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 December 31, 2000

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT
     For the transition period from _________ to __________________

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

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

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

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

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

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

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

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

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

                       APPLICABLE ONLY TO CORPORATE ISSUERS

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

As of February 13, 2001, the registrant's outstanding common stock consisted of
13,305,000 shares.

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

<PAGE>

                             ONLINE INNOVATION, INC.

                              INDEX TO FORM 10QSB

PART I - FINANCIAL INFORMATION                                          PAGE NO.

   Item 1.     Financial Statements

   Item 2.     Management Discussion and Analysis
               or Plan of Operation

PART II - OTHER INFORMATION

   Item 1.     Legal Proceedings

   Item 2.     Changes in Securities

   Item 3.     Defaults Upon Senior Securities

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

   Item 5.     Other Information

   Item 6.     Exhibits and Reports on Form 8-K


SIGNATURES


EXHIBITS

<PAGE>


PART 1 - FINANCIAL INFORMATION

Item 1 - Financial Statements

Attached are the registrant's unaudited financial statements for the six month
period ended December 31, 2000, with comparative figures for the six month
period ended December 31, 1999, and the Independent Accountant's Report thereon.

<PAGE>

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

                                   ASSETS

                                                         2000          1999
                                                      -----------   -----------
Current Assets (Note 17)
   Cash                                              $       -     $    312,831
   Prepaid expense                                           -            1,371
                                                      -----------   -----------
                                                             -          314,202
                                                      -----------   -----------
Deferred income tax (Notes 13 and 14)                      52,500        42,000
                                                      -----------   -----------
Fixed assets (Note 5)
   Computer equipment, at cost                            107,138        63,853
   Less: accumulated depreciation                         (36,855)       (4,893)
                                                      -----------   -----------
                                                           70,283        58,960
                                                      -----------   -----------
Computer software development (Note 2(d) and 6(b))
   Application development stage costs                    400,000       400,000
                                                      -----------   -----------
                                                     $    522,783  $    815,162
                                                      ===========   ===========

                     LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
   Bank overdraft                                    $         52  $       -
   Accounts payable and accrued (Note 4(a)(ii))            25,423         2,500
   Due to related parties (Note 4(d))                      20,000          -
   Agreement payable - Stratford Internet
     Technologies (Note 6(b))                              75,000       125,000
                                                      -----------   -----------
                                                          120,475       127,500
                                                      -----------   -----------
Stockholders' Equity
   Capital Stock (Note 3)
    Authorized:
     75,000,000 common shares at $0.001 par value
    Capital stock subscribed and unissued                               225,000
    Issued and outstanding
     13,468,333 common share ( 1999 - 12,705,000
      shares) - par value                                  13,468        12,705
     Paid in capital in excess of par value of stock    1,674,532     1,255,295
Deficit accumulated during development stage (Note 1)  (1,285,772)     (804,826)
Cumulative translation                                         80          (512)
                                                      -----------   -----------
                                                          402,308       687,662
                                                      -----------   -----------
                                                     $    522,783  $    815,162
                                                      ===========   ===========

