of 10% per annum. The promissory note is convertible at the option of the
noteholder at any time after the Maturity Date into common shares of the Company
at a conversion price of $0.30 per share. The conversion rights may be
exercised at any time after the Maturity Date, but must be exercised prior to
payment in full of the principal amount of the loan and any accrued interest.
The Company will require additional funding, however, in order to meet its
ongoing obligations past December 31, 2001. The Company is, therefore,
currently exploring various financing options.   There is no guarantee that
adequate financing will be arranged. Without additional financing, the Company
may be unable to access the funds that are to be made available under the Stock
Purchase Agreement and may be unable to continue operations.

The Company intends to use the proceeds of any financing to fund ongoing
operations. Specifically, funds will be utilized for general and administrative
expenses and expenses related to the filing and preparation of a registration
statement respecting the stock to be issued under the Stock Purchase Agreement.
Funds will also be utilized for ongoing development of the Company's internet
based products and services and for marketing of those products and services.


PART II - OTHER INFORMATION


Item 1 - Legal Proceedings

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

<PAGE>

Item 2 -Change in Securities

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

On august 29, 2001, the Company issued a convertible promissory note to
Progressive Contracting Ltd. to secure a loan of $30,000 made to the Company.
The promissory note is convertible at the option of the Progressive Contracting
Ltd. at any time after August 31, 2002 into common shares of the Company at a
conversion price of $0.30 per share. The conversion rights must be exercised
prior to payment in full of the principal amount of the loan and any accrued
interest. The conversion rights may be exercised in respect of the principal
amount of the loan and any accrued interest at the time of conversion. The
promissory note was issued without registration under the Securities Act in
reliance on the safe harbor provisions of Regulation S promulgated under the
Securities Act. The noteholder was not a "U.S. person" as that term is defined
in Rule 902(o) of Regulation S and the sale of the securities constituted an
"offshore transaction" as that term is defined in Rule 902(i) of Regulation S.

On August 23, 2001, the Company cancelled 175,000 shares of its common stock
that had previously been issued in the name of Action Stocks, Inc. pursuant to
a consulting agreement between the Company and Action Stocks, Inc. The shares
were issued but never delivered to Action Stocks, and the Company terminated the
agreement with Action Stocks in accordance with its provisions before the
obligation to deliver the shares arose.

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 other information reportable pursuant to this section.

Item 6 - Exhibits and Reports on Form 8-K

(a)   Exhibits

      15   Letter on Unaudited Financial Information

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



<PAGE>

SIGNATURES

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


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


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

<PAGE>