Approved on Behalf of the Board

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

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

          See Accompanying Notes and Independent Accountants' Report

<PAGE>


                           ONLINE INNOVATION, INC.
                          (A Delaware Corporation)
                        (A Development Stage Company)
                        Statement of Profit and Loss
                     Six Months Ended December 31, 2000
                              (In U.S. Dollars)
                                 (Unaudited)
       (With Comparative Figures for Six Months Ended December 31, 1999)
<TABLE>
<CAPTION>
                                           Cumulative From
                                            Inception Date
                                            of Aug 1, 1997            Six Months Ended                       Quarter Ended
                                            to December 31,             December 31,                          December 31,
                                                             -----------------------------------   --------------------------------
                                                 2000             2000                  1999           2000                1999
                                            ---------------  ---------------     ---------------   ---------------    --------------
<S>                                         <C>              <C>                 <C>               <C>                <C>
Administration Costs
   Compensation expense - stock options     $     150,000    $       -           $        -        $       -          $       -
   Depreciation                                    36,855          16,070                4,816            8,035              4,816
   Filing and transfer agent fees                  14,672             562                3,598               50              2,776
   Financing costs                                 22,550            -                    -                -                  -
   Management and consulting fees                 382,401          40,742               96,000           23,174             55,500
   Office expenses, net                           107,163          20,266               23,981            7,117             16,331
   Option payment on mineral properties            30,000            -                    -                -                  -
   Professional fees                               98,795          20,832                7,503            4,470              4,319
   Promotion, investor relations, and
    investor communications                        83,519             480               25,708              480             14,706
   Computer technology and website costs          227,325            -                   7,202             -                 7,203
   Website marketing/Banner advertising
    costs                                         164,060          52,255                9,032            9,294              9,032
   Travel expenses                                 20,932           8,404                4,314            8,404              4,314
                                            -------------    ------------        -------------     ------------       ------------
                                               (1,338,272)       (159,611)            (182,154)         (61,024)          (118,997)
Deferred tax expense                               52,500            -                    -                -                  -
                                            -------------    ------------        -------------     ------------       ------------
Net loss for the period                     $  (1,285,772)   $   (159,611)       $    (182,154)    $    (61,024)      $   (118,997)
                                            =============    ============        =============     ============       ============

Net loss per share, basic and diluted                        $      (0.01)      $        (0.02)    $      (0.01)      $      (0.01)
                                                             ============        =============     ============       ============
</TABLE>

          See Accompanying Notes and Independent Accountants' Report

<PAGE>

                           ONLINE INNOVATION, INC.
                          (A Delaware Corporation)
                        (A Development Stage Company)
                           Statement of Cash Flows
                      Six Months Ended December 31, 2000
                              (In U.S. Dollars)
                                 (Unaudited)
       (With Comparative Figures for Six Months Ended December 31, 1999)
<TABLE>
<CAPTION>
                                           Cumulative From
                                            Inception Date
                                            of Aug 1, 1997            Six Months Ended                       Quarter Ended
                                            to December 31,             December 31,                          December 31,
                                                             -----------------------------------   --------------------------------
                                                 2000             2000                  1999           2000                1999
                                            ---------------  ---------------     ---------------   ---------------    -------------
<S>                                         <C>              <C>                 <C>               <C>                <C>
Cash Provided by (Used for)
Operating Activities
   Net loss for the period                  $  (1,285,772)   $   (159,611)       $    (182,154)    $    (61,024)      $   (118,997)
   Items not requiring use of cash:
     Compensation on stock options                150,000                                                  -                  -
     Common shares issued for computer
       technology and website costs               200,000                                                  -                  -
     Depreciation                                  36,855          16,070                4,816            8,035              4,816
   Cumulative translation                              80             592                  543             -                   543
   Changes in non-cash working capital
     items
     Prepaid expense                                                1,343               (1,371)           1,343             (1,371)
     Accounts payable and accrued increase         25,423           2,216              (21,608)          21,369               (500)
     Deferred income tax                          (52,500)                                                 -                  -
     Agreement payable                             75,000         (25,000)             125,000             -                  -
                                            -------------    ------------        -------------     ------------       ------------
                                                 (850,914)       (164,390)             (74,774)         (30,277)          (115,509)
                                            -------------    ------------        -------------     ------------       ------------
Investing Activities
   Computer software development                 (400,000)           -                (400,000)            -                  -
   Fixed assets purchased                        (107,138)           -                 (63,342)            -               (63,342)
                                            -------------    ------------        -------------     ------------       ------------
                                                 (507,138)           -                (463,342)            -               (63,342)
                                            -------------    ------------        -------------     ------------       ------------

Financing Activities
   Capital stock                                1,338,000          50,000              225,000             -               225,000
   Due to related parties                          20,000          20,000              (31,689)          20,000               -
                                            -------------    ------------        -------------     ------------       ------------
                                                1,358,000          70,000              193,311           20,000            225,000
                                            -------------    ------------        -------------     ------------       ------------
Increase(Decrease) in Cash During
  the Period                                          (52)        (94,390)            (344,805)         (10,277)            46,149

Cash, Beginning of Period                            -             94,338              657,636           10,225            266,682
                                            -------------    ------------        -------------     ------------       ------------

Cash(Overdraft), End of Period              $         (52)   $        (52)       $     312,831     $        (52)      $    312,831
                                            =============    ============        =============     ============       ============
</TABLE>

          See Accompanying Notes and Independent Accountants' Report

<PAGE>

                           ONLINE INNOVATION, INC.
                          (A Delaware Corporation)
                        (A Development Stage Company)
                   Statement of Retained Earnings (Deficit)
                              December 31, 2000
                             (In U.S. Dollars)
                                (Unaudited)
       (With Comparative Figures for Six Months Ended December 31, 1999)
<TABLE>
<CAPTION>
                                           Cumulative From
                                            Inception Date
                                            of Aug 1, 1997            Six Months Ended                       Quarter Ended
                                            to December 31,             December 31,                          December 31,
                                                             -----------------------------------   --------------------------------
                                                 2000             2000                  1999           2000                1999
                                            ---------------  ---------------     ---------------   ---------------    -------------
<S>                                         <C>              <C>                 <C>               <C>                <C>
Balance (deficit), beginning of period      $        -       $ (1,126,161)       $    (622,672)    $ (1,224,748)      $   (685,829)

Net loss for the period                        (1,285,772)       (159,611)            (182,154)         (61,024)          (118,997)
                                            -------------    ------------        -------------     ------------       ------------

Balance (deficit), end of period            $  (1,285,772)   $ (1,285,772)       $    (804,826)    $ (1,285,772)      $   (804,826)
                                            =============    ============        =============     ============       ============
</TABLE>

          See Accompanying Notes and Independent Accountants' Report

<PAGE>

                           ONLINE INNOVATION, INC.
                          (A Delaware Corporation)
                        (A Development Stage Company)
                      Statement of Stockholders' Equity
         From Date of Inception on August 1, 1997 to December 31, 2000
                              (In U.S. Dollars)
<TABLE>
<CAPTION>
===================================================================================================================================
                               Number of                   Additional         Total        Retained                     Total
                                 Common        par          Paid-in          Capital       Earnings     Cumulative   Stockholders'
                                 Shares       Value         Capital           Stock        (Deficit)    Translation     Equity
                             ------------------------------------------------------------------------------------------------------
<S>                          <C>           <C>            <C>              <C>            <C>              <C>        <C>
Net loss for eleven month
 period ended June 30, 1998                                                               $   (144,175)               $   (144,175)

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

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

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

Shares subscribed and
 fully paid and issued,
 @$0.50 April 6, 1999            85,000         85             42,415           42,500                                      42,500
                             ------------------------------------------------------------------------------------------------------

Balance, June 30, 1998       10,585,000     10,585             77,415           88,000        (144,175)                    (56,175)

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

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

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

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

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

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

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

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

Cumulative translation                                                                                        543              543

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

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

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

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

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

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

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

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

Net loss for period
 ended December 31, 2000                                                                    (159,611)         592         (159,019)
                             ------------------------------------------------------------------------------------------------------

Balance, December 31, 2000   13,468,333     13,468          1,674,532        1,688,000    (1,285,772)          80          402,308
                             ======================================================================================================
</TABLE>

       See Accompanying Notes and Independent Accountants' Report

<PAGE>

                           ONLINE INNOVATION, INC.
                          (A Delaware Corporation)
                        (A Development Stage Company)
                        Notes to Financial Statements
                              December 31, 2000
                              (In U.S. Dollars)


Note 1.     BUSINESS OPERATIONS

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

b)  The Company is in its development stage in the internet/e-commerce industry
    as a website development company and was previously in the mining resource
    industry and has not generated any revenues from its planned operations.
    The deficit to December 31, 2000 has been accumulated during the development
    stage.

Note 2.     SIGNIFICANT ACCOUNTING POLICIES

a)  Administration Costs

    Administration costs are written off to operations when incurred.

b)  Translation of Foreign Currency

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

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

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

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

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

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

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

<PAGE>

                           ONLINE INNOVATION, INC.
                          (A Delaware Corporation)
                        (A Development Stage Company)
                        Notes to Financial Statements
                              December 31, 2000
                              (In U.S. Dollars)


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

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

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

                                         December 31,
                             -------------------------------------
                                  2000                   1999
                             ---------------       ---------------
       Beginning balance,
        June 30              $          (512)      $        (1,055)
       Changes during the
        period                           592                   543
                             ---------------       ---------------
       Ending balance,
        December 31          $            80       $          (512)
                             ===============       ===============

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

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

c)  Comparative Figures

    These financial statements also include comparative figures for December
    31, 1999.

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

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

    Amortization of computer software costs of $400,000 will commence when the
    software service is available to be marketed.  The amortization period is
    for twenty-six months on a straight-line basis.  The software is not
    available to be marketed as at December 31, 2000, and therefore no
    amortization of this cost has been charged to operations for the six month
    period ended December 31, 2000.

<PAGE>

                           ONLINE INNOVATION, INC.
                          (A Delaware Corporation)
                        (A Development Stage Company)
                        Notes to Financial Statements
                              December 31, 2000
                              (In U.S. Dollars)


Note 3.     CAPITAL STOCK

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

b)  Common shares issued and outstanding are as follows:

                                                Shares                $
                                          ------------------  ------------------
     Balance, June 30, 2000                       13,305,000   $       1,598,000
       Subscribed June 16, 2000 but
        unissued, see (d) below                       80,000              40,000
                                          ------------------  ------------------
                                                  13,385,000           1,638,000
     Subscribed August 17, 2000 but
        unissued, see (d) below                       83,333              50,000
                                          ------------------  ------------------
     Balance, December 31, 2000                   13,468,333   $       1,688,000
                                          ==================  ==================

c)  Warrants outstanding
    There are 836,667 common share purchase warrants outstanding as at December
    31, 2000 that can be exercised at $0.60 per share to April 14, 2001.

d)  Shares unissued
    163,333 of the shares, in (b) above, have not been issued by the transfer
    agent at December 31, 2000, who confirms that 13,305,000 common shares, in
    total, have been issued to that date.

e)  Options for National Financial Communication Group, and Fordee Management
    Company. (See Note 13(d) 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.

    Expenses of the above for three months ended December 31, 2000, total as
    follows:

                   MCS Management Ltd.                  $       7,500
                   Netgain Management Solutions Inc.            7,500
                                                         ------------
                                                        $      15,000
                                                        =============

    Accounts payable and accrued include $10,000 in unpaid management fees at
    December 31, 2000; $5,000 thereof due to MCS Management Ltd. and $5,000 due
    to Netgain Management Solutions Inc.

<PAGE>

                           ONLINE INNOVATION, INC.
                          (A Delaware Corporation)
                        (A Development Stage Company)
                        Notes to Financial Statements
                              December 31, 2000
                              (In U.S. Dollars)


Note 4.     RELATED PARTY TRANSACTIONS (cont'd)

b)  Ms. Marlene Schluter and Mr. Chad Lee incurred expenses paid on behalf of
    the Company, of $3,563.97 and $7,739.39, respectively, during the three
    months ended December 31, 2000, that are included in accounts payable at
    December 31, 2000.

c)  Directors and Officers of the Company are beneficial owners of common shares
    of the Company, as follows, at December 31, 2000:

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

d)  During the quarter ended December 31, 2000, loans to the Company unpaid at
    December 31, 2000 are as follows:

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

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:

                                                       December 31,
                                         ------------------------------------
                                            2000                      1999
                                         ---------                -----------
     Cost                                $  107,138               $   63,853
     Accumulated depreciation               (36,855)                  (4,893)
                                         ----------               ----------
     Net balance                         $   70,283               $   58,960
                                         ==========               ==========

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.

<PAGE>

                           ONLINE INNOVATION, INC.
                          (A Delaware Corporation)
                        (A Development Stage Company)
                        Notes to Financial Statements
                              December 31, 2000
                              (In U.S. Dollars)


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

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

b)  Agreement with Stratford Internet Technologies.

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

    i)    a deposit of $275,000 US was paid upon delivery of the contract, and
          additional payments totaling $50,000 have been paid.
    ii)   the balance of $75,000 US represents the expenditure for completion of
          development of and roll out of the website which is due upon
          completion of development of the website and the Company raising
          secondary financing.  The Company has received $225,000 US to December
          31, 1999 on the exercise of 450,000 share purchase warrants.  The
          obligation to pay $75,000 US to Stratford is disclosed as a current
          liability as at December 31, 2000, as it is expected to be paid within
          the next twelve months, and the cost of $400,000 is carried as a
          deferred development expense until the website is completed.
    iii)  the issuance of 300,000 common shares, restricted under Rule 144,
          which will bear a one year tradable restriction upon contract
          delivery.  The obligation to issue these shares has not been recorded
          in these financial statements but is disclosed as a contingent
          liability in Note 15, below.

Note 7.     LEASE OBLIGATIONS

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

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

<PAGE>

                           ONLINE INNOVATION, INC.
                          (A Delaware Corporation)
                        (A Development Stage Company)
                        Notes to Financial Statements
                              December 31, 2000
                              (In U.S. Dollars)


Note 7.  LEASE OBLIGATIONS (cont'd)

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

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

    The first and the last month rent of  CAD$3,975.00 (CAD$1,987.50 X 2) is
    due at the time of signing.

Note 8     COMPENSATION/STOCK OPTION/DEFERRED COMPENSATION ARRANGEMENT

a)  At the Annual General Meeting of the Company, 2000 incentive stock plan was
    approved that provides for the grant, at the discretion of the Board of
    Directors, or a Committee appointed by it, of options and rights to purchase
    an aggregate of not to exceed 1,500,000 common shares of common shares of
    the Company to officers, directors, employees and consultants of the
    Company.
b)  No liability for potential pension costs has been recorded at December 31,
    2000.

Note 9     NET LOSS PER SHARE

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

Note 10    INCOME TAXES

    The Company has losses carried forward to future years of $1,285,772.  The
    potential tax benefit has not been recorded, as an equivalent reserve has
    been provided due to uncertainty of application of the losses.

Note 11    FINANCIAL INSTRUMENTS

    The Company's financial instruments at December 31, 2000 consist of accounts
    payable and accrued and agreement payable. It is management's opinion that
    the Company is not exposed to significant interest, currency or credit risks
    arising from these financial instruments.  The fair value of these financial
    instruments approximates their carrying values.

<PAGE>

                           ONLINE INNOVATION, INC.
                          (A Delaware Corporation)
                        (A Development Stage Company)
                        Notes to Financial Statements
                              December 31, 2000
                              (In U.S. Dollars)


Note 12    PRIVATE PLACEMENT

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

b)  Of the above placement, the Company received subscriptions for 1,600,000
    common shares and received $800,000.  An Issuance Resolution covering the
    issuance of these shares was approved by the Company on June 22, 1999.
    There are 836,667 common share purchase warrants outstanding at December 31,
    2000.

Note 13    CONSULTING AGREEMENTS

a)  535424 BC Ltd.

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

b)  National Financial Communications Corp.

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

    (ii)   The compensation of $30,000 is expensed in these financial
           statements.  The options are nonforfeitable.

             Option price of 50,000 shares at $2.00 per share        $   100,000
             Market price at date of issuance of option -
               50,000 shares at $2.60                                    130,000
                                                                     -----------
             Compensation added to paid-in capital                   $    30,000
                                                                     ===========
             Deferred income tax - 35% of $30,000                    $    10,500
                                                                     ===========

<PAGE>

                           ONLINE INNOVATION, INC.
                          (A Delaware Corporation)
                        (A Development Stage Company)
                        Notes to Financial Statements
                              December 31, 2000
                              (In U.S. Dollars)


Note 14    FORDEE MANAGEMENT COMPANY

a)  As at February 2, 1999 the Company granted to Fordee Management Company with
    stock options to purchase 400,000 common share of the Company at a price of
    $0.20 per share with the expiry date of October 3, 2002.  These options are
    outstanding as at December 31, 2000.

b)  Fordee Management Company is an unrelated third party

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

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

           Deferred income tax - 35% of $120,000                 $     42,000
                                                                 ============

Note 15    CONTINGENT LIABILITIES

a)  Liability to issue common shares
    By agreement dated July 30, 1999 as outlined in Note 6(b), above, the
    Company engaged Stratford Internet Technologies to design and maintain an
    e-commerce website for the Company.  An additional obligation of the
    Company, in this agreement, is the obligation to issue 300,000 common shares
    upon completion of the website.  As the website had not been completed by
    December 31, 2000, these shares are not recorded as at that date and no paid
    up cost or value related thereto has been recorded in these financial
    statements.

<PAGE>

                           ONLINE INNOVATION, INC.
                          (A Delaware Corporation)
                        (A Development Stage Company)
                        Notes to Financial Statements
                              December 31, 2000
                              (In U.S. Dollars)


Note 15  CONTINGENT LIABILITIES (cont'd)

b)  Terminated Mexican property option agreement

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

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

<PAGE>

                           ONLINE INNOVATION, INC.
                          (A Delaware Corporation)
                        (A Development Stage Company)
                        Notes to Financial Statements
                              December 31, 2000
                              (In U.S. Dollars)


Note 16    LEGAL MATTERS
           Lawsuit Against Directors, Officers, and Third Parties

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

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

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

<PAGE>

                           ONLINE INNOVATION, INC.
                          (A Delaware Corporation)
                        (A Development Stage Company)
                        Notes to Financial Statements
                              December 31, 2000
                              (In U.S. Dollars)


NOTE 17    SUBSEQUENT EVENTS - Proposed Equity Funding

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

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

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

    When terms of the funding agreement have been finalized, the Company will
    file a copy thereof with form 8k with the SEC.


<PAGE>

Item 2 - Management Discussion and Analysis or Plan of Operation

General

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

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

Forward Looking Statements

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

Marketing Strategies

Management believes that marketing will be the key to the Company's success in
the short term and in the long term.  As a result, management intends to focus
much of its energies in the upcoming 12 months on marketing activities.  The
Company intends to advertise online, through print media and possibly, depending
on the resources available, through television, radio and billboards.  The goal
is to capture, at a minimum, 50,000 subscribing members in each of the three
years following the launch of the website, which occurred in July 2000, for a
total of 150,000 members within three years of launch.  As of February 12, 2001,
the Company had 28,664 members.  The target market for the Company's service is
single adults, aged 18-49, with basic computer skills and access to the
internet.  The Company intends to focus on the North American market in the
short term and consider other markets at a later date.

<PAGE>

Online Advertising

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

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

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

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

Print Media, T.V., Radio and Billboards

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

Cash Requirements

The Company currently does not have sufficient capital to meet its cash flow
requirements over the next 12 months.  As a result, the Company will be required
to satisfy cash flow shortages through private placements, public offerings
and/or bank financing.  The Company is currently in discussions with several
investors, including existing capital partners, and financial institutions
regarding additional equity and debt financing; however no definitive agreements
have been reached.  There can be no assurance that the Company will either (i)
achieve a level of revenues adequate to generate sufficient cash flow from
operations, or (ii) receive additional debt or equity financing necessary to
support the Company's working capital requirements.  To the extent that funds
generated from operations and any additional financing are insufficient, the
Company will have to raise additional working capital.  No assurance can be

<PAGE>

given that additional financing will be available, or if available, will be on
terms acceptable to the Company and further could be dilutive to existing
shareholders.  If adequate working capital is not available, the Company may be
required to curtail its operations.  Moreover any statement regarding the
Company's ability to fund its operations from expected cash flows is speculative
in nature and inherently subject to risks and uncertainties, some of which
cannot be predicted or quantified.

Any additional funds raised will likely be utilized for marketing, website
development and maintenance and for general and administrative expenses.  The
quantity of funds to be raised and the terms of any equity financing to be
undertaken will be negotiated by the Company's management as opportunities to
raise funds arise.  The Company will be required to incur an additional $75,000
in expenditures to complete the development and roll out of its website.  This
represents the balance of the fees which the Company is required to pay to its
website development consultants in connection with the development of the
Company's website.  The balance is payable upon completion of development of the
website and, if necessary, upon completion of appropriate financing by the
Company.

Specific plans related to marketing and any additional website development which
may occur in the upcoming months will be devised once financing has been
completed and management knows what funds will be available for these purposes.

Additional Website Development

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

Purchase of Equipment

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

Employees

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

PART II - OTHER INFORMATION

Item 1 - Legal Proceedings

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

<PAGE>

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

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

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

Item 2 -Change in Securities

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

<PAGE>

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

The Company held an annual meeting of stockholders on December 4, 2000.  The
following table sets forth certain information relating to each of the matters
voted upon at the meeting:

--------------------------------------------------------------------------------
Matters Voted Upon           Votes For   Votes Against   Abstentions    Broker
                                          or Withheld                  Non-Votes
--------------------------------------------------------------------------------
Election of Directors:
 1. Chad D. Lee              9,618,080        Nil          Nil           Nil
 2. Marlene C. Schluter      9,618,080        Nil          Nil           Nil
 3. Harvey H. Cohen          9,618,080        Nil          Nil           Nil
--------------------------------------------------------------------------------
Ratification of 2000         8,008,000        Nil       1,610,080        Nil
Incentive Stock Option
Plan
--------------------------------------------------------------------------------
Ratification of the          9,618,080        Nil          Nil           Nil
Appointment of Moen
& Company, Chartered
Accountants, as independent
auditors for the Company
for the fiscal year ending
June 30, 2001
-----------------------------------------------------------------------------


Item 5 - Other Information

At its annual meeting of stockholders held on December 4, 2000, a 2000 Incentive
Stock Option Plan (the "Plan") was approved by the Company's stockholders.
Pursuant to a directors' resolution dated October 20, 2000, the Plan was adopted
by the Company's directors subject only to receipt of stockholder approval. The
plan authorizes the granting of options to purchase up to 1,500,000 of the
Company's common shares. Pursuant to the Plan, options may be granted to
directors, officers, employees, consultants and other service providers. The
aggregate fair market value of options which may be held by any one optionee at
a given time may not exceed $100,000. The exercise price of an option granted
must be at least equal to the fair market value of a share of common stock of
the Company on the date the option is granted. No options were granted pursuant
to the Plan during the period covered by this report.

Item 6 - Exhibits and Reports on Form 8-K

(a)  Exhibits

     15   Letter on Unaudited Financial Information

     27   Financial Data Schedule

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



<PAGE>

SIGNATURES

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


Date: February 13, 2001                      ONLINE INNOVATION, INC.
      -----------------------------
                                                    (Registrant)


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

<PAGE>
Exhibit 15

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



                         INDEPENDENT ACCOUNTANTS' REPORT



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

We have reviewed the accompanying Balance Sheets of Online Innovation, Inc. (A
Delaware Corporation) (formerly Sinaloa Gold Corp.) (A Development Stage
Company) as of December 31, 2000 and December 31, 1999, and the Statements of
Profit and loss, Retained Earnings (Deficit), Cash Flows and Stockholders'
Equity for the six 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
February 12, 2001


<PAGE